Exhibit 10.1


 


AUGMEDIX, INC.


 


2013 EQUITY INCENTIVE PLAN


 


As Adopted on April 30, 2013


 


As amended on May 28, 2014


As amended on December 23, 2014


As amended on October 5, 2015


As amended on November 3, 2016


As amended on May 19, 2017


As amended on October 15, 2018


As amended on March 27, 2019


As amended on April 18, 2019


 & As amended on September 3, 2019




 


1. PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity
to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined
in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the
meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o).
Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.


 


 2. SHARES SUBJECT TO THE PLAN.




 


2.1 Number of Shares Available. Subject
to Sections 2.2 and 11 hereof, the total


 


number of Shares reserved and available
for grant and issuance pursuant to this Plan will be 11,832,515 Shares. Subject to Sections 2.2 and 11 hereof, Shares subject to
Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the exercise price of an Option
or that expire by their terms at any time will again be available for grant and issuance in connection with other Awards. In the
event that Shares previously issued under the Plan are reacquired by the Company pursuant to a forfeiture provision, right of first
refusal, or repurchase by the Company, such Shares shall be added to the number of Shares then available for issuance under the
Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the
requirements of all Awards granted and outstanding under this Plan. In no event shall the total number of Shares issued (counting
each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance)
under the Plan upon exercise of ISOs exceed 118,325,150 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof)
over the term of the Plan (the “ISO Limit”). Subject to Sections 2.2 and 11 hereof, in the event that
the number of Shares reserved for issuance under the Plan is increased, the ISO Limit shall be automatically increased by such
number of Shares such that the ISO Limit equals (a) ten (10) multiplied by (b) the number of Shares reserved for issuance under
the Plan.


 


2.2 Adjustment
of Shares. In the event that the number of outstanding shares of the Company’s Common Stock is changed by a
stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or other
change in the capital structure of the Company affecting Shares without consideration, then in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available under the Plan (a) the number of Shares
reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options and
SARs, and (c) the Purchase Prices of and/or number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable
securities laws; provided, however, that fractions of a Share will not be issued but will either
be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as
determined by the Committee.


 






    	 	 	 



     


    

 


 3. PLAN FOR BENEFIT OF SERVICE PROVIDERS.




 


3.1 Eligibility.
The Committee will have the authority to select persons to receive Awards. ISOs (as defined in Section 4 hereof) may be granted
only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the
Company. NQSOs (as defined in Section 4 hereof) and all other types of Awards may be granted to employees, officers, directors
and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona
fide services not in connection with the offer and sale of securities in a capital-raising transaction when Rule 701 is to apply
to the Award granted for such services. A person may be granted more than one Award under this Plan.


 


3.2 No Obligation
to Employ. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or
limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s employment or other relationship
at any time, with or without Cause.


 


4. OPTIONS.
The Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will
be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”),
the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised,
and all other terms and conditions of the Option, subject to the following.


 


4.1 Form of Option
Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions
(which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and
be subject to the terms and conditions of this Plan.


 


4. 2 Date of Grant.
The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless
a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the
Participant within a reasonable time after the granting of the Option.


 


4.3 Exercise Period.
Options may be exercisable within the time or upon the events determined by the Committee in the Award Agreement and may be
awarded as immediately exercisable but subject to repurchase pursuant to Section 10 hereof or may be exercisable within the times
or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided,
however, that (a) no Option will be exercisable after the expiration of ten (10) years from the date the Option is
granted; and (b) no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Stockholder”)
will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for
Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage
of Shares as the Committee determines.


 



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4.4 Exercise Price.
The Exercise Price of an Option will be determined by the Committee when the Option is granted and shall not be less than the
Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided
that the Exercise Price of an ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of
the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section
8 hereof.


 


4.5 Method of Exercise.
Options may be exercised only by delivery to the Company of a stock option exercise agreement (the “Exercise Agreement”)
in the form specified by the Committee, which may be in electronic or paper form (and which need not be the same for each Participant)
.. The Exercise Agreement will state (a) the number of Shares being purchased, (b) the restrictions imposed on the Shares purchased
under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent
and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities
laws. Each Participant’s Exercise Agreement may be modified by (i) agreement of Participant and the Company or (ii) substitution
by the Company, upon becoming a public company, in order to add the payment terms set forth in Section 8.1 that apply to a public
company and such other terms as shall be necessary or advisable in order to exercise a public company option. Upon exercise of
an Option, Participant shall execute and deliver to the Company the Exercise Agreement then in effect, together with payment in
full of the Exercise Price for the number of Shares being purchased and payment of any applicable taxes. No adjustment will be
made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 2.2 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


 


4.6 Termination.
Subject to earlier termination pursuant to Sections 11 and 13.1 hereof and notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option will always be subject to the following terms and conditions.


 


4.6.1 Other than
Death or Disability or for Cause. If the Participant is Terminated for any reason other than death, Disability or for Cause,
then the Participant may exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested
Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant,
if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee,
within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within
such longer time period after the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months
after the date Participant ceases to be an employee deemed to be an NQSO) but in any event, no later than the expiration date of
the Options.


 


4.6.2 Death or
Disability. If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies
within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to
the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise
determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or
authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other
date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period,
not less than six (6) months, or within such longer time period, after the Termination Date as may be determined by the
Committee, with any exercise beyond (a) three (3) months after the date Participant ceases to be an employee when the
Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3)
of the Code, or (b) twelve (12) months after the date Participant ceases to be an employee when the Termination is for
Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no
later than the expiration date of the Options.


 






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4.6.3 For Cause.
If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent
greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire
on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.


 


4.7 Limitations
on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number
of Shares for which it is then exercisable.


 


4.8 Limitations
on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option
plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000). If the
Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars
($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of
One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In the event that the Code
or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 13.1 hereof) to provide for
a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


4.9 Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options
in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair
any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed
or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 4.10 hereof, the Committee
may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided,
however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under
Section 4.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price.


 


4.10 No Disqualification.
Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered,
nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the
Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code.


 






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5. RESTRICTED
STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain
specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase,
the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted
Stock Award, subject to the following terms and conditions.


 


5.1 Form of Restricted Stock
Award. Award made pursuant to this Plan will be evidenced by All purchases under a Restricted Stock an Award
Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the
same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of
the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date
the Restricted Stock Purchase Agreement is delivered to the person in electronic or written form. If such person does not
execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within such
thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.


 


5.2 Purchase Price.
The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance
with Section 8 hereof.


 


5.3 Dividends and
Other Distributions. Participants holding Restricted Stock will be entitled to receive all dividends and other distributions
paid with respect to such Shares, unless the Committee provides otherwise at the time of award. If any such dividends or distributions
are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.


 


5.4 Restrictions.
Restricted Stock Awards may be subject to the restrictions set forth in Sections 9 and 10 hereof or, with respect to a Restricted
Stock Award to which Section 25102(o) is to apply, such other restrictions not inconsistent with Section 25102(o).


 


 6. RESTRICTED STOCK UNITS.




 


6. 1 Awards of
Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an Award covering a number of Shares
that may be settled in cash, or by issuance of those Shares at a date in the future. No Purchase Price shall apply to an RSU settled
in Shares. All grants of Restricted Stock Units will be evidenced by an Award Agreement that will be in such form (which need not
be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. No RSU will have a term longer than ten (10) years from the date the RSU is granted.


 


6.2 Form and Timing
of Settlement. To the extent permissible under applicable law, the Committee may permit a Participant to defer payment
under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy
the requirements of Section 409A of the Code (or any successor) and any regulations or rulings promulgated thereunder. Payment
may be made in the form of cash or whole Shares or a combination thereof, all as the Committee determines.


 


6.3 Dividend Equivalent
Payments. The Committee may permit Participants holding RSUs to receive dividend equivalent payments on outstanding RSUs
if and when dividends are paid to stockholders on the Shares. In the discretion of the Committee, such dividend equivalent payments
may be paid in cash or Shares and they may either be paid at the same time as dividend payments are made to stockholders or delayed
until the time when the Shares are issued pursuant to the RSUs and may be subject to the same vesting requirements as the RSUs.
If the Committee permits dividend equivalent payments to be made on RSUs, the terms and conditions for such payments will be set
forth in the Award Agreement.


 




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7. STOCK APPRECIATION RIGHTS.




 


7.1 Awards of SARs.
Stock Appreciation Rights (“SARs”) may be settled in cash, or Shares (which may consist of Restricted
Stock or RSUs), having a value equal to the value determined by multiplying the difference between the Fair Market Value on the
date of exercise over the Exercise Price and the number of Shares with respect to which the SAR is being settled. All grants of
SARs made pursuant to this Plan will be evidenced by an Award Agreement that will be in such form (which need not be the same for
each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions
of this Plan.


 


7.2 Exercise Period
and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The Award Agreement shall set forth the Expiration Date; provided
that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted.


 


7.3 Exercise Price.
The Committee will determine the Exercise Price of the SAR when the SAR is granted, and which may not be less than the Fair
Market Value on the date of grant and may be settled in cash or in Shares.


 


7.4 Termination.
Subject to earlier termination pursuant to Sections 11 and 13.1 hereof and notwithstanding the exercise periods set forth in
the Award Agreement, exercise of SARs will always be subject to the following terms and conditions.


 


7.4.1 Other than
Death or Disability or for Cause. If the Participant is Terminated for any reason other than death, Disability or for Cause,
then the Participant may exercise such Participant’s SARs only to the extent that such SARs are exercisable as to vested
Shares upon the Termination Date or as otherwise determined by the Committee. SARs must be exercised by the Participant, if at
all, as to all or some of the vested Shares calculated as of the Termination Date or such other date determined by the Committee,
within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within
such longer time period after the Termination Date as may be determined by the Committee) but in any event, no later than the expiration
date of the SARs.


 


7.4.2 Death or Disability.
If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months
after a Termination other than for Cause), then Participant’s SARs may be exercised only to the extent that such SARs are
exercisable as to vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such SARs must
be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some
of the vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months
after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period
after the Termination Date as may be determined by the Committee) but in any event no later than the expiration date of the SARs.


 


7.4.3 For Cause.
If the Participant is terminated for Cause, the Participant may exercise such Participant’s SARs, but not to an extent greater
than such SARs are exercisable as to vested Shares upon the Termination Date and Participant’s SARs shall expire on such
Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.


 



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 8. PAYMENT FOR PURCHASES AND EXERCISES.




 


8. 1 Payment in
General. Payment for Shares acquired pursuant to this Plan may be made in cash (by check) or, where expressly approved
for the Participant by the Committee and where permitted by law:


 


 (a) by cancellation of indebtedness of the Company owed to the Participant;




 


(b) by surrender
of shares of the Company that are clear of all liens, claims, encumbrances or security interests and: (i) for which the
Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares
were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or
(ii) that were obtained by Participant in the public market;




 


(c) by
tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however,
that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares; provided, further, that
the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value (if any) of the Shares must be
paid in cash or other legal consideration permitted by the laws under which the Company is then incorporated or organized;


 


(d) by waiver of compensation due or
accrued to the Participant from the Company for services rendered;


 


(e) by
participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;


 


(f) subject
to compliance with applicable law and solely in the discretion of the Committee, provided that a public market for the Company’s
Common Stock exists, by exercising through a “same day sale” commitment from the Participant and a broker-dealer whereby
the Participant irrevocably elects to exercise the Award and to sell a portion of the Shares so purchased sufficient to pay the
total Exercise Price or Purchase Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward
the total Exercise Price or Purchase Price directly to the Company; or


 


(g) by any combination of the foregoing
or any other method of payment approved by the Committee.


 


8.2 Withholding
Taxes.


 


8.2.1 Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy applicable tax withholding requirements prior to the delivery
of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made
in cash by the Company, such payment will be net of an amount sufficient to satisfy applicable tax withholding requirements.


 






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8.2.2 Stock
Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or
vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount
required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum tax
withholding obligation by electing to have the Company withhold from the Shares to be issued up to the minimum number of
Shares having a Fair Market Value on the date that the amount of tax to be withheld is to be determined that is not more than
the minimum amount to be withheld; or to arrange a mandatory “sell to cover” on Participant’s behalf
(without further authorization) but in no event will the Company withhold Shares or “sell to cover” if such
withholding would result in adverse accounting consequences to the Company. Any elections to have Shares withheld or sold for
this purpose will be made in accordance with the requirements established by the Committee for such elections and be in
writing in a form acceptable to the Committee.


 


 9. RESTRICTIONS ON AWARDS.




 


9. 1 Transferability.
Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or
assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument
to an inter vivos or testamentary trust in which the NQSOs are to be passed to beneficiaries upon the death of the trustor (settlor),
or by gift to “family member” as that term is defined in Rule 701, and may not be made subject to execution, attachment
or similar process. For the avoidance of doubt, the prohibition against assignment and transfer applies to a stock option and,
prior to exercise , the shares to be issued on exercise of a stock option, and pursuant to the foregoing sentence shall be understood
to include, without limitation, a prohibition against any pledge, hypothecation, or other transfer, including any short position,
any “put equivalent position” or any “call equivalent position” (in each case, as defined in Rule 16a-1
promulgated under the Exchange Act). Unless an Award is transferred pursuant to the terms of this Section, during the lifetime
of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections
with respect to an Award may be made only by the Participant or Participant’s legal representative. The terms of an Option
shall be binding upon the executor, administrator, successors and assigns of the Participant who is a party thereto.


 


9.2 Securities
Law and Other Regulatory Compliance. Although this Plan is intended to be a written compensatory benefit plan within the
meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do not qualify for exemption
under Rule 701 or Section 25102(o). Any requirement of this Plan which is required in law only because of Section 25102(o) need
not apply with respect to a particular Award to which Section 25102(o) will not apply. An Award will not be effective unless such
Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they
are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision
in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining
any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any
exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register
the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or
failure so do.


 






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9.3 Exchange
and Buyout of Awards. The Committee may, at any time or from time to time, authorize the Company, with the consent of
the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding
Awards. Without prior stockholder approval the Committee may reprice Options or SARs (and where such repricing is a reduction
in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided
written notice is provided to them). The Committee may at any time buy from a Participant an Award previously granted with
payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.


 


 10. RESTRICTIONS ON SHARES.




 


10.1 Privileges
of Stock Ownership. No Participant will have any of the rights of a stockholder with respect to any Shares until such Shares
are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions
made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional
or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend,
stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as
the Restricted Stock. The Participant will have no right to retain such stock dividends or stock distributions with respect to
Unvested Shares that are repurchased as described in this Section 10.


 


10. 2 Rights of
First Refusal and Repurchase. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s)
in the Award Agreement (a) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may
propose to transfer to a third party, provided that such right of first refusal terminates upon the Company’s
initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act and (b)
a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to
the Company by the Participant following such Participant’s Termination at any time.


 


10.3 Escrow; Pledge
of Shares. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately
endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed
or terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificate. Any Participant
who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will
be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of
Participant’s obligation to the Company under the promissory note; provided, however, that the
Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event,
the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 


10.4 Securities
Law Restrictions. All certificates for Shares or other securities delivered under this Plan will be subject to such stock
transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under
any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or quoted.


 




    	 	9	 



     


    

 11. CORPORATE TRANSACTIONS.




 


11.1 Acquisitions
or Other Combinations. In the event that the Company is subject to an Acquisition or Other Combination, outstanding Awards
acquired under the Plan shall be subject to the agreement evidencing the Acquisition or Other Combination, which need not treat
all outstanding Awards in an identical manner. Such agreement, without the Participant’s consent, shall provide for one or
more of the following with respect to all outstanding Awards as of the effective date of such Acquisition or Other Combination:


 


(a) The
continuation of such outstanding Awards by the Company (if the Company is the successor entity).


 


(b) The
assumption of outstanding Awards by the successor or acquiring entity (if any) in such Acquisition or Other Combination (or by
any of its Parents, if any), which assumption, will be binding on all Participants; provided that the exercise price and the number
and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section
409A of the Code, will be adjusted appropriately pursuant to Section 424(a) and Section 409A of the Code. For the purposes of this
Section 10, an Award will be considered assumed if, following the Acquisition or Other Combination, the Award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the Acquisition or Other Combination, the consideration
(whether stock, cash, or other securities or property) received in the Acquisition or Other Combination by holders of Shares for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Acquisition
or Other Combination is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation
Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the
Acquisition or Other Combination.


 


(c) The
substitution by the successor or acquiring entity in such Acquisition or Other Combination (or by any of its Parents, if any) of
equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price and the number
and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section
409A of the Code, will be adjusted appropriately pursuant to Section 424(a) and Section 409A of the Code).


 


(d) The full or partial exercisability
or vesting and accelerated expiration of outstanding Awards.


 


(e) The
settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents,
or securities of the successor entity (or its Parent, if any) with a Fair Market Value equal to the required amount, followed
by the cancellation of such Awards; provided however, that such Award may be cancelled without consideration if such Award
has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be
made in installments and may be deferred until the date or dates when the Award would have become exercisable or vested. Such
payment may be subject to vesting based on the Participant’s continued service, provided that without the
Participant’s consent, the vesting schedule shall not be less favorable to the Participant than the schedule under
which the Award would have become vested or exercisable. For purposes of this Section 11.1(e), the Fair Market value of any
security shall be determined without regard to any vesting conditions that may apply to such security.


 






    	 	10	 



     


    

 


(f) The cancellation
of outstanding Awards in exchange for no consideration.


 


Immediately following
an Acquisition or Other Combination, outstanding Awards shall terminate and cease to be outstanding, except to the extent such
Awards, have been continued, assumed or substituted, as described in Sections 11.1(a), (b) and/or (c).


 


11. 2 Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
entity, whether in connection with an acquisition of such other entity or otherwise, by either (a) granting an Award under this
Plan in substitution of such other entity’s award or (b) assuming and/or converting such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this
Plan if the other entity had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by
another entity, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and
nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section
409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant
a new Option or SAR rather than assuming an existing option or stock appreciation right, such new Option or SAR may be granted
with a similarly adjusted Exercise Price.


 


 12. ADMINISTRATION.




 


12.1 Committee
Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the Board. Subject
to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan. Without limitation, the Committee will have the authority to:


 


(a) construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b) prescribe, amend,
expand, modify and rescind or terminate rules and regulations relating to this Plan;


 


 (c) approve persons to receive Awards;




 


 (d) determine the form and terms of Awards;




 


(e) determine the
number of Shares or other consideration subject to Awards granted under this Plan;


 


(f) determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value
in connection with circumstances that impact the Fair Market Value, if necessary;


 




    	 	11	 



     


    

(g) determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


 (h) grant waivers of any conditions of this Plan or any Award;




 


(i) determine the terms of vesting, exercisability
and payment of Awards to be granted pursuant to this Plan;


 


(j) correct
any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement
or any Restricted Stock Purchase Agreement;


 


 (k) determine whether an Award has been earned;




 


 (l) extend the vesting period beyond a Participant’s Termination Date;




 


(m) adopt
rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of
the Plan to accommodate requirements of local law and procedures outside of the United States;


 


(n) delegate
any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation as may otherwise
be permitted by applicable law; and


 


(o) change
the vesting schedule of Awards under the Plan prospectively in the event that the Participant’s service status changes between
full and part time status in accordance with Company policies relating to work schedules and vesting of awards; and


 


(p) make all other
determinations necessary or advisable in connection with the administration of this Plan.


 


12.2 Committee
Composition and Discretion. The Board may delegate full administrative authority over the Plan and Awards to a Committee
consisting of at least one member of the Board (or such greater number as may then be required by applicable law). Unless in contravention
of any express terms of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its
sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 4.9 hereof, at any later time. Any such
determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. To the
extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an
Award under this Plan, provided that each such officer is a member of the Board.


 


12.3 Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company
for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and
other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only
in specific cases.


 






    	 	12	 



     


    

12.4 Governing
Law. This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to that body of laws pertaining to conflict of laws.


 


13. EFFECTIVENESS,
AMENDMENT AND TERMINATION OF THE PLAN.




 


13.1 Adoption and
Stockholder Approval. This Plan will become effective on the date that it is adopted by the Board (the “Effective
Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board
may grant Awards pursuant to this Plan; provided, however, that: (a) no Option or SAR may be exercised
prior to initial stockholder approval of this Plan; (b) no Option or SAR granted pursuant to an increase in the number of Shares
approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company;
(c) in the event that initial stockholder approval is not obtained within the time period provided herein, all Awards for which
only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be
canceled, any Shares issued pursuant to any such Award shall be canceled and any purchase of such Shares issued hereunder shall
be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided
by Section 25102(o) can apply) granted pursuant to an increase in the number of Shares approved by the Board which increase is
not approved by stockholders within the time then required under Section 25102(o) shall be canceled, any Shares issued pursuant
to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded.


 


13.2 Term of Plan. Unless earlier terminated as provided herein, this Plan will automatically terminate ten (10) years after the later of (i)
the Effective Date, or (ii) the most recent increase in the number of Shares reserved under Section 2 that was approved by stockholders.


 


13.3 Amendment
or Termination of Plan. Subject to Section 4.9 hereof, the Board may at any time (a) terminate or amend this Plan in any
respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan
and (b) terminate any and all outstanding Options, SARs or RSUs upon a dissolution or liquidation of the Company, followed by the
payment of creditors and the distribution of any remaining funds to the Company’s stockholders; provided, however,
that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval pursuant to Section 25102(o) or pursuant to the Code or the regulations promulgated under the Code as such
provisions apply to ISO plans. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued
or any Award previously granted under the Plan.


 


14. DEFINITIONS.
For all purposes of this Plan, the following terms will have the following meanings.


 


“Acquisition,” for purposes
of Section 11, means:


 


(a) any
consolidation or merger in which the Company is a constituent entity or is a party in which the voting stock and other voting
securities of the Company that are outstanding immediately prior to the consummation of such consolidation or merger
represent, or are converted into, securities of the surviving entity of such consolidation or merger (or of any Parent of
such surviving entity) that, immediately after the consummation of such consolidation or merger, together possess less than
fifty percent (50%) of the total voting power of all voting securities of such surviving entity (or of any of its Parents, if
any) that are outstanding immediately after the consummation of such consolidation or merger;


 






    	 	13	 



     


    

 


(b) a
sale or other transfer by the holders thereof of outstanding voting stock and/or other voting securities of the Company possessing
more than fifty percent (50%) of the total voting power of all outstanding voting securities of the Company, whether in one transaction
or in a series of related transactions, pursuant to an agreement or agreements to which the Company is a party and that has been
approved by the Board, and pursuant to which such outstanding voting securities are sold or transferred to a single person or entity,
to one or more persons or entities who are Affiliates of each other, or to one or more persons or entities acting in concert; or


 


(c) the
sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company and/or any
Subsidiary or Subsidiaries of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as
a whole, (or, if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by one or more Subsidiaries,
the sale or disposition (whether by consolidation, merger, conversion or otherwise) of such Subsidiaries of the Company), except
where such sale, lease, transfer or other disposition is made to the Company or one or more wholly owned Subsidiaries of the Company
(an “Acquisition by Sale of Assets”).


 


“Affiliate”
of a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified (where, for purposes of this definition, the term “control”
(including the terms controlling , controlled by and under common control with) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.


 


“Award”
means any award pursuant to the terms and conditions of this Plan, including any Option, Restricted Stock Unit, Stock Appreciation
Right or Restricted Stock Award.


 


“Award Agreement”
means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms
and conditions of the Award as approved by the Committee.


 


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


 


“Cause”
means Termination because of (a) Participant’s unauthorized misuse of the Company or a Parent or Subsidiary of the Company’s
trade secrets or proprietary information, (b) Participant’s conviction of or plea of nolo contendere to a felony or a crime
involving moral turpitude, (c) Participant’s committing an act of fraud against the Company or a Parent or Subsidiary of
the Company or (d) Participant’s gross negligence or willful misconduct in the performance of his or her duties that has
had or will have a material adverse effect on the Company or Parent or Subsidiary of the Company’ reputation or business.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Committee”
means the committee created and appointed by the Board to administer this Plan, or if no committee is created and appointed, the
Board.


 


“Company” means Augmedix,
Inc., or any successor corporation.


 




    	 	14	 



     


    

“Disability” means
a disability, whether temporary or permanent, partial or total, as determined by the Committee.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exercise Price”
means the price per Share at which a holder of an Option may purchase Shares issuable upon exercise of the Option.


 


“Fair Market Value”
means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a) if
such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall
Street Journal;


 


(b) if
such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of
the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported,
as otherwise reported by any newspaper or other source as the Committee may determine); or


 


(c) if none of the foregoing is applicable
to the valuation in question, by the Committee in good faith.


 


“Option” means an award of
an option to purchase Shares pursuant to Section 4 of this Plan.


 


“Other Combination”
for purposes of Section 11 means any (a) consolidation or merger in which the Company is a constituent entity and is not the surviving
entity of such consolidation or merger or (b) any conversion of the Company into another form of entity; provided
that such consolidation, merger or conversion does not constitute an Acquisition.


 


“Parent”
of a specified entity means, any entity that, either directly or indirectly, owns or controls such specified entity, where for
this purpose, “control” means the ownership of stock, securities or other interests that possess at least
a majority of the voting power of such specified entity (including indirect ownership or control of such stock, securities or other
interests).


 


“Participant” means a person
who receives an Award under this Plan.


 


“Plan” means this 2013 Equity
Incentive Plan, as amended from time to time.


 


“Purchase
Price” means the price at which a Participant may purchase Restricted Stock pursuant to this Plan.


 


“Restricted Stock” means
Shares purchased pursuant to a Restricted Stock Award under this Plan.


 


“Restricted Stock Award” means
an award of Shares pursuant to Section 5 hereof.


 


“Restricted Stock Unit” or
“RSU” means an award made pursuant to Section 6 hereof.


 


“Rule 701” means Rule 701
et seq. promulgated by the Commission under the Securities Act.


  




    	 	15	 



     


    

“SEC” means the Securities
and Exchange Commission.


 


“Section 25102(o)” means Section
25102(o) of the California Corporations Code.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2.2 and
11 hereof, and any successor security.


 


“Stock Appreciation Right”
or “SAR” means an award granted pursuant to Section 7 hereof.


 


“Subsidiary”
means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if each of the entities other
than the last entity in the unbroken chain owns stock or other equity securities representing fifty percent (50%) or more of the
total combined voting power of all classes of stock or other equity securities in one of the other entities in such chain.


 


“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant
has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary
of the Company. A Participant will not be deemed to have ceased to provide services while the Participant is on a bona fide leave
of absence, if such leave was approved by the Company in writing and if the continued crediting of service for this purpose is
expressly required by the terms of such leave or by applicable law (as determined by the Committee). In the case of an approved
leave of absence, the Committee may make such provisions respecting crediting of service; including suspension of vesting of the
Award (including pursuant to a formal policy adopted from time to time by the Company) it may deem appropriate, except that in
no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will
have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant
ceased to provide services (the “Termination Date”).


 


“Unvested Shares” means “Unvested
Shares” as defined in the Award Agreement for an Award.


 


“Vested Shares” means “Vested
Shares” as defined in the Award Agreement.


 


***********


 




    	 	16	 



     


    

EARLY EXERCISE FORM


 


NOTICE OF STOCK OPTION GRANT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


The Optionee named below (“Optionee”)
has been granted an option (this “ Option”) to purchase shares of Common Stock, $0.00001 par value per
share (the “Common Stock ”), of Augmedix, Inc., a Delaware corporation (the “Company”),
pursuant to the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”)
on the terms, and subject to the conditions, described below and in the Stock Option Agreement attached hereto as Exhibit
A, including its annexes (the “Stock Option Agreement”).


 


	Optionee:	See eShares	 
	 	 	 
	Maximum Number of Shares Subject	 	 
	to this Option (the “Shares”):	See eShares	 
	 	 	 
	Exercise Price Per Share:	See eShares	 
	 	 	 
	Date of Grant:	See eShares	 
	 	 	 
	Vesting Start Date:	See eShares	 
	 	 	 
	Exercise Schedule:	This Option is immediately
    exercisable for all of the Shares, subject to the terms of the Stock Option Agreement
	 	 
	Expiration Date:	The date ten (10) years after the
    Date of Grant set forth above, subject to earlier expiration in
    the event of Termination as provided in Section 3 of the Stock Option Agreement.
	 	 
	Tax Status of Option:	See eShares	 
	 	 	 
	Vesting Schedule:	See eShares	 


 


General; Agreement: By Optionee’s
acceptance of this Option, Optionee and the Company agree that this Option is granted under and governed by this Notice of Stock
Option Grant (this “Grant Notice”) and by the provisions of the Plan and the Stock Option Agreement.
The Plan and the Stock Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall
have the meanings given to them in the Plan or in the Stock Option Agreement, as applicable. By acceptance of this Option, Optionee
acknowledges receipt of a copy of this Grant Notice, the Plan and the Stock Option Agreement, represents that Optionee has carefully
read and is familiar with their provisions, and hereby accepts the Option subject to all of their respective terms and conditions.
Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that
Optionee should consult a tax adviser prior to such exercise or disposition. Optionee agrees and acknowledges that the Vesting
Schedule may change prospectively in the event that Optionee’s service status changes between full- and part-time status
in accordance with Company policies relating to work schedules and vesting of equity awards.


 


Execution and Delivery: This Grant
Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party
or via email or any other means of electronic delivery specified by the Company. By Optionee’s acceptance hereof (whether
written, electronic or otherwise), Optionee agrees, to the fullest extent permitted by law, that in lieu of receiving documents
in paper format, Optionee accepts the electronic delivery of any documents that the Company (or any third party the Company may
designate), may deliver in connection with this grant (including the Plan, this Grant Notice, the Stock Option Agreement, the information
described in Rules 701(e)(2),


 


(3), (4) and (5) under the Securities Act
(the “701 Disclosures ”), account statements, or other communications or information) whether via the
Company’s intranet or the Internet site of such third party or via email or such other means of electronic delivery specified
by the Company.


 


AUGMEDIX, INC.


 


	By/Signature:  	See eShares	 	Optionee Signature: 	See eShares
	 	 	 
	Typed Name: 	See eShares	 	Optionee’s Name: 	See eShares
	 	 	 
	Title: 	See eShares	 	 
	 	 	 
	Attachment: Exhibit A – Stock Option Agreement 



 



    	 	17	 



     


    

 


Exhibit A


 


Stock Option Agreement


 




    	 	18	 



     


    

EXHIBIT A


EARLY EXERCISE FORM


 


STOCK OPTION AGREEMENT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


This Stock Option Agreement
(this “Agreement ”) is made and entered into as of the date of grant (the “Date of Grant”)
set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”)
by and between Augmedix, Inc., a Delaware corporation (the “Company ”), and the optionee named on the
Grant Notice (the “Optionee”). Capitalized terms not defined in this Agreement shall have the meaning
ascribed to them in the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”),
or in the Grant Notice, as applicable.


 


1. GRANT
OF OPTION. The Company hereby grants to Optionee an option (this “Option”) to purchase up to the
total number of shares of Common Stock of the Company, $0.00001 par value per share (the “Common Stock”),
set forth in the Grant Notice as the Shares (the “Shares”) at the Exercise Price Per Share set forth
in the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of the Grant Notice,
this Agreement and the Plan. If designated as an Incentive Stock Option in the Grant Notice, this Option is intended to qualify
as an incentive stock option (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), except that if on the Date of Grant Optionee is not subject to U.S.
income tax, then this Option shall be a NQSO.


 


 2. EXERCISE PERIOD.




 


2.1. Exercise Period
of Option. Subject to the conditions set forth in this Agreement, all or part of this Option may be exercised at any time
after the Date of Grant. Shares purchased by exercising this Option may be subject to the Repurchase Option as set forth in Section
7 below. This Option will become vested during its term as to portions of the Shares in accordance with the Vesting Schedule set
forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, on or after Optionee’s
Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination
Date.


 


2.2. Vesting of
Option Shares. Shares with respect to which this Option is vested at a given time pursuant to the Vesting Schedule set
forth in the Grant Notice are “Vested Shares.” Shares with respect to which this Option is not
vested at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “Unvested Shares.”


 


2.3. Expiration.
The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.


 


 3. TERMINATION.




 


3.1. Termination
for Any Reason except Death, Disability or Cause. Except as provided in subsection 3.2 in a case in which Optionee dies
within three (3) months after Optionee is Terminated other than for Cause, if Optionee is Terminated for any reason (other than
Optionee’s death or Disability or for Cause), then (a) on and after Optionee’s Termination Date, this Option shall
expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that
are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) that it is
exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than three
(3) months after Optionee’s Termination Date (but in no event may this Option be exercised after the Expiration Date).




    	 	19	 



     


    

3.2. Termination
Because of Death or Disability. If Optionee is Terminated because of Optionee’s death or Disability (or if Optionee
dies within three (3) months of the date of Optionee’s Termination for any reason other than for Cause), then (a) on and
after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares
and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination Date and (b) this
Option, to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on Optionee’s Termination
Date, may be exercised by Optionee (or Optionee’s legal representative) no later than twelve (12) months after Optionee’s
Termination Date, but in no event later than the Expiration Date. Any exercise of this Option beyond (i) three (3) months after
the date Optionee ceases to be an employee when Optionee’s Termination is for any reason other than Optionee’s death
or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the date Optionee ceases to
be an employee when the termination is for Optionee’s disability, within the meaning of Section 22(e)(3) of the Code, is
deemed to be an NQSO.


 


3.3. Termination
for Cause. If Optionee is Terminated for Cause, then Optionee may exercise this Option, but only with respect to any Shares
that are Vested Shares on Optionee’s Termination Date, and this Option shall expire on Optionee’s Termination Date,
or at such later time and on such conditions as may be affirmatively determined by the Committee. On and after Optionee’s
Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised
with respect to any Shares that are Unvested Shares on Optionee’s Termination Date.


 


3.4. No Obligation
to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without
Cause.


 


 4. MANNER OF EXERCISE.




 


4.1. Stock
Option Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after
Optionee’s death or incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must
deliver to the Company an executed Stock Option Exercise Notice and Agreement in the form, which may be electronic or paper,
attached hereto as Annex A, or in such other form as may be specified by the Committee from time to time (the
“Exercise Agreement”) and payment for the shares being purchased in accordance with this Agreement.
The Exercise Agreement shall set forth, among other things, (i) Optionee’s election to exercise this Option, (ii) the
number of Shares being purchased, (iii) any representations, warranties and agreements regarding Optionee’s investment
intent and access to information as may be required by the Company to comply with applicable securities laws in connection
with any exercise of this Option, (iv) any other agreements required by the Company and (v) Optionee’s obligation to
execute and deliver certain Stock Powers and Assignments Separate from Stock Certificate to the Company. If someone other
than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company
verifying that such person has the legal right to exercise this Option and such person shall be subject to all of the
restrictions contained herein as if such person were Optionee.


 


4.2. Limitations
on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.


 






    	 	20	 



     


    

 


4.3. Payment.
The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check,
ACH or wire transfer), or where permitted by law:


 





 (a) by cancellation of indebtedness of the Company owed to Optionee;




 


(b) by
surrender of shares of the Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and:
(i) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and,
if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such
shares) or (ii) that were obtained by Optionee in the public market;


 


(c) by
participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;


 


(d) provided
that a public market for the Common Stock exists, subject to compliance with applicable law, by exercising as set forth below,
through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise
this Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer
irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or


 


(e) by any combination of the
foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of
Shares.


 


4.4. Tax Withholding.
Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state
and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to
the minimum amount of taxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s
behalf (without further authorization); but in no event will the Company withhold Shares or “sell to cover” if such
withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the
Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuable upon exercise.


 


4.5. Issuance of
Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company,
the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s
authorized assignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.


 


5. COMPLIANCE
WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o) and Rule 701. Any provision
of this Agreement that is inconsistent with Section 25102(o) or Rule 701 shall, without further act or amendment by the Company
or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Option
and the issuance and transfer of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be
listed at the time of such issuance or transfer. Optionee understands that the Company is under no obligation to register or qualify
the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.


 


6.
NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any manner other than by will or by the laws of
descent and distribution, and, with respect to NQSOs, by instrument to a testamentary trust in which the options are to be
passed to beneficiaries upon the death of the trustor (settlor) or a revocable trust, or by gift to “immediate
family” as that term is defined in 17 C.F.R. 240.16a-1(e), and, unless this Option is transferred pursuant to the terms
of this Section during the lifetime of Optionee, may be exercised only by Optionee or in the event of Optionee’s
incapacity, by Optionee’s legal representative. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of Optionee.


 






    	 	21	 



     


    

 


7. COMPANY’S
REPURCHASE OPTION FOR UNVESTED SHARES. If Optionee is Terminated for any reason, or no reason, including without limitation,
Optionee’s death, Disability, voluntary resignation or termination by the Company with or without Cause, then the Company
and/or its assignee(s) shall have the option to repurchase all or a portion of the Optionee’s Unvested Shares (as defined
in Section 2.2 of this Agreement) as of the Termination Date on the terms and conditions set forth in this Section 7 (the “Repurchase
Option”).


 


7.1. Termination
and Termination Date. In case of any dispute as to whether Optionee is Terminated, the Committee shall have discretion
to determine whether Optionee has been Terminated and the effective date of such Termination (the “Termination Date”).


 


7.2. Exercise of
Repurchase Option. Subject to the foregoing provisions of this Section, at any time within ninety (90) days after the Optionee’s
Termination Date (or, in the case of securities issued upon exercise of this Option after the Optionee’s Termination Date,
within ninety (90) days after the date of such exercise), the Company and/or its assignee(s), may elect to repurchase any
or all the Optionee’s Unvested Shares by giving Optionee written notice of exercise of the Repurchase Option.


 


7.3. Calculation
of Repurchase Price for Unvested Shares. The Company or its assignee shall have the option to repurchase from Optionee
(or from Optionee’s personal representative as the case may be) the Unvested Shares at the Optionee’s Exercise Price,
as such may be proportionately adjusted for any stock split or similar change in the capital structure of the Company as set forth
in Section 2.2 of the Plan (the “Repurchase Price”).


 


7.4. Payment of
Repurchase Price. The Repurchase Price shall be payable, at the option of the Company or its assignee, by check or by cancellation
of all or a portion of any outstanding indebtedness owed by Optionee to the Company and/or such assignee, or by any combination
thereof. The Repurchase Price shall be paid without interest within the term of the Repurchase Option as described in Section 7.2.


 


7.5. Right of Termination
Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever the
right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Optionee’s employment or other relationship
with Company (or any Parent or Subsidiary of the Company) at any time, for any reason or no reason, with or without Cause.


 


 8. RESTRICTIONS ON TRANSFER.




 


8.1. Disposition of Shares.
Optionee hereby agrees that Optionee shall make no disposition of any of the Shares (other than as permitted by this Agreement)
unless and until:


 


(a) Optionee shall have notified the
Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed
disposition;


 


(b) Optionee
shall have complied with all requirements of this Agreement applicable to the disposition of the Shares;


 


(c) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that
(i) the proposed disposition does not require registration of the Shares under the Securities Act or under any applicable
state securities laws or (ii) all appropriate actions necessary for compliance with the registration requirements of the
Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) or applicable
state securities laws have been taken; and


 






    	 	22	 



     


    

 


(d) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed disposition
will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the regulations
promulgated under Section 25102(o), Rule 701 or under any other applicable securities laws or adversely affect the Company’s
ability to rely on the exemption(s) from registration under the Securities Act or under any other applicable securities laws for
the grant of the Option, the issuance of Shares thereunder or any other issuance of securities under the Plan.


 


8.2. Restriction
on Transfer. Optionee shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or
otherwise dispose of any of the Shares which are subject to the Company’s Repurchase Option or the Right of First Refusal
described below, except as permitted by this Agreement.


 


8.3. Transferee
Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers
specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company
that such person is bound by the provisions of this Agreement and that the transferred Shares are subject to (i) both the Company’s
Repurchase Option and the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of
Section 9 below, to the same extent such Shares would be so subject if retained by Optionee.


 


9. MARKET
STANDOFF AGREEMENT. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of the
Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee will not,
if requested by the managing underwriter(s) in the initial underwritten sale of Common Stock of the Company to the public pursuant
to a registration statement filed with, and declared effective by, the SEC under the Securities Act (the “IPO”),
for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such
IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock or
securities convertible into Common Stock, except for: (i) transfers of Shares permitted under Section 10.6 hereof so long
as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Section 9 as
a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO.
For the avoidance of doubt, the provisions of this Section shall only apply to the IPO. The restricted period shall in any event
terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose stop transfer
instructions with respect to the Shares until the end of such period. Optionee further agrees to enter into any agreement reasonably
required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions
of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a
merger, consolidation, business combination or similar transaction.


 


10.
COMPANY’S RIGHT OF FIRST REFUSAL. Optionee shall not have any of the rights of a stockholder with respect to any
Shares unless and until such Shares are issued to Optionee. Unvested Shares may not be sold or otherwise transferred, or
pledged by Optionee or made subject to a security interest, pledge or other lien without the Company’s prior written
consent, which may be withheld in the Company’s sole and absolute discretion. Before any Vested Shares held by Optionee
or any transferee of such Vested Shares (either sometimes referred to herein as the “Holder”) may
be sold or otherwise transferred (including, without limitation, a transfer by gift or operation of law), the Company and/or
its assignee(s) will have a right of first refusal to purchase the Vested Shares to be sold or transferred (the
“Offered Shares”) on the terms and conditions set forth in this Section (the “Right of
First Refusal”).


 






    	 	23	 



     


    

 


10.1. Notice of
Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address
of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of Offered
Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Offered Shares (the “ Offered Price”); and (v) that the Holder acknowledges
this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right
of First Refusal at the Offered Price as provided for in this Agreement.


 


10.2. Exercise
of Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered
Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined
as specified below.


 


10.3. Purchase
Price. The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided
that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) then the purchase
price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes
consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will
conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 


10.4. Payment.
Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company
(or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of
the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 


10.5. Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer
such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such
sale or other transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale or other transfer
is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions
of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described
in the Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then a new Notice must be given
to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder
may be sold or otherwise transferred.


 






    	 	24	 



     


    

 


10.6. Exempt
Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be
exempt from the Right of First Refusal: (i) the transfer of any or all of the Vested Shares during Optionee’s lifetime
by gift or on Optionee’s death by will or intestacy to any member(s) of Optionee’s “Immediate Family”
(as defined below) or to a trust for the benefit of Optionee and/or member(s) of Optionee’s Immediate Family, provided
that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section
will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer
of Vested Shares made pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation
or corporations or a conversion of the Company into another form of legal entity (except that the Right of First Refusal will
continue to apply thereafter to such Vested Shares, in which case the surviving corporation of such merger or consolidation
or the resulting entity of such conversion shall succeed to the rights of the Company under this Section unless the agreement
of merger or consolidation or conversion expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant to
the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will
mean Optionee’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child,
grandchild or adopted grandchild of Optionee or Optionee’s spouse, or the spouse of any of the above or Spousal
Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent”
provided the following circumstances are true: (i) irrespective of whether or not the Optionee and the Spousal Equivalent are
the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain
so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to
consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in
the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial
obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so
indefinitely.


 


10.7. Termination
of Right of First Refusal. The Right of First Refusal will terminate as to all Shares: (i) on the effective date of the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective
by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant
to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant
to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common
stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or
(iii) on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal
entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange
Act.


 


10.8. Encumbrances
on Vested Shares. Optionee may grant a lien or security interest in, or pledge, hypothecate or encumber Vested Shares only
if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is
made, agrees in a writing satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or encumbrance
will not adversely affect or impair the Right of First Refusal or the rights of the Company and/or its assignee(s) with respect
thereto and will not apply to such Vested Shares after they are acquired by the Company and/or its assignees under this Section;
and (ii) the provisions of this Agreement will continue to apply to such Vested Shares in the hands of such party and any transferee
of such party. Optionee may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares.


 


11. RIGHTS
AS A STOCKHOLDER. Subject to the terms and conditions of this Agreement, Optionee will have all of the rights of a stockholder
of the Company with respect to the Shares from and after the date that Shares are issued to Optionee pursuant to, and in accordance
with, the terms of the Exercise Agreement until such time as Optionee disposes of the Shares or the Company and/or its assignee(s)
exercise(s) the Repurchase Option or the Right of First Refusal. Upon an exercise of the Repurchase Option or the Right of First
Refusal, Optionee will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to
receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Optionee will promptly surrender
the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.


 






    	 	25	 



     


    

 


12. ESCROW. As
security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon issuance of the stock
certificate(s) evidencing the Shares, consent to the delivery of such certificate(s), together with two (2) copies of a blank
Stock Power and Assignment Separate from Stock Certificate in the form attached to the Exercise Agreement (the
“Stock Powers”), both executed by Purchaser (and Purchaser’s spouse, if any) (with the
transferee, certificate number, date and number of Shares left blank), to the Secretary of the Company or other designee of
the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) and Stock
Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in
accordance with the terms of this Agreement. Optionee and the Company agree that Escrow Holder will not be liable to any
party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or
intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any
letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel
and obey any order of any court with respect to the transactions contemplated by this Agreement and will not be liable for
any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or a court order.
The Shares will be released from escrow upon termination of both the Repurchase Option and the Right of First Refusal.


 


 13. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.




 


13.1. Legends.
Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s)
evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s
Certificate of Incorporation or Bylaws, any other agreement between Optionee and the Company, or any agreement between Optionee
and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing
the Shares under the terms of any agreement to which the Company is or may become bound or obligated):


 


(a) THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


(b) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE REPURCHASE OPTION
AND RIGHT OF FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER
AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER
RESTRICTIONS, INCLUDING THE REPURCHASE OPTION AND RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(c) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK OPTION AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.
AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN PUBLIC OFFERINGS
OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


 







    	 	26	 



     


    

13.2. Stop- Transfer
Instructions. Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company
may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


13.3. Refusal to
Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


14. CERTAIN
TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal tax consequences
of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.


 


14.1. Exercise
of ISO. If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will
be treated as a tax preference item for federal alternative minimum tax purposes and may subject the Optionee to the alternative
minimum tax in the year of exercise.


 


14.2. Exercise
of Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular federal income tax liability
upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If
Optionee is a current or former employee of the Company, the Company may be required to withhold from Optionee’s compensation
or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.


 


14.3. Disposition
of Shares. The following tax consequences may apply upon disposition of the Shares.


 


(a) Incentive
Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to
the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of
the Shares will be treated as long term capital gain for federal income tax purposes. If Vested Shares purchased under an ISO are
disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were exercised prior
to vesting coincident with the filing of an 83(b) Election, the amount taxed because of a disqualifying disposition will be based
upon the excess, if any, of the fair market value on the date of vesting over the exercise price.


 


(b) Nonqualified Stock
Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.


 


14.4. Section
83(b) Election for Unvested Shares. With respect to Unvested Shares, which are subject to the Repurchase Option,
unless an election is filed by Optionee with the Internal Revenue Service (and, if necessary, the proper state taxing
authorities), within thirty (30) days of the purchase of the Unvested Shares, electing pursuant to Section 83(b) of
the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the Exercise Price
of the Unvested Shares and their Fair Market Value on the date of purchase, there may be a recognition of taxable income
(including, where applicable, alternative minimum taxable income) to Optionee, measured by the excess, if any, of the Fair
Market Value of the Unvested Shares at the time they cease to be Unvested Shares, over the Exercise Price of the Unvested
Shares.


 






    	 	27	 



     


    

 


 15. GENERAL PROVISIONS.




 


15.1. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.


 


15.2. Entire Agreement.
The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice,
the Plan and the Exercise Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede all prior undertakings and agreements with respect to such subject matter.


 


16. NOTICES.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing
and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following:
(i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received,
if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified
herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone
and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with
an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of
the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United
States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United
States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with
postage and/or other charges prepaid and properly addressed to Optionee at the last known address or facsimile number on the books
of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of
notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to
the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as
received.


 


17. SUCCESSORS
AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under both
the Right of First Refusal and Repurchase Option. This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee
and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.


 


18. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California as such
laws are applied to agreements between California residents entered into and to be performed entirely within California. If any
provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced
to the maximum extent possible and the other provisions will remain fully effective and enforceable.


 


19. FURTHER
ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of this Agreement.


 


20. TITLES
AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded
in interpreting or construing this Agreement.


  




    	 	28	 



     


    

Unless otherwise specifically stated, all references herein
to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.


 


21. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.


 


22. SEVERABILITY.
If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties
hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder
of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable)
never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial
benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of
competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.


 


 * * * * * 




 


Attachments:


 


Annex A: Form of Stock Option Exercise Notice and Agreement


  




    	 	29	 



     


    

 


ANNEX A


 


FORM OF STOCK OPTION EXERCISE NOTICE
AND AGREEMENT


 




    	 	30	 



     


    

EARLY EXERCISE FORM


 


STOCK OPTION EXERCISE NOTICE AND AGREEMENT


 


Augmedix, inc.


 


2013 Equity Incentive Plan


 


*NOTE: You must sign this Notice
on Page 3 before submitting it to Augmedix, Inc. (the “Company”).


 


Optionee
Information: Please provide the following information about yourself (“Optionee”):


 


	Name:   	See eShares	 	Social Security Number:  	See eShares
	Address: 	See eShares	 	Employee Number: 	See eShares
	 	 	 	Email Address: 	See eShares



 


Option Information:
Please provide this information on the option being exercised (the “Option”):


 


	Date of Grant: 	See eShares	 	Type of Stock Option:
	Option Price per Share:  	See eShares	 	See eShares
	Total number of shares of Common Stock of the Company subject to the Option: 	See eShares	 	 



 


Exercise Information:


 


Number of shares of Common Stock of the Company for which
the Option is now being exercised ________________. (These shares are referred to below as the “Purchased
Shares.”)


 


Total Exercise Price Being Paid for the Purchased Shares: $____________


 


Form of payment [check all that apply]:


 


		☐	Check for $____________,
payable to “Augmedix, Inc.”



 


		☐	Certificate(s) for ________________ shares of Common Stock
of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]



 


		☐	ACH



 


Agreements,
Representations And Acknowledgments Of Optionee: By signing this Stock Option Exercise Notice and Agreement,
Optionee hereby agrees with, and represents to, the Company as follows:


 


		1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased
Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option
Agreement that govern the Option, including without limitation the terms of the Company’s 2013 Equity Incentive Plan, as
it may be amended (the “Plan”).



 


		2.	Investment Intent; Securities Law Restrictions. I
represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only,
and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”). I understand that the Purchased Shares
have not been registered under the Securities Act by reason of a specific exemption from such registration requirement and that
the Purchased Shares must be held by me indefinitely, unless they are subsequently registered under the Securities Act or I obtain
an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I
acknowledge that the Company is under no obligation to register the Purchased Shares under the Securities Act or under any other
securities law.



 






    	 	31	 



     


    

 


EARLY EXERCISE FORM


 


		3.	Restrictions on Transfer: Rule 144. I will not sell,
transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934,
or the rules promulgated thereunder (including Rule 144 under the Securities Act described below “Rule 144”)) or of
any other applicable securities laws. I am aware of Rule 144, which permits limited public resales of securities acquired in a
non-public offering, subject to satisfaction of certain conditions, which include (without limitation) that: (a) certain current
public information about the Company is available; (b) the resale occurs only after the holding period required by Rule 144 has
been met; (c) the sale occurs through an unsolicited “broker’s transaction;” and (d) the amount of securities
being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set
forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.



 


		4.	Access to Information; Understanding of Risk in Investment.
I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding
whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the issuance of the Purchased Shares. I am aware that my investment in the Company is a
speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my
financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the
Purchased Shares.



 


		5.	Rights of First Refusal; Repurchase Options; Market Stand-off. I acknowledge that the Purchased
Shares remain subject to the Company’s Right of First Refusal, the Company’s Repurchase Option (with respect to unvested
Purchased Shares) and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with
the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option



 


		6.	Form of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser
to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my
Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares
to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition”
for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



 


		7.	Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine
the tax consequences of acquiring the Purchased Shares at this time.



 


		8.	Other Tax Matters. I agree that the Company does
not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes my tax liabilities.
I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arising from my options
or my other compensation. In particular, I acknowledge that my options (including the Option) are exempt from Section 409A of
the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Common
Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an established securities
market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by
the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation,
and I will not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal
Revenue Service asserts that the valuation was too low.



 






    	 	32	 



     


    

 


EARLY EXERCISE FORM


 


		9.	Spouse Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



 


		10.	Tax Withholding. As a condition of exercising this
Option, I agree to make adequate provision for foreign, federal, state or other tax withholding obligations, if any, which arise
upon the grant, vesting or exercise of this Option, or disposition of the Purchased Shares, whether by withholding, direct payment
to the Company, or otherwise.



 


IMPORTANT NOTE: UNVESTED
PURCHASED SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY. PLEASE CONSULT WITH YOUR TAX ADVISER CONCERNING THE ADVISABILITY OF
FILING AN 83(b) ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE PURCHASE OF SHARES
TO BE EFFECTIVE.


 


A form of Election under Section
83(b) is attached hereto as Exhibit 1 for reference. Unless an 83(b) election is timely filed with the Internal Revenue
Service (and, if necessary, the proper state taxing authorities), electing pursuant to Section 83(b) of the Internal Revenue Code
(and similar state tax provisions, if applicable) to be taxed currently on any difference between the purchase price of the Unvested
Purchased Shares and their fair market value on the date of purchase, there may be a recognition of taxable income (including,
where applicable, alternative minimum taxable income) to you, measured by the excess, if any, of the Fair Market Value of the Unvested
Purchased Shares at the time they cease to be Unvested Purchased Shares, over the purchase price of the Unvested Purchased Shares.


 


The undersigned hereby executes
and delivers this Stock Option Exercise Notice and Agreement and agrees to be bound by its terms


 


	Signature:	 	Date:
	 	 	 
	See eShares	 	See eShares
	Optionee’s Name:	 	 
	 	 	 
	Attachments:	 	 
	 	 	 
	Exhibit 1 – Section 83(b) Election Form	 	 


 


[Signature Page to Stock Option Exercise
Notice and Agreement]


 




    	 	33	 



     


    

 


EARLY EXERCISE FORM


 


EXHIBIT 1


 


SECTION 83(b) ELECTION


 




    	 	34	 



     


    

 


ELECTION UNDER SECTION 83(B) OF THE


 


INTERNAL REVENUE CODE


 


The undersigned Taxpayer hereby elects,
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the Taxpayer’s
current taxable year the excess, if any, of the fair market value of the property described below at the time of transfer over
the amount paid for such property, as compensation for services.


 


		1.	TAXPAYER’S NAME: 	                        



 


		 	TAXPAYER’S ADDRESS:	                        
	 	 	 	                        





 


		 	SOCIAL SECURITY NUMBER:	                        
	 	 	 	 
	 	 	TAXABLE YEAR:	Calendar
Year _____









 


		2.	The property with respect to which the election is made
is described as follows: _______ shares of Common Stock, par value $0.00001 per share, of Augmedix, Inc., a Delaware corporation
(the “Company”), which is Taxpayer’s employer or the corporation for whom the Taxpayer performs
services.



 


		3.	The date on which the shares were transferred was ____________________, _____.



 


		4.	The shares are subject to the following restrictions: The Company may repurchase all or a portion
of the shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination
of employment or services.



 


		5.	The fair market value of the shares at the time of transfer (without regard to restrictions other
than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) was $____ per share x __________ shares
= $__________.



 


		6.	The amount paid for such shares was $____ per share x __________ shares = $__________.



 


		7.	The amount to include in the Taxpayer’s gross income for the Taxpayer’s current taxable year is $_________.



 


THIS ELECTION MUST BE FILED WITH THE
INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN
30 DAYS AFTER THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR
THE CALENDAR YEAR. A COPY OF THE ELECTION HAS ALSO BEEN FURNISHED TO THE COMPANY. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT
OF THE IRS.


 


	Dated: 	 	 	 
	 	 	Taxpayer’s Signature



 




    	 	35	 



     


    

 


NOTICE OF STOCK OPTION GRANT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


The Optionee named below (“Optionee”)
has been granted an option (this “Option”) to purchase shares of Common Stock, $0.00001 par value per
share (the “Common Stock”), of Augmedix, Inc., a Delaware corporation (the “Company”),
pursuant to the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”)
on the terms, and subject to the conditions, described below and in the Stock Option Agreement attached hereto as Exhibit
A, including its annexes (the “Stock Option Agreement”).


  


	Optionee:	See eShares	 
	 	 	 
	Maximum Number of Shares Subject	
	to this Option (the “Shares”):	See eShares	 
	 	 	 
	Exercise Price Per Share:	See eShares	 
	 	 	 
	Date of Grant:	See eShares	 
	 	 	 
	Vesting Start Date:	See eShares	 
	 	 	 
	Exercise Schedule:	This Option is immediately
    exercisable for all of the Shares, subject to the terms of the Stock Option Agreement
	 	 
	Expiration Date:	The date ten (10) years after the
    Date of Grant set forth above, subject to earlier expiration in
    the event of Termination as provided in Section 3 of the Stock Option Agreement.
	 	 
	Tax Status of Option:	See eShares	 
	 	 	 
	Vesting Schedule:	See eShares	 


 


General; Agreement: By Optionee’s
acceptance of this Option, Optionee and the Company agree that this Option is granted under and governed by this Notice of Stock
Option Grant (this “Grant Notice”) and by the provisions of the Plan and the Stock Option Agreement.
The Plan and the Stock Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall
have the meanings given to them in the Plan or in the Stock Option Agreement, as applicable. By acceptance of this Option, Optionee
acknowledges receipt of a copy of this Grant Notice, the Plan and the Stock Option Agreement, represents that Optionee has carefully
read and is familiar with their provisions, and hereby accepts the Option subject to all of their respective terms and conditions.
Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that
Optionee should consult a tax adviser prior to such exercise or disposition. Optionee agrees and acknowledges that the Vesting
Schedule may change prospectively in the event that Optionee’s service status changes between full- and part-time status
in accordance with Company policies relating to work schedules and vesting of equity awards.


 




    	 	36	 



     


    

Execution and Delivery: This Grant
Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party
or via email or any other means of electronic delivery specified by the Company. By Optionee’s acceptance hereof (whether
written, electronic or otherwise), Optionee agrees, to the fullest extent permitted by law, that in lieu of receiving documents
in paper format, Optionee accepts the electronic delivery of any documents that the Company (or any third party the Company may
designate), may deliver in connection with this grant (including the Plan, this Grant Notice, the Stock Option Agreement, the information
described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act (the “701 Disclosures ”), account
statements, or other communications or information) whether via the Company’s intranet or the Internet site of such third
party or via email or such other means of electronic delivery specified by the Company.


 


	Augmedix, Inc.	 	Optionee
	 	 	 	 	 
	Signature: 
	See eShares	 	Signature:
 	See eShares
	 	 	 
	Typed Name: 	See eShares	 	Name: 	See eShares
	 	 	 
	Title: 	See eShares	 	 


 


Attachment:


 


Exhibit A – Stock Option Agreement


  




    	 	37	 



     


    

 


Exhibit A


 


Stock Option Agreement


 




    	 	38	 



     


    

EXHIBIT A


 


STOCK OPTION AGREEMENT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


This Stock Option Agreement
(this “Agreement ”) is made and entered into as of the date of grant (the “Date of Grant”)
set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”)
by and between Augmedix, Inc., a Delaware corporation (the “Company ”), and the optionee named on the
Grant Notice (the “Optionee”). Capitalized terms not defined in this Agreement shall have the meaning
ascribed to them in the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”),
or in the Grant Notice, as applicable.


 


1. GRANT
OF OPTION. The Company hereby grants to Optionee an option (this “Option”) to purchase up to the
total number of shares of Common Stock of the Company, $0.00001 par value per share (the “Common Stock”),
set forth in the Grant Notice as the Shares (the “Shares”) at the Exercise Price Per Share set forth
in the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of the Grant Notice,
this Agreement and the Plan. If designated as an Incentive Stock Option in the Grant Notice, this Option is intended to qualify
as an incentive stock option (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), except that if on the Date of Grant Optionee is not subject to U.S.
income tax, then this Option shall be a NQSO.


 


 2. EXERCISE PERIOD.




 


2.1 Exercise Period
of Option. This Option is considered to be “vested” with respect to any particular Shares when this Option
is exercisable with respect to such Shares. This Option will become vested during its term as to portions of the Shares in accordance
with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary,
on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares
on Optionee’s Termination Date.


 


2.2 Vesting of
Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting
Schedule set forth in the Grant Notice are “Vested Shares.” Shares with respect to which this
Option is not vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “Unvested
Shares.”


 


2.3 Expiration.
The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.


 


 3. TERMINATION.




 


3.1 Termination
for Any Reason Except Death, Disability or Cause. Except as provided in subsection 3.2 in a case in which Optionee dies
within three (3) months after Optionee is Terminated other than for Cause, if Optionee is Terminated for any reason (other than
Optionee’s death or Disability or for Cause), then (a) on and after Optionee’s Termination Date, this Option shall
expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that
are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) that it is
exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than three
(3) months after Optionee’s Termination Date (but in no event may this Option be exercised after the Expiration Date).


 






    	 	39	 



     


    

 


3.2 Termination
Because of Death or Disability. If Optionee is Terminated because of Optionee’s death or Disability (or if
Optionee dies within three (3) months of the date of Optionee’s Termination for any reason other than for Cause), then
(a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are
Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination
Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on
Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than
twelve (12) months after Optionee’s Termination Date, but in no event later than the Expiration Date. Any exercise of
this Option beyond (i) three (3) months after the date Optionee ceases to be an employee when Optionee’s Termination is
for any reason other than Optionee’s death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii)
twelve (12) months after the date Optionee ceases to be an employee when the termination is for Optionee’s disability,
within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO.


 


3.3 Termination
for Cause. If Optionee is Terminated for Cause, then Optionee may exercise this Option, but only with respect to any Shares
that are Vested Shares on Optionee’s Termination Date, and this Option shall expire on Optionee’s Termination Date,
or at such later time and on such conditions as may be affirmatively determined by the Committee. On and after Optionee’s
Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised
with respect to any Shares that are Unvested Shares on Optionee’s Termination Date.


 


3.4 No Obligation
to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without
Cause.


 


 4. MANNER OF EXERCISE.




 


4.1 Stock Option
Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee’s death
or incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed
Stock Option Exercise Notice and Agreement in the form, which may be electronic or paper, attached hereto as Annex A,
or in such other form as may be specified by the Committee from time to time (the “Exercise Agreement”)
and payment for the shares being purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other
things, (i) Optionee’s election to exercise this Option, (ii) the number of Shares being purchased, (iii) any representations,
warranties and agreements regarding Optionee’s investment intent and access to information as may be required by the Company
to comply with applicable securities laws in connection with any exercise of this Option, (iv) any other agreements required by
the Company and (v) Optionee’s obligation to execute and deliver certain Stock Powers and Assignments Separate from Stock
Certificate to the Company. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably
acceptable to the Company verifying that such person has the legal right to exercise this Option and such person shall be subject
to all of the restrictions contained herein as if such person were Optionee.


 


4.2 Limitations
on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.


 


4.3 Payment.
The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by
check, ACH or wire transfer), or where permitted by law:


 


 (a) by cancellation of indebtedness of the Company owed to Optionee;




 




    	 	40	 



     


    

 


(b) by
surrender of shares of the Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and:
(i) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and,
if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such
shares) or (ii) that were obtained by Optionee in the public market;


 


(c) by
participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;


 


(d) provided
that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below,
through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise
this Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer
irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or


 


(e) by any combination of the
foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of
Shares.


 


4.4 Tax Withholding.
Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state
and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to
the minimum amount of taxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s
behalf (without further authorization); but in no event will the Company withhold Shares or “sell to cover” if such
withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the
Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuable upon exercise.


 


4.5 Issuance of
Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company,
the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s
authorized assignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.


 


5. COMPLIANCE
WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o) and Rule 701. Any provision
of this Agreement that is inconsistent with Section 25102(o) or Rule 701 shall, without further act or amendment by the Company
or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Option
and the issuance and transfer of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be
listed at the time of such issuance or transfer. Optionee understands that the Company is under no obligation to register or qualify
the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.


 


6.
NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any manner other than by will or by the laws of
descent and distribution, and, with respect to NQSOs, by instrument to a testamentary trust in which the options are to be
passed to beneficiaries upon the death of the trustor (settlor) or a revocable trust, or by gift to “immediate
family” as that term is defined in 17 C.F.R. 240.16a-1(e), and, unless this Option is transferred pursuant to the terms
of this Section during the lifetime of Optionee, may be exercised only by Optionee or in the event of Optionee’s
incapacity, by Optionee’s legal representative. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of Optionee.


 






    	 	41	 



     


    

 


 7. RESTRICTIONS ON TRANSFER.




 


7.1 Disposition of Shares. Optionee
hereby agrees that Optionee shall make no disposition of any of the Shares (other than as permitted by this Agreement) unless and
until:


 


(a) Optionee shall have notified the
Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed
disposition;


 


(b) Optionee
shall have complied with all requirements of this Agreement applicable to the disposition of the Shares;


 


(c) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i)
the proposed disposition does not require registration of the Shares under the Securities Act or under any applicable state securities
laws or


 


(ii) all
appropriate actions necessary for compliance with the registration requirements of the Securities Act or of any exemption from
registration available under the Securities Act (including Rule 144) or applicable state securities laws have been taken; and


 


(d) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed disposition
will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the regulations
promulgated under Section 25102(o), Rule 701 or under any other applicable securities laws or adversely affect the Company’s
ability to rely on the exemption(s) from registration under the Securities Act or under any other applicable securities laws for
the grant of the Option, the issuance of Shares thereunder or any other issuance of securities under the Plan.


 


7.2 Restriction
on Transfer. Optionee shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or
otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except
as permitted by this Agreement.


 


7.3 Transferee
Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers
specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company
that such person is bound by the provisions of this Agreement and that the transferred Shares are subject to (i) the Company’s
Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 8 below, to the same extent such Shares
would be so subject if retained by Optionee.


 


8. MARKET
STANDOFF AGREEMENT. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of
the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee
will not, if requested by the managing underwriter(s) in the initial underwritten sale of Common Stock of the Company to the
public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act (the
“IPO”), for a period of up to one hundred eighty (180) days following the effective date of the
registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or
otherwise dispose of any Common Stock or securities convertible into Common Stock, except for: (i) transfers of Shares
permitted under Section 9.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their
written consent to be bound by this Section 8 as a condition precedent to such transfer; and (ii) sales of any securities to
be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only
apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In
order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates
representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the
end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement
the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply
to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation,
business combination or similar transaction.


 






    	 	42	 



     


    

 


9. COMPANY’S
RIGHT OF FIRST REFUSAL. Before any Shares held by Optionee or any transferee of such Shares (either sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including, without limitation, a transfer by gift
or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to be sold or
transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right
of First Refusal”).


 


9.1 Notice of Proposed
Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address
of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of Offered
Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Offered Shares (the “ Offered Price”); and (v) that the Holder acknowledges
this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right
of First Refusal at the Offered Price as provided for in this Agreement.


 


9.2 Exercise of
Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered
Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined
as specified below.


 


9.3 Purchase Price.
The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that
if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) then the purchase
price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes
consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will
conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 


9.4 Payment.
Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as
applicable), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder
to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof.
The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at
the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 


9.5 Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer
such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such
sale or other transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale or other transfer
is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions
of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described
in the Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then a new Notice must be given
to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder
may be sold or otherwise transferred.


 




    	 	43	 



     


    

 


9.6 Exempt Transfers.
Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt from the Right of
First Refusal: (i) the transfer of any or all of the Shares during Optionee’s lifetime by gift or on Optionee’s death
by will or intestacy to any member(s) of Optionee’s “Immediate Family” (as defined below) or to a trust for the
benefit of Optionee and/or member(s) of Optionee’s Immediate Family, provided that each transferee or other
recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred
Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made pursuant to a statutory merger, statutory
consolidation of the Company with or into another corporation or corporations or a conversion of the Company into another form
of legal entity (except that the Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving
corporation of such merger or consolidation or the resulting entity of such conversion shall succeed to the rights of the Company
under this Section unless the agreement of merger or consolidation or conversion expressly otherwise provides); or (iii) any transfer
of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family”
will mean Optionee’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child,
grandchild or adopted grandchild of Optionee or Optionee’s spouse, or the spouse of any of the above or Spousal Equivalent,
as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following
circumstances are true: (i) irrespective of whether or not the Optionee and the Spousal Equivalent are the same sex, they are the
sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither
are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are
not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside,
(vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together
in the same residence for the last twelve (12) months and intend to do so indefinitely.


 


9.7 Termination
of Right of First Refusal. The Right of First Refusal will terminate as to all Shares: (i) on the effective date of the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective
by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant
to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant
to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common
stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or
(iii) on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal
entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange
Act.


 


9.8 Encumbrances
on Shares. Optionee may grant a lien or security interest in, or pledge, hypothecate or encumber Shares only if each party
to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in
a writing satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or encumbrance will not adversely
affect or impair the Right of First Refusal or the rights of the Company and/or its assignee(s) with respect thereto and will not
apply to such Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the provisions of
this Agreement will continue to apply to such Shares in the hands of such party and any transferee of such party.


 


10. RIGHTS AS
A STOCKHOLDER. Optionee shall not have any of the rights of a stockholder with respect to any Shares unless and until
such Shares are issued to Optionee. Subject to the terms and conditions of this Agreement, Optionee will have all of the
rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Optionee
pursuant to, and in accordance with, the terms of the Exercise Agreement until such time as Optionee disposes of the Shares
or the Company and/or its assignee(s) exercise(s) the Right of First Refusal. Upon an exercise of the Right of First Refusal,
Optionee will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to
receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Optionee will promptly
surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.


 






    	 	44	 



     


    

 


11. ESCROW.
As security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon issuance of the
stock certificate(s) evidencing the Shares, to consent to the delivery of such certificate(s), together with two (2) copies of
a blank Stock Power and Assignment Separate from Stock Certificate in the form attached to the Exercise Agreement (the “Stock
Powers”), both executed by Purchaser (and Purchaser’s spouse, if any) (with the transferee, certificate number,
date and number of Shares left blank), to the Secretary of the Company or other designee of the Company (the “Escrow
Holder”), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions
and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Optionee
and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions
or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder
under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to
be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated
by this Agreement and will not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents,
the advice of counsel or a court order. The Shares will be released from escrow upon termination of the Right of First Refusal.


 


 12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.




 


12.1 Legends.
Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s)
evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s
Certificate of Incorporation or Bylaws, any other agreement between Optionee and the Company, or any agreement between Optionee
and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing
the Shares under the terms of any agreement to which the Company is or may become bound or obligated):


 


(a) THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


(b) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS,
INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(c) THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK OPTION AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN
PUBLIC OFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


 






    	 	45	 



     


    

 


12.2 Stop- Transfer
Instructions. Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company
may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


12.3 Refusal to
Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


13. CERTAIN
TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal tax consequences
of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.


 


13.1 Exercise of
ISO. If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will
be treated as a tax preference item for federal alternative minimum tax purposes and may subject the Optionee to the alternative
minimum tax in the year of exercise.


 


13.2 Exercise of
Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular federal income tax liability
upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If
Optionee is a current or former employee of the Company, the Company may be required to withhold from Optionee’s compensation
or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.


 


13.3 Disposition
of Shares. The following tax consequences may apply upon disposition of the Shares.


 


(a) Incentive
Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to
the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of
the Shares will be treated as long term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed
of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price.


 


(b) Nonqualified Stock
Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.


  




    	 	46	 



     


    

 14. GENERAL PROVISIONS.




 


14.1 Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.


 


14.2 Entire Agreement.
The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant
Notice, the Plan and the Exercise Agreement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior undertakings and agreements with respect to such subject matter.


 


15. NOTICES.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing
and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following:
(i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received,
if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified
herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone
and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with
an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of
the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United
States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United
States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with
postage and/or other charges prepaid and properly addressed to Optionee at the last known address or facsimile number on the books
of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of
notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to
the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as
received.


 


16. SUCCESSORS
AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the
Right of First Refusal. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee’s heirs,
executors, administrators, legal representatives, successors and assigns.


 


17. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California as such
laws are applied to agreements between California residents entered into and to be performed entirely within California. If any
provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced
to the maximum extent possible and the other provisions will remain fully effective and enforceable.


 


18. FURTHER
ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of this Agreement.


 


19. TITLES
AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded
in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections”
and “exhibits” will mean “sections” and “exhibits” to this Agreement.


 



    	 	47	 



     


    

 


20. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.


 


21. SEVERABILITY.
If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties
hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder
of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable)
never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial
benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of
competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.


 


* * * * *


 


Attachment: Annex A: Form of Stock Option Exercise
Notice and Agreement


  




    	 	48	 



     


    

 


ANNEX A


 


FORM OF STOCK OPTION EXERCISE NOTICE
AND AGREEMENT


 




    	 	49	 



     


    

 


STOCK OPTION EXERCISE NOTICE AND AGREEMENT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


*NOTE: You must sign this Notice
on Page 3 before submitting it to Augmedix, Inc. (the “Company”).


 


Optionee
Information: Please provide the following information about yourself (“Optionee”):


 


	Name:   	See eShares	 	Social Security Number:  	See eShares
	Address: 	See eShares	 	Employee Number: 	See eShares
	 	 	 	Email Address: 	See eShares


 


Option information: Please provide this information
on the option being exercised (the “Option”):


 


	Date of Grant: 	See eShares	 	Type of Stock Option:
	Option Price per Share:  	See eShares	 	See eShares
	Total number of shares of Common Stock of the Company subject to the Option: 	See eShares	 	 


 


Exercise Information:


 


Number of shares of Common Stock of the Company for which
the Option is now being exercised ________________. (These shares are referred to below as the “Purchased
Shares.”)


 


Total Exercise Price Being Paid for the Purchased Shares: $____________


 


Form of payment [check all that apply]:


 


		☐	Check for $____________, payable to “Augmedix,
Inc.”



  


		☐	Certificate(s) for ________________ shares of Common Stock
of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]



 


		☐	ACH



 


Agreements, Representations
And Acknowledgments Of Optionee: By signing this Stock


 


Option Exercise Notice and Agreement, Optionee hereby agrees
with, and represents to, the Company as follows:


 


		1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased
Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option
Agreement that govern the Option, including without limitation the terms of the Company’s 2013 Equity Incentive Plan, as
it may be amended (the “Plan”).



 


		2.	Investment Intent; Securities Law Restrictions. I represent and warrant to the Company that
I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in
connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”). I understand that the Purchased Shares have not been registered under the Securities
Act by reason of a specific exemption from such registration requirement and that the Purchased Shares must be held by me indefinitely,
unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory
to the Company and its counsel) that registration is not required. I acknowledge that the Company is under no obligation to register
the Purchased Shares under the Securities Act or under any other securities law.



 




    	 	50	 



     


    

 





		3.	Restrictions
                                         on Transfer: Rule 144. I will not sell, transfer or otherwise dispose of the Purchased
                                         Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the
                                         rules promulgated thereunder (including Rule 144 under the Securities Act described below
                                         “Rule 144”)) or of any other applicable securities laws. I am aware of Rule
                                         144, which permits limited public resales of securities acquired in a non-public offering,
                                         subject to satisfaction of certain conditions, which include (without limitation) that:
                                         (a) certain current public information about the Company is available; (b) the resale
                                         occurs only after the holding period required by Rule 144 has been met; (c) the sale
                                         occurs through an unsolicited “broker’s transaction”; and (d) the amount
                                         of securities being sold during any three-month period does not exceed specified limitations.
                                         I understand that the conditions for resale set forth in Rule 144 have not been satisfied
                                         and that the Company has no plans to satisfy these conditions in the foreseeable future.



 


		4.	Access
to Information; Understanding of Risk in Investment. I acknowledge that I have received and had access to such information
as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to
ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk
of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and
to suffer a complete loss of my investment in the Purchased Shares.



 


		5.	Rights
of First Refusal; Market Stand-off. I acknowledge that the Purchased Shares remain subject to the Company’s Right of
First Refusal and the market stand-off covenants (sometimes referred to as the “lock-up”), all in accordance with
the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option.



 


		6.	Form
of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership
of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree
to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares to a trust that is not an eligible
revocable trust, I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result,
the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



 


		7.	Investigation
of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences
of acquiring the Purchased Shares at this time.



 


		8.	Other
Tax Matters. I agree that the Company does not have a duty to design or administer the Plan or its other compensation programs
in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board, officers or employees
related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options (including
the Option) are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to
the fair market value per share of the Common Stock at the time the option was granted by the Board. Since shares of the Common
Stock are not traded on an established securities market, the determination of their fair market value was made by the Board and/or
by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal
Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board, officers or employees
in the event that the Internal Revenue Service asserts that the valuation was too low.



 


		9.	Spouse
Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



 


		10.	Tax
Withholding. As a condition of exercising this Option, I agree to make adequate provision for foreign, federal, state or other
tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of the Purchased
Shares, whether by withholding, direct payment to the Company, or otherwise.



 






    	 	51	 



     


    

 


The undersigned hereby executes and delivers this Stock Option
Exercise Notice and Agreement to agrees to be bound by its terms


 


	SIGNATURE:	 	DATE:
	 	 	 
	See
    eShares	 	See eShares	 
	Optionee’s
    Name	 	 


  


[Signature
Page to Stock Option Exercise Notice and Agreement]


 




    	 	52	 



     


    

 


AUGMEDIX,
INC.


 


2013
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK PURCHASE AGREEMENT


 


This
Restricted Stock Purchase Agreement (the “Agreement”) is made and entered into as of See eShares
(the “Effective Date”) by and between Augmedix, Inc., a Delaware corporation (the “Company”),
and See eShares (“Purchaser ”). Capitalized terms not defined herein shall have the meanings
ascribed to them in the Company’s 2013 Equity Incentive Plan, as may be amended from time to time (the “Plan”).


 


		1.	PURCHASE
                                         OF SHARES.



 


1.1
Agreement to Purchase and Sell Shares. On the Effective Date and subject to the terms and conditions of this Agreement
and the Plan, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, See eShares
shares of the Company’s Common Stock (the “Shares”), at the price of See eShares
per share (the “ Purchase Price Per Share”) for a Total Purchase Price of See eShares
(the “Purchase Price”). As used in this Agreement, the term “Shares ” includes
the Shares purchased under this Agreement and all securities received (a) in replacement of the Shares, (b) as a result of stock
dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization, reorganization
or similar corporate transaction.


 


1.2
Payment. Purchaser hereby delivers payment of the Purchase Price as follows (check and complete as appropriate):


 


		☐	by
check in the amount of $_________________, receipt of which is acknowledged by the Company.



 


		☐	by
ACH in the amount of $_________________, receipt of which is acknowledged by the Company.



 


		☐	by  cancellation  of  indebtedness  of  the  Company  owed
to  Purchaser  in  the amount of $_____________________.



 


		☐	by the waiver hereby of compensation due or accrued for
services rendered in the amount of $____________________.



 


		☐	 by delivery of _________ fully-paid, nonassessable
and vested shares of the Common Stock of the Company owned by Purchaser free and clear of all liens, claims, encumbrances or security
interests, valued at the current Fair Market Value of $___________ per share (a) for which the Company has received “full
payment of the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note
has been fully paid with respect to such vested shares), or (b) that were obtained by Purchaser in the open public market.



 


		2.	DELIVERIES.



 


2.1
Deliveries by the Purchaser. Purchaser hereby delivers to the Company: (a) this completed and signed Agreement, and
(b) the Purchase Price, paid by delivery of the form of payment specified in Section 1.2.


 


2.2 Deliveries
by the Company. Upon its receipt of the Purchase Price, payment or other provision for any applicable tax
obligations, if any, and all the documents to be executed and delivered by Purchaser to the Company as provided herein, the
Company will issue a duly executed stock  certificate evidencing the Shares in the name of Purchaser with the
appropriate legends affixed thereto, to be placed in escrow as provided in Section 7.2 to secure performance of
Purchaser’s obligations under Sections 5 and 6 until expiration or termination of the Company’s Repurchase Option
and Refusal Right (as such terms are defined in Sections 5 and 6, respectively).


 






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3. REPRESENTATIONS
AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to the Company as follows.


 


3.1
Agrees to Terms of the Plan. Purchaser has received a copy of the Plan, has read and understands the terms of the Plan
and this Agreement, and agrees to be bound by their terms and conditions.


 


3.2
Acknowledgment of Tax Risks. Purchaser acknowledges that there may be adverse tax consequences upon the purchase and
the disposition of the Shares, and that Purchaser has been advised by the Company to consult a tax adviser prior to such purchase
or disposition. Purchaser further acknowledges that Purchaser is not relying on the Company or its counsel for tax advice regarding
Purchaser’s purchaser or disposition of the Shares or the tax consequences to Purchaser of this Agreement.


 


3.3
Shares Not Registered or Qualified. Purchaser understands and acknowledges that the Shares have not been registered
with the SEC under the Securities Act, or with any securities regulatory agency administering any state securities laws, and that,
notwithstanding any other provision of this Agreement to the contrary, the purchase of any Shares is expressly conditioned upon
compliance with the Securities Act and all applicable state securities laws. Purchaser agrees to cooperate with the Company to
ensure compliance with such laws.


 


3.4 No
Transfer Unless Registered or Exempt; Contractual Restrictions on Transfers. Purchaser understands that Purchaser
may not transfer any Shares unless such Shares are registered under the Securities Act or qualified under applicable state
securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification
requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and
that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions
from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in
the amounts or at the times proposed by Purchaser. Purchaser further acknowledges that this Agreement imposes additional
restrictions on transfer of the Shares.


 


3.5 SEC
Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under the Securities Act may become freely
tradable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of
Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by
the SEC, subject to the lengthier market standoff agreement contained in Section 4 of this Agreement or any other agreement
entered into by Purchaser. Affiliates must comply with the provisions (other than the holding period requirements) of Rule
144 which permits certain limited sales of unregistered securities. Rule 144 is not presently available with respect to the
Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1)
year, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that use of
a promissory note as payment for the Shares may not be deemed to be “full payment of the purchase price” within
the meaning of Rule 144 unless certain conditions are met and that, accordingly, the Rule 144 holding period of such Shares
may not begin to run until such Shares are fully paid for within the meaning of Rule 144. Purchaser understands that Rule 144
may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the
Company or if “current public information” about the Company (as defined in Rule 144) is not publicly
available.


 






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3.6
Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective
business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to
purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning
such matters and this investment.


 


3.7
Understanding of Risks. Purchaser is fully aware of: (a) the highly speculative nature of the investment in the Shares;
(b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares
(e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications
and backgrounds of the management of the Company; and (e) the tax consequences of investment in, and disposition of, the Shares.


 


3.8
Purchase for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment
purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities
Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other
than Purchaser has any beneficial ownership of any of the Shares.


 


3.9
No General Solicitation. At no time was Purchaser presented with or solicited by any publicly issued or circulated
newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and
purchase of the Shares.


 


3.10
SEC Rule 144. Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain
limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that
the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid
for (within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Section 4 of this Agreement
or any other agreement entered into by Purchaser. Purchaser understands that Rule 144 may indefinitely restrict transfer of the
Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about
the Company (as defined in Rule 144) is not publicly available.


 


4. MARKET
STANDOFF AGREEMENT. Subject to the provisions of this Section, Purchaser agrees in connection with any registration of
the Company’s securities under the Securities Act or other registered public offering that, upon the request of the
Company or the underwriters managing any registered public offering of the Company’s securities, Purchaser will not
sell or otherwise dispose of any Shares without the prior written consent of the Company or such managing underwriters, as
the case may be, for a period of time (not to exceed one hundred eighty (180) days) after the effective date of such
registration requested by such managing underwriters and subject to all restrictions as the Company or the managing
underwriters may specify for employee-stockholders generally. The restricted period shall in any event terminate two (2)
years after the closing date of the Company’s initial public offering. For purposes of this Section 4, the term
“Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates.
In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates
representing the shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the
end of such period. Purchaser further agrees that the underwriters of any such registered public offering shall be third
party beneficiaries of this Section 4 and agrees to enter into any agreement reasonably required by the underwriters to
implement the foregoing. Notwithstanding anything in this Section to the contrary, for the avoidance of doubt, the foregoing
provisions of this Section shall not apply to any registration of securities of the Company (a) under an employee benefit
plan or (b) in a merger, consolidation, business combination or similar transaction.


 






    	 	55	 



     


    

 


5. COMPANY’S
REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or (subject to Section 5.6) its assignee, shall have the option to repurchase
all or a portion of the Purchaser’s Shares that are Unvested Shares (as defined below) on the Termination Date on the terms
and conditions set forth in this Section (the “Repurchase Option”) if Purchaser is Terminated (as defined
in the Plan) for any reason, or no reason, including without limitation, Purchaser’s death, Disability (as defined in the
Plan), voluntary resignation or termination by the Company with or without Cause.


 


5.1
Termination and Termination Date. In case of any dispute as to whether Purchaser is Terminated, the Committee shall
have discretion to determine in good faith whether Purchaser has been Terminated and the effective date of such Termination (the
“Termination Date”).


 


5.2
Vested and Unvested Shares. Shares that are vested pursuant to the schedule set forth in this Section 5.2 are “Vested
Shares.” Shares that are not vested pursuant to such schedule are “Unvested Shares.” On
the Effective Date, See eShares of the Shares will be Unvested Shares. Provided Purchaser continues to provide services
to the Company or any Subsidiary or Parent of the Company at all times from the Effective Date until each such date the Unvested
Shares will become Vested Shares according to the following schedule: __See eShares __until the earliest to occur
of (a) the date all of the Shares are Vested Shares, (b) the Termination Date or (c) the date vesting otherwise terminates pursuant
to this Agreement or the Plan. No fractional Shares shall be issued. No Shares will become Vested Shares after the Termination
Date. The number of the Shares that are Vested Shares or Unvested Shares will be proportionally adjusted to reflect any stock
split, reverse stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan occurring
after the Effective Date.


 


5.3
Exercise of Repurchase Option. At any time within ninety (90) days after the Purchaser’s Termination Date, the
Company, or its assignee, may, at its option, elect to repurchase any or all the Purchaser’s Shares that are Unvested Shares
on the Termination Date by giving Purchaser written notice of exercise of the Repurchase Option, specifying the number of Unvested
Shares to be repurchased. Such Unvested Shares shall be repurchased at the Purchase Price Per Share, proportionately adjusted
for any stock split, reverse stock split or similar change in the capital structure of the Company as set forth in Section 2.2
of the Plan occurring after the Effective Date (the “Repurchase Price”). The Repurchase Price shall
be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness
owed by Purchaser to the Company and/or such assignee, or by any combination thereof. The Repurchase Price shall be paid without
interest within the term of the Repurchase Option as described in the first sentence of this Section 5.3. The Company may, at
its option, decline to exercise its Repurchase Option or may exercise its Repurchase Option only with respect to a portion of
the Unvested Shares.


 


5.4
Right of Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in any manner
whatsoever the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Purchaser’s employment
or other relationship with Company (or the Parent or Subsidiary of the Company) at any time, for any reason or no reason, with
or without Cause.


 


5.5 Additional
or Exchanged Securities and Property. Subject to the provisions of Section 5.2 above, in the event of a merger or
consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration
of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other
property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed or issued
with respect to, any Unvested Shares shall immediately be subject to the Repurchase Option. Appropriate adjustments shall be
made to the price per share to be paid for Unvested Shares upon the exercise of the Repurchase Option (by allocating such
price among the Unvested Shares and such other securities or property), provided that the aggregate purchase
price payable for the Unvested Shares and all such other securities and property shall remain the same price that was
original payable under the Repurchase Option to repurchase such Unvested Shares. Subject to the provisions of Section 5.2
above, in the event of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization, the Repurchase Option may be exercised by the Company’s successor.


 






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5.6
Assignment of Repurchase Right. The Company may freely assign the Company’s Repurchase Option, in whole or in
part, provided that any person who accepts an assignment of the Repurchase Option from the Company shall assume all of the Company’s
rights and obligations with respect to the Repurchase Option (to the extent so assigned) under this Agreement.


 


6. COMPANY’S
REFUSAL RIGHT. Unvested Shares shall be subject to the restrictions on transfer and the granting of encumbrances thereon as
provided in Section 7 hereof. Before any Vested Shares (as defined in Section 5 hereof) held by Purchaser or any transferee of
such Vested Shares (either sometimes referred to herein as the “Holder”) may be sold or otherwise transferred
(including, without limitation, a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right
of first refusal to purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the
terms and conditions set forth in this Section (the “Refusal Right”).


 


6.1
Notice of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (a) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (b) the name and address
of each proposed purchaser or other transferee of Offered Shares (“Proposed Transferee”); (c) the number
of Offered Shares to be transferred to each Proposed Transferee; (d) the bona fide cash price or other consideration for which
the Holder proposes to transfer the Offered Shares to each Proposed Transferee (the “Offered Price”);
and (e) that the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s)
pursuant to the Company’s Refusal Right at the Offered Price as provided for in this Agreement.


 


6.2
Exercise of Refusal Right. At any time within thirty (30) days after the date the Notice is effective pursuant to Section
9.2, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent
of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named
in the Notice, at the purchase price, determined as provided in Section 6.3 below.


 


6.3
Purchase Price. The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided
that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift), then
the purchase price will be the fair market value of the Offered Shares as determined in good faith by the Company’s Board
of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined
in good faith by the Company’s Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash
consideration.


 


6.4
Payment. The purchase price for the Offered Shares will be paid, at the option of the Company and/or its assignee(s)
(as applicable), by check or by cancellation of all or a portion of any outstanding indebtedness owed by the Holder to the Company
(or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option
of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 






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6.5
Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell
or otherwise transfer such Offered Shares to such Proposed Transferee at the Offered Price or at a higher price, provided
that (a) such sale or other transfer is consummated within one hundred twenty (120) days after the date the Notice is
effective pursuant to Section 9.2, (b) any such sale or other transfer is effected in compliance with all applicable securities
laws, and (c) such Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered
Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to such Proposed
Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the
Company will again be offered the Refusal Right before any Shares held by the Holder may be sold or otherwise transferred.


 


6.6
Exempt Transfers. Notwithstanding the foregoing, the following transfers of Vested Shares will be exempt from the Refusal
Right: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death
by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser
or Purchaser’s Immediate Family, provided that each transferee agrees in a writing satisfactory to the Company
that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee; (b)
any transfer of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another
entity or entities (except that, subject to Section 6.7, unless the agreement of merger or consolidation expressly otherwise provides,
the Refusal Right will continue to apply thereafter to such Vested Shares, in which case the surviving entity of such merger or
consolidation shall succeed to the rights of the Company under this Section); or (c) any transfer of Vested Shares pursuant to
the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will
mean Purchaser’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild
or adopted grandchild of Purchaser or Purchaser’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined
herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following
circumstances are true: (i) irrespective of whether or not the Purchaser and the Spousal Equivalent are the same sex, they are
the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend
to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent
to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in
the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial
obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.


 


6.7Termination
of Refusal Right.The Refusal Right will terminate as to all Shares: (a) on the effective date of the first sale
of Common Stock of the Company to the public pursuant to a registration statement filed with and declared effective by the
SEC under the Securities Act or, if expressly approved by the Board as terminating the Refusal Right, under the laws of any
other country having substantially the same effect (other than a registration statement relating solely to the issuance of
Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (b) on any transfer or
conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another
entity or entities if the common stock of the surviving entity or any direct or indirect parent entity thereof is registered
under the Securities Exchange Act of 1934, as amended.


 






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		7.	ADDITIONAL
                                         RESTRICTIONS UPON SHARE OWNERSHIP OR TRANSFER.



 


7.1 Rights
as a Stockholder. Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights of a
Stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such
time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Refusal Right or the
Repurchase Option. Upon an exercise of the Refusal Right or the Repurchase Option, Purchaser will have no further rights as a
holder  of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so
purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender to the Company or other
designee of the Company (the “Escrow Holder”) the stock certificate(s) evidencing the Shares so
purchased for transfer or cancellation.


 


7.2
Escrow. As security for Purchaser’s faithful performance of this Agreement, Purchaser agrees that, immediately
upon issuance of the stock certificate(s) evidencing the Shares, the Secretary of the Company or the Escrow Holder is hereby appointed
to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such
Shares as are in accordance with the terms of this Agreement. Purchaser and the Company agree that Escrow Holder will not be liable
to any party to this Agreement (or to any other person or entity) for any actions or omissions unless Escrow Holder is grossly
negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely
upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel
and obey any order of any court with respect to the transactions contemplated by this Agreement. The Shares will be released from
escrow upon termination of both the Refusal Right and the Repurchase Option.


 


7.3
Encumbrances on Shares. Without the Company’s prior written consent given with the approval of the Company’s
Board of Directors, Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares.


 


7.4
Restrictions on Transfers. Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s
prior written consent. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted
by this Agreement) unless and until:


 


(a) Purchaser
shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the
proposed disposition;


 


(b) Purchaser
shall have complied with all requirements of this Agreement applicable to the disposition of the Shares, including but not limited
to the Refusal Right, the Market Standoff and the Repurchase Option; and


 


(c) Purchaser
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i)
the proposed disposition does not require registration of the Shares under the Securities Act or under any state securities laws,
and (ii) all appropriate actions necessary for compliance with the registration and qualification requirements of the Securities
Act and any state securities laws, or of any exemption from registration or qualification, available thereunder (including Rule
144) have been taken.


 


Each
person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in this
Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person
is bound by the provisions of this Agreement and that the transferred Shares are subject to the Company’s Refusal Right
or the Repurchase Option granted hereunder and the market stand-off provisions of Section 4 hereof, to the same extent such Shares
would be so subject if retained by the Purchaser.


 






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7.5
Restrictive Legends and Stop-transfer Orders. Purchaser understands and agrees that the Company will place the legends
set forth below or similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may
be required by applicable laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser
and the Company or any agreement between Purchaser and any third party:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT
OF FIRST REFUSAL AND THE REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AND A MARKET STANDOFF AGREEMENT, AS SET
FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY
BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL,
THE REPURCHASE OPTION AND THE MARKET STANDOFF ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


Purchaser
also agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer”
instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records. The Company will not be required (a) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares,
or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


8. TAX
CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF
PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS
NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Purchaser hereby acknowledges that Purchaser has been informed that, with
respect to Unvested Shares, unless an election is filed by Purchaser with the Internal Revenue Service (and, if necessary,
the proper state taxing authorities) within 30 days after the purchase of the Shares electing, pursuant to
Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable), to be taxed currently on any
difference between the Purchase Price of the Unvested Shares and their Fair Market Value on the date of purchase, there will
be a recognition of taxable income to Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested
Shares, at the time they cease to be Unvested Shares, over the Purchase Price for such Shares. Purchaser represents that
Purchaser has consulted any tax advisers Purchaser deems advisable in connection with Purchaser’s purchase of the
Shares and the filing of the election under Section 83(b) and similar tax provisions. A form of Election under Section 83(b)
is attached hereto as Exhibit 2 for reference. BY PROVIDING THE FORM OF ELECTION, NEITHER THE COMPANY NOR
ITS LEGAL COUNSEL IS THEREBY UNDERTAKING TO FILE THE ELECTION FOR PURCHASER, WHICH OBLIGATION TO FILE SHALL REMAIN SOLELY
WITH PURCHASER.


 






    	 	60	 



     


    

 


		9.	GENERAL
                                         PROVISIONS.



 


9.1
Successors and Assigns. The Company may assign any of its rights under this Agreement, including its rights to purchase
Shares under the Refusal Right or the Repurchase Option. Neither Purchaser, nor any of Purchaser’s successors and assigns,
may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the
prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon Purchaser and Purchaser’s
heirs, executors, administrators, legal representatives, successors and assigns.


 


9.2
Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement
will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest
of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation
of receipt is received, if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party
at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation
of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one
(1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after
such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (v) three (3)
business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries.
Any notice for delivery outside the United States will be sent by email, facsimile or by express courier. Any notice not delivered
personally or by email will be sent with postage and/or other charges prepaid and properly addressed to Purchaser at the last
known address or facsimile number on the books of the Company, or at such other address or facsimile number as such other party
may designate by one of the indicated means of notice herein to the other parties hereto or, in the case of the Company, to it
at its principal place of business. Notices to the Company will be marked “Attention: Chief Financial Officer.” Notices
by facsimile shall be machine verified as received.


 


9.3
Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions
as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


9.4
Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Agreement, together with all Exhibits
hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement,
and supersede all prior understandings and agreements, between the parties hereto with respect to the specific subject matter
hereof.


 






    	 	61	 



     


    

 


9.5 Severability. If
any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties
hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the
remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the
extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement
based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the
presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such
provision(s) through good faith negotiations.


 


9.6
Execution. This Agreement may be entered into in two or more counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile and, upon
such delivery, the facsimile signature will be deemed to have the same effect as if the original signature had been delivered
to the other party.


 


[The
remainder of this page has intentionally been left blank]


 


[Signature
page follows]


 






    	 	62	 



     


    

 





IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Purchase Agreement to be executed by its duly authorized representative,
and Purchaser has executed this Restricted Stock Purchase Agreement, as of the date first set forth above.


 


	AUGMEDIX,
    INC.	 	PURCHASER
	 	 	 
	By: 	See eShares	 	See
    eShares
	 	 	 
	Address: 	 	 	Address: 	 See eShares
	 	 	 	 	 
	Fax No.: 	(____) __________________	 	Fax No.:	 (____) __________________


  


Exhibit


 


		Exhibit
                          1:	Form
of Election Pursuant to Section 83(b)



 







    	 	63	 



     


    

 


EXHIBIT
1


 


FORM
OF SECTION 83(B) ELECTION


 




    	 	64	 



     


    

 


ELECTION
UNDER SECTION 83(b) OF THE


INTERNAL
REVENUE CODE


 


The
undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in
gross income for the Taxpayer’s current taxable year the excess, if any, of the fair market value of the property described
below at the time of transfer over the amount paid for such property, as compensation for services.


 


	1.	TAXPAYER’S
                                         NAME: 	 
	 	 	 
	 	TAXPAYER’S
                                         ADDRESS:	 
	 	 	 
	 	SOCIAL
                                         SECURITY NUMBER:	 
	 	 	 
	 	TAXABLE
                                         YEAR:	 Calendar
    Year ____



 


		2.	The
property with respect to which the election is made is described as follows: _______ shares of Common Stock, par value $0.00001
per share, of Augmedix, Inc., a Delaware corporation (the “Company”), which is Taxpayer’s employer
or the corporation for whom the Taxpayer performs services.






 


		3.	The
                                         date on which the shares were transferred was ____________________, _____.



 


		4.	The
                                         shares are subject to the following restrictions: The Company may repurchase all or a
                                         portion of the shares at the Taxpayer’s original purchase price under certain conditions
                                         at the time of Taxpayer’s termination of employment or services.



 


		5.	The
                                         fair market value of the shares at the time of transfer (without regard to restrictions
                                         other than a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations)
                                         was $____ per share x __________ shares = $__________.



 


		6.	The
                                         amount paid for such shares was $____ per share x __________ shares = $__________.



 


		7.	The
                                         amount to include in the Taxpayer’s gross income for the Taxpayer’s current
                                         taxable year is $_________.



 


THIS
ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL
INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER’S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. A COPY OF THE ELECTION HAS ALSO BEEN FURNISHED TO THE COMPANY. THE ELECTION CANNOT BE
REVOKED WITHOUT THE CONSENT OF THE IRS.


 


	Dated:	 	 	 
	 	 	Taxpayer’s Signature



  







    	 	65	 



     


    

 


Notice
Of Stock Appreciation Right Grant (International)


 


Augmedix,
inc.


 


2013
Equity Incentive Plan


 


The
Participant named below has been granted an award of Stock Appreciation Rights (the “SAR”) related to
shares of Common Stock (the “Common Stock”) of the Augmedix, Inc. (the “Company”)
under the 2013 Equity Incentive Plan, as amended (the “Plan”), subject to the terms, restrictions and
conditions of the Plan, this Notice of Stock Appreciation Right Grant (the “Notice of Grant”) and the
attached Stock Appreciation Right Agreement, including its Addendum (the “SAR Agreement”). Unless otherwise
defined herein, the terms defined in the Plan shall have the same meanings in this Notice of Grant and the SAR Agreement.


 





	Participant Name:	See eShares
	 	 
	Address: 	See eShares
	 	 
	Date of Grant: 	See eShares
	 	 
	Vesting Start Date: 	See eShares
	 	 
	Exercise Price:	See eShares
	 	 
	Total Number of Shares: 	See eShares
	 	 
	Expiration Date:	See eShares
	 	 
	Vesting Schedule:	See eShares





 


Participant
acknowledges that the vesting of the SAR pursuant to this Notice of Grant is earned only by continuing service. By signing below,
Participant acknowledges receipt of a copy of this Notice of Grant, the Plan and the SAR Agreement, represents that Participant
has carefully read and is familiar with their provisions, and hereby accepts the SAR subject to all of their respective terms
and conditions. Participant acknowledges that there may be adverse tax consequences upon exercise of the SAR or disposition of
the Shares and that Participant should consult a tax adviser prior to such exercise or disposition. By accepting the SAR, Participant
and the Company agree that the SAR is granted under and governed by the terms and conditions of the Plan, the Notice of Grant
and the SAR Agreement. By accepting the SAR, Participant consents to electronic delivery as set forth in the SAR Agreement.


 


	PARTICIPANT:	 	AUGMEDIX, INC.
	 	 	 	 	 
	Signature: 	See
    eShares	 	By: 	See
    eShares
	 	 	 	 	 
	Print Name: 	See
    eShares	 	Name: 	See
    eShares
		 	 	 	 
			 	Its: 	See
    eShares


 



    	 	66	 



     


    




 





Stock
Appreciation Right Grant Agreement


 


Augmedix,
Inc.


 


2013
Equity Incentive Plan


 


Participant
has been granted an award of Stock Appreciation Rights (the “ SAR”) by Augmedix, Inc. (the “Company”)
under the 2013 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan,
the Notice of Stock Appreciation Right Grant (the “Notice of Grant”) and this Stock Appreciation Right
Agreement (this “Agreement”).


 


1. Grant
of SAR. Participant has been granted a SAR for the number of Shares set forth in the Notice of Grant at the Exercise Price
set forth in the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions
of this Agreement, the terms and conditions of the Plan shall prevail.


 


2. Term
of SAR. This SAR shall in any event expire on the expiration date set forth in the Notice of Grant, which date is not
more than 10 years after the Date of Grant, subject to earlier termination or forfeiture as set forth in Section 3 below. Notwithstanding
anything to the contrary, in no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant.


 


		3.	Exercise
                                         of SAR; Forfeiture of SAR.



 


(a) General
Rule. This SAR is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and
the applicable provisions of the Plan and this Agreement. This SAR may not be exercised for a fraction of a Share.


 


 (b) Exercise.




 


(i) Termination.




 


(1) Termination
Other Than for Cause. Notwithstanding anything to the contrary in Section 7 of the Plan, if Participant is Terminated for
any reason other than for Cause, this SAR, to the extent vested and outstanding on Participant’s Termination Date, shall
be automatically exercised on Participant’s Termination Date and settled in Shares. This SAR, to the extent unvested on
the Termination Date, shall expire on Participant’s Termination Date. The Company determines when Participant has been Terminated
for all purposes under this Agreement.


 


(2) Termination
for Cause. Notwithstanding anything to the contrary in Section 7 of the Plan, if Participant is Terminated for Cause, then
any outstanding portion of this SAR as of Participant’s Termination Date, whether vested or unvested, shall be forfeited
in its entirety on Participant’s Termination Date. The Company determines when Participant has been Terminated for all purposes
under this Agreement.


 


(ii) Acquisition.
In the event that the Company is subject to an Acquisition, then this SAR, to the extent outstanding and vested as of immediately
prior to the consummation of the Acquisition (the “Acquisition Effective Time”), shall be automatically
exercised effective as of immediately prior to the Acquisition Effective Time and settled in cash or, at the Company’s sole
discretion, Shares. Any portion of the SAR that is outstanding and unvested as of immediately prior to the Acquisition Effective
Time shall be subject to the agreement evidencing the Acquisition and the terms of Section 11.1 of the Plan.


  







    	 	67	 



     


    

 


(iii) Other
Combination. In the event that the Company is subject to an Other Combination, then this SAR, whether vested or unvested,
to the extent outstanding as of immediately prior to the consummation of the Other Combination, shall be subject to the agreement
evidencing the Other Combination and the terms of Section 11.1 of the Plan.


 


(iv) IPO.
In the event of an IPO (as defined below), this SAR, to the extent outstanding and vested as of immediately prior to the effective
time of the IPO (the “IPO Effective Time”), shall be automatically exercised effective as of immediately
prior to the IPO Effective Time and settled in Shares. This SAR, to the extent outstanding and unvested as of immediately prior
to the IPO Effective Time, shall expire on the IPO Effective Time.


 


(v) Method
of Exercise. Except to the extent this SAR is automatically exercised as set forth in Section 3(b), Section 3(c), Section
3(d) and/or Section 3(e) above, this SAR is exercisable by delivery of an exercise notice in a form specified by the Company (the
“Exercise Notice”), which shall state the election to exercise the SAR, the number of Shares in respect
of which the SAR is being exercised, and such other representations and agreements as may be required by the Company pursuant
to the provisions of this Agreement and the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail
or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. To the extent
this SAR is not automatically exercised, this SAR shall be deemed to be exercised upon receipt by the Company of a fully executed
Exercise Notice and any applicable Tax-Related Items (as defined below) obligations. To the extent this SAR is automatically exercised,
Participant’s Tax-Related Items obligations may be satisfied, at the Company’s sole discretion, by withholding Shares
that otherwise would be issued to Participant upon exercise this SAR up to the maximum amount of taxes required to be withheld.


 


(c) Forfeiture.
Notwithstanding anything to the contrary, in the event (i) Participant becomes subject to taxation in the United States (the first
day on which Participant becomes subject to taxation in the United States, the “U.S. Tax Date”) and
(ii) the Exercise Price does not equal or exceed the Fair Market Value of the Shares as of the Date of Grant (as set forth in
the Notice of Grant), then, this SAR, whether vested or unvested, to the extent not exercised prior to the U.S. Tax Date, shall
expire effective as of the date immediately prior to the U.S. Tax Date.


 


4. Conditions
to Exercise. No Shares shall be issued pursuant to the exercise of this SAR if such issuance and/or exercise would constitute
a violation of any applicable securities or exchange control laws, including any applicable foreign or U.S. federal or state securities
laws, or any other law or regulation or applicable listing requirement. As a condition to the exercise of this SAR, the Company
may require Participant to make any representation and warranty to the Company as may be required by the applicable securities
or exchange control laws. At the Company’s sole discretion, upon exercise of the SAR, the Company may issue Participant
Shares or the cash value of the Shares based on the Fair Market Value of the exercised Shares as of the date the SAR is exercised,
as determined by the Board in accordance with the Plan.


 


5. Non-Transferability
of SAR. This SAR may not be transferred in any manner other than by will or by the laws of descent or distribution or
court order and may be exercised during Participant’s lifetime only by Participant unless otherwise permitted by the Committee
on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon Participant’s executors, administrators,
heirs, successors and assign.


 


6. Tax
Consequences. Participant should consult a tax adviser for tax consequences relating to this SAR in the jurisdiction
in which Participant is subject to tax. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR OR DISPOSING OF
THE SHARES. If Participant is an employee or a former employee, the Company may be required to withhold from
Participant’s compensation an amount equal to the minimum amount the Company is required to withhold for income and
employment taxes or collect from Participant and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise.


 






    	 	68	 



     


    

 


7. Withholding
Taxes and Stock Withholding. Regardless of any action the Company or Participant’s actual employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”), Participant acknowledge that the ultimate liability for all Tax-Related Items
legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Employer (1) make
no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SAR,
including the grant, vesting or exercise of the SAR, the subsequent sale of Shares acquired pursuant to such exercise and the
receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the SAR to reduce or eliminate
Participant’s liability for Tax-Related Items. Participant acknowledge that if Participant is subject to Tax-Related Items
in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.


 


Prior
to exercise of the SAR, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Participant authorize
the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from Participant’s
wages or other cash compensation paid to Participant by the Company and/or the Employer. With the Company’s consent, these
arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Participant
when Participant exercise this SAR having a Fair Market Value equal to up to the maximum amount of Tax-Related Items required
to be withheld, (b) having the Company withhold taxes from the cash paid on exercise or from proceeds of the sale of the Shares,
either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf and Participant
hereby authorize such sales by this authorization), (c) Participant’s payment of a cash amount, or (d) any other arrangement
approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s
Insider Trading Policy, if any, and the Committee shall establish the method prior to the Tax-Related Items withholding event.
The Fair Market Value of these Shares, determined as of the effective date of the SAR exercise, will be applied as a credit against
the withholding taxes. Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or
the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase
of Shares that cannot be satisfied by the means previously described. If the obligation for Tax-Related Items is satisfied by
withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the exercised
SARs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally,
Participant acknowledges that the Company has no obligation to honor the exercise or deliver the Shares to Participant until Participant
has satisfied the obligations in connection with the Tax-Related Items as described in this Section 7.


 


8. Market
Standoff Agreement. Participant agrees that, subject to any early release provisions that apply pro rata to
stockholders of the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock
basis), Participant will not, if requested by the managing underwriter(s) in the initial underwritten sale of Common Stock of
the Company to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the
Securities Act (the “IPO”), for a period of up to one hundred eighty (180) days following the
effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any
option for the sale of, or otherwise dispose of any Common Stock or securities convertible into Common Stock, except
for: (i) transfers of Shares permitted under Section 9(f) hereof so long as such transferee furnishes to the Company and
the managing underwriter their written consent to be bound by this Section 8 as a condition precedent to such transfer; and
(ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the
provisions of this Section 8 shall only apply to the IPO. The restricted period shall in any event terminate two (2) years
after the closing date of the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place
restrictive legends on the certificates representing the Shares subject to this Section 8 and to impose stop transfer
instructions with respect to the Shares until the end of such period. Participant further agrees to enter into any agreement
reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the
foregoing provisions of this Section 8 shall not apply to any registration of securities of the Company (a) under an employee
benefit plan or (b) in a merger, consolidation, business combination or similar transaction.


 






    	 	69	 



     


    

 


9. Company’s
Right of First Refusal. Before any Shares held by Participant or any transferee of such Shares (either sometimes referred
to herein as the “Holder”) may be sold or otherwise transferred (including, without limitation, a transfer
by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to
be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section
9 (the “Right of First Refusal”).


 


(a) Notice
of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address
of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of Offered
Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Offered Shares (the “Offered Price”); and (v) that the Holder acknowledges
this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right
of First Refusal at the Offered Price as provided for in this Agreement.


 


(b) Exercise
of Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered
Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined
as specified below.


 


(c) Purchase
Price. The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided
that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) then
the purchase price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered
Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the
Committee, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 


(d) Payment.
Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s)
(as applicable), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder
to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof.
The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at
the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 


(e) Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or
otherwise transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided
that (i) such sale or other transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale
or other transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in
writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed
Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such ninety
(90) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 






    	 	70	 



     


    

 


(f) Exempt
Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Shares during Participant’s lifetime by gift or on
Participant’s death by will or intestacy to any member(s) of Participant’s “Immediate Family” (as defined
below) or to a trust for the benefit of Participant and/or member(s) of Participant’s Immediate Family, provided
that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will
continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made
pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation or corporations or a conversion
of the Company into another form of legal entity (except that the Right of First Refusal will continue to apply thereafter to
such Shares, in which case the surviving corporation of such merger or consolidation or the resulting entity of such conversion
shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation or conversion expressly
otherwise provides); or (iii) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein,
the term “Immediate Family” will mean Participant’s spouse, the lineal descendant or antecedent,
father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Participant or Participant’s
spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a
“Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not
the Participant and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve
(12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years
of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would
prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common
welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend
to do so indefinitely.


 


(g) Termination
of Right of First Refusal. The Right of First Refusal will terminate as to all Shares: (i) on the effective date of the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective
by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant
to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant
to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common
stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act;
or (iii) on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal
entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange
Act.


 


(h) Encumbrances
on Shares. Participant may grant a lien or security interest in, or pledge, hypothecate or encumber Shares only if
each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is
made, agrees in a writing satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or
encumbrance will not adversely affect or impair the Right of First Refusal or the rights of the Company and/or its
assignee(s) with respect thereto and will not apply to such Shares after they are acquired by the Company and/or its
assignees under this Section; and (ii) the provisions of this Agreement will continue to apply to such Shares in the hands of
such party and any transferee of such party.


 






    	 	71	 



     


    

 


10. Escrow.
As security for Participant’s faithful performance of this Agreement, Participant agrees, immediately upon receipt of
the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with two (2) copies of a blank Stock
Power and Assignment Separate from Stock Certificate in the form attached to the Exercise Agreement (the “Stock Powers”),
both executed by Purchaser (and Purchaser’s spouse, if any) (with the transferee, certificate number, date and number of
Shares left blank), to the Secretary of the Company or other designee of the Company (the “Escrow Holder”),
who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate
all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Participant and the Company
agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions
unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement.
Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely
on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will
not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or
a court order. The Shares will be released from escrow upon termination of the Right of First Refusal.


 


 11. Restrictive Legends and Stop-Transfer Orders.




 


11.1
Legends. Participant understands and agrees that the Company will place the legends set forth below or similar legends
on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal
securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Participant and the Company,
or any agreement between Participant and any third party (and any other legend(s) that the Company may become obligated to place
on the stock certificate(s) evidencing the Shares under the terms of any agreement to which the Company is or may become bound
or obligated):


 


(a) THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


(b) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK APPRECIATION RIGHT AGREEMENT BETWEEN THE ISSUER AND
THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER
RESTRICTIONS, INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.


 






    	 	72	 



     


    

 





(c) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK APPRECIATION
RIGHT AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN
PUBLIC OFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


 


11.2
Stop-Transfer Instructions. Participant agrees that, to ensure compliance with the restrictions imposed by this Agreement,
the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers
its own securities, it may make appropriate notations to the same effect in its own records.


 


11.3
Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


12. Acknowledgement.
The Company and Participant agree that the SAR is granted under and governed by the Notice of Grant, this Agreement and the provisions
of the Plan (incorporated herein by reference). Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the SAR Agreement.


 


13. Entire
Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice of Grant constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed
by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed
as a waiver of any rights of such party.


 


14. Compliance
with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock
exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance
or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the
Company. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any foreign
or state securities commission or any stock exchange to effect such compliance.


 


15. Governing
Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement
shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the
rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the
State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may
arise directly or indirectly from the Plan, the Notice of Grant and this Agreement, the parties hereby submit and consent to
litigation in the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only
in the courts of California in Santa Clara County or the federal courts of the United States for the Northern District of
California and no other courts.


 






    	 	73	 



     


    

 


16. No
Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right
or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate Participant, for any reason, with or
without Cause except as otherwise provided in an employment agreement between Participant and the Company or pursuant to applicable
law.


 


17. Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of this SAR, Participant
consent to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Rule 701 disclosures,
Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents
that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements)
or other communications or information related to the SAR. Electronic delivery may include the delivery of a link to a Company
intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or
such other delivery determined at the Company’s discretion. Participant acknowledge that Participant may receive from the
Company a paper copy of any documents delivered electronically at no cost if Participant contact the Company by telephone, through
a postal service or electronic mail at davidallinson@augmedix.com. Participant further acknowledge that Participant will be provided
with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that
Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically
if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including
any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address),
at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at davidallinson@augmedix.com.
Finally, Participant understands that Participant is not required to consent to electronic delivery.


 


18. Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the SAR shall be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term
of Participant’s employment or other service that is applicable to Participant. In addition to any other remedies available
under such policy, applicable law may require the cancellation of Participant’s SAR (whether exercisable or unexercisable)
and the recoupment of any gains realized with respect to Participant’s SAR.


 


19. Addendum.
Notwithstanding any provisions in this Agreement, the SAR grant shall be subject to any special terms and conditions set
forth in the Addendum for Country-Specific Terms and Conditions to this Agreement for Participant’s country. Moreover, if
Participant relocates to one of the countries included in the Addendum, the special terms and conditions for such country will
apply to Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable
for legal or administrative reasons. The Addendum constitutes part of this Agreement.


 


BY
ACCEPTING THIS SAR, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






    	 	74	 



     


    

 


Addendum


 


COUNTRY-SPECIFIC TERMS AND CONDITIONS


 FOR EMPLOYEES OUTSIDE THE U.S.


 


Terms and Conditions


 


This Addendum includes additional terms
and conditions that govern the SAR granted to Participant under the Plan if Participant is an employee and resides and/or works
in one of the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Plan and/or the Agreement to which this Addendum is attached.


 


If Participant is a citizen or resident
of a country other than the one in which he or she is currently working and/or residing, transfers to another country after the
Date of Grant, changes employment status to a consultant position, or is considered a resident of another country for local law
purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein
shall be applicable to Participant.


 


In accepting this SAR, Participant acknowledges, understands
and agrees that:


 


Data Privacy. Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s
personal data as described in this Agreement and any other award materials by and among, as applicable, the Employer, the Company,
the Company’s Parents and/or its Subsidiaries for the exclusive purpose of implementing, administering and managing Participant’s
participation in the Plan.


 


Participant understands that the
Employer, Company, the Company’s Parents and/or its Subsidiaries may hold certain personal information about Participant,
including but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company,
details of all awards or any other entitlement to shares of Common Stock granted, canceled, exercised, vested, unvested or outstanding
in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).


 


Participant understands that
Data will be transferred to any third parties assisting the Company with the implementation, administration and management of
the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that
the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that Participant may request a list with the names and addresses of any
potential recipients of the Data by contacting Participant’s local human resources representative. Participant
authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan.
Participant understands that Data will be held only as long as is necessary to implement, administer and manage
Participant’s participation in the Plan. Participant understands that Participant may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources
representative. Participant understands, however, that refusing or withdrawing Participant’s consent may affect
Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s
refusal to consent or withdrawal of consent, Participant understands that Participant may contact Participant’s local
human resources representative.


 






    	 	75	 



     


    

 


In accepting this SAR, Participant also acknowledges, understands
and agrees that:


 


		●	the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan;



 


		●	the grant of the SAR is voluntary and occasional and does not create any contractual or other right
to receive future grants of SARs, or benefits in lieu of SARs, even if SARs have been granted in the past;



 


		●	all decisions with respect to future SAR or other grants, if any, will be at the sole discretion of the Company;



 


		●	the SAR grant and Participant’s participation in the Plan shall not create a right to employment
or be interpreted as forming an employment or service contract with the Company, or, if different, Participant’s employer
(the “Employer”), or any Parent, Subsidiary, and shall not interfere with the ability of the Company, the Employer
or any Parent, Subsidiary, as applicable, to Terminate Participant;



 


		●	Participant is voluntarily participating in the Plan;



 


		●	the SAR and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;



 


		●	the SAR and any Shares acquired under the Plan and the income and value of same, are not part of
normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination,
redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
payments;



 


		●	the future value of the Shares underlying the SAR is unknown, indeterminable, and cannot be predicted with certainty;



 


		●	if the underlying Shares do not increase in value, the SAR will have no value;



 


		●	if Participant exercises the SAR and acquires Shares, the value of such Shares may increase or decrease in value, even below
the Exercise Price;



 


		●	no claim or entitlement to compensation or damages shall arise from forfeiture of the SAR resulting
from the Termination of Participant's service (for any reason whatsoever, whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement,
if any), and in consideration of the grant of the SAR to which Participant is otherwise not entitled, Participant irrevocably agrees
never to institute any claim against the Company, any of its Subsidiaries or the Employer, waives his or her ability, if any, to
bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall
be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal
or withdrawal of such claim;



 






    	 	76	 



     


    

 


		●	for purposes of the SAR, Participant's service will
be considered Terminated as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries
(regardless of the reason for such Termination and whether or not later found to be invalid or in breach of employment laws in
the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise
expressly provided in this Agreement or determined by the Company, (i) Participant’s right to vest in the SAR under the
Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period
of service would not include any contractual notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement,
if any); and (ii) the period (if any) during which Participant may exercise the SAR after such termination of Participant's service
will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated
under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment agreement,
if any; the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services
for purposes of his or her SAR grant (including whether Participant may still be considered to be providing services while on
a leave of absence;



 


		●	unless otherwise provided in the Plan or by the Company in its discretion, the SAR and the benefits
evidenced by this Agreement do not create any entitlement to have the SAR or any such benefits transferred to, or assumed by, another
company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of
the Company;



 


		●	the SAR and the Shares subject to the SAR are not part of normal or expected compensation or salary for any purpose; and



 


		●	neither the Company nor the Employer nor any Subsidiary shall be liable for any foreign exchange
rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the SAR or
of any amounts due to Participant pursuant to the exercise of the SAR or the subsequent sale of any Shares acquired upon exercise.



 


BANGLADESH


 


Terms and Conditions


 


U.S. Transaction. Participant
understands that the acceptance of the SAR results in an agreement between Participant and the Company that is completed in the
United States and that the Agreement is governed by the laws of the State of California, without giving effect to that body of
laws pertaining to conflict of laws. Upon exercise of the SAR, any Shares to be issued to Participant shall be held or delivered
to Participant in the United States and in no event will such Shares be delivered to Participant in Bangladesh. Participant acknowledges
that Participant is not permitted to sell or otherwise transfer Shares directly to other individuals in Bangladesh, nor is Participant
permitted to bring any certificates representing the Shares into Bangladesh (if such certificates are actually issued).


 


Language Consent. Participant
confirms that Participant has read and understood the documents relating to the grant (the Notice of Grant, the SAR Agreement and
the Plan) which were provided in the English language, and Participant accepts the terms of these documents accordingly.


 







    	 	77	 



     


    

 


INDIA


 


Notifications


 


Exchange Control Obligations.
Due to exchange control restrictions in India, Participant understands that Participant is required to repatriate any proceeds
from the sale of Shares acquired under the Plan or the receipt of any dividends to India within 90 days of receipt. If Participant
does repatriate such amounts, Participant agrees to obtain a foreign inward remittance certificate (“FIRC”)
or other similar form from the bank where Participant deposits the funds and maintains the FIRC or other form as evidence of the
repatriation of funds in the event the Reserve Bank of India or the Company requests proof of repatriation.


 






    	 	78	 



     


    

 


STOCK OPTION EXERCISE NOTICE AND AGREEMENT


 


International


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


*NOTE: You must sign this Notice
on Page 5 before submitting it to Augmedix, Inc. (the “Company”).


 


Optionee Information:
Please provide the following information about yourself (“Optionee”):


  


	Name:   	See eShares	 	Social Security Number:  	See eShares
	Address: 	See eShares	 	Employee Number: 	See eShares
	 	 	 	Email Address: 	See eShares


  


Option Information:
Please provide this information on the option being exercised (the “Option”):


 


	Date of Grant: 	See eShares	 	Type of Stock Option:
	Option Price per Share:  	See eShares	 	See eShares
		 	 
	Total number of shares of Common Stock of the Company subject to the Option: 	See eShares	 	 


 


Exercise Information:


 


Number of shares of Common Stock of the Company for which
the Option is now being exercised ________________. (These shares are referred to below as the “Purchased
Shares.”)


 


Total Exercise Price Being Paid for the Purchased Shares: $____________


 


Form of payment, availability of which is subject to the Addendum
for Country-Specific Terms and


 


Conditions attached to the Stock Option Agreement for Optionee’s
country:


 


		☐	Check for $____________, payable to “Augmedix,
Inc.”



 


		☐	ACH



 


Agreements, Representations
and Acknowledgments of Optionee: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby
agrees with, and represents to, the Company as follows:


 


		1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased
Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option
Agreement, as well as the Addendum attached thereto, that govern the Option, including without limitation the terms of the Company’s
2013 Equity Incentive Plan, as it may be amended (the “Plan”).



 


		2.	Investment Intent; Securities Law Restrictions. I
represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only,
and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”). I understand that the Purchased Shares
have not been registered under the Securities Act by reason of a specific exemption from such registration requirement and that
the Purchased Shares must be held by me indefinitely, unless they are subsequently registered under the Securities Act or I obtain
an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I
acknowledge that the Company is under no obligation to register the Purchased Shares under the Securities Act or under any other
securities law.



 






    	 	79	 



     


    

 


		3.	Restrictions on Transfer: Rule 144. I will not sell, transfer or otherwise dispose of the
Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including
Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware
of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain
conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b)
the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s
transaction”; and (d) the amount of securities being sold during any three-month period does not exceed specified limitations.
I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to
satisfy these conditions in the foreseeable future.



 


		4.	Access to Information; Understanding of Risk in Investment. I acknowledge that I have received
and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares
and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance
of the Purchased Shares. I am aware that my investment in the Company is a speculative investment that has limited liquidity and
is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for
an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.



 


		5.	Rights of First Refusal; Market Stand-off. I acknowledge that the Purchased Shares remain
subject to the Company’s Right of First Refusal and the market stand-off covenants (sometimes referred to as the “lock-up”),
all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option.



 


		6.	Form of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser
to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my
Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares
to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition”
for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



 


		7.	Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine
the tax consequences of acquiring the Purchased Shares at this time.



 


		8.	Other Tax Matters. I agree that the Company does
not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes my tax liabilities.
I will not make any claim against the Company or its Board, officers or employees related to tax liabilities arising from my options
or my other compensation. In particular, I acknowledge that my options (including the Option) are exempt from Section 409A of
the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Common
Stock at the time the option was granted by the Board. Since shares of the Common Stock are not traded on an established securities
market, the determination of their fair market value was made by the Board and/or by an independent valuation firm retained by
the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation,
and I will not make any claim against the Company or its Board, officers or employees in the event that the Internal Revenue Service
asserts that the valuation was too low.



 






    	 	80	 



     


    

 


		9.	Spouse Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



 


		10.	Tax Withholding. As a condition of exercising this Option, I agree to make adequate provision
for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other Tax-Related Items related to
my participation in the Plan and legally applicable to me, as further set forth in the Stock Option Agreement governing the Option.



 


		11.	Regulation S Representations and Restrictions. If my address is an address located outside of the United States, I make
the following additional representations, warranties and agreements:



 


(a) Non-US.
I am not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act (“Regulation S”).
The offer and sale of the Purchased Shares to me was made in an offshore transaction (as defined in Rule 902(h) of Regulation S),
no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and I am not acquiring
the Purchased Shares for the account or benefit of any U.S. Person.


 


(b) No
Offer or Sale. I will not, during the Restricted Period applicable to the Purchased Shares set forth in the legend set forth
below (the “Restricted Period”) and any certificate representing the Purchased Shares, offer or sell
any of the foregoing securities (or create or maintain any derivative position equivalent thereto) in the United States, to or
for the account or benefit of a U.S. Person or other than in accordance with Regulation S.


 


(c) Registration
or Exemption. I will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise transfer the
Purchased Shares (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities
Act or any available exemption therefrom and, in any case, in accordance with applicable foreign and state securities laws.


 






    	 	81	 



     


    

 


(d) No
Transfer in Violation of Restrictions; Legend. I acknowledge and agree that the Company shall not register the transfer of
the Purchased Shares in violation of these restrictions. I acknowledge and agree that the certificates evidencing the Purchased
Shares will bear the legend set forth below (in addition to any other legend required by applicable U.S. federal, state or foreign
securities laws or provided in any other agreement with the Company:


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM. PRIOR TO A DATE THAT IS
ONE-YEAR STARTING FROM THE DATE OF SALE OF THE STOCK, THE SHARES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT
POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER
THAN TO DISTRIBUTORS, UNLESS THE SHARES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT IS AVAILABLE. PARTICIPANTS OF SHARES PRIOR TO ONE-YEAR STARTING FROM THE DATE OF SALE OF THE STOCK, MAY RESELL SUCH
SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE
ACTING ON THEIR BEHALF SOLICITS) PARTICIPANTS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED
STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT. A HOLDER OF THE SECURITIES WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION,
CANNOT PRIOR TO ONE-YEAR STARTING FROM THE DATE OF SALE OF THE STOCK RESELL THE SECURITIES TO A U.S. PERSON AS DEFINED BY
RULE 902(k) OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT IS AVAILABLE.


 


The undersigned hereby executes and delivers this Stock
Option Exercise Notice and Agreement to agrees to be bound by its terms


 


	Signature:	 	Date:
	 	 	 
	See eShares	 	See eShares
	Optionee’s Name:	 	 


  


[Signature Page to Stock Option Exercise
Notice and Agreement]


 




    	 	82	 



     


    

 


OPTION GRANT NO. ___


 


NOTICE OF STOCK OPTION GRANT


 


Augmedix,
Inc.


 


2013
Equity Incentive Plan


 


The Optionee named below (“Optionee”)
has been granted an option (this “Option”) to purchase shares of Common Stock, $0.00001 par value per
share (the “Common Stock”), of Augmedix, Inc., a Delaware corporation (the “Company”),
pursuant to the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”)
on the terms, and subject to the conditions, described below and in the Stock Option Agreement attached hereto as Exhibit
A, including its annexes (the “Stock Option Agreement”).


 


	Optionee:	 
	 	 
	Maximum Number of Shares Subject to this Option (the “Shares”):	 
	 	 
	Exercise Price Per Share:	$____ per share
	 	 
	Date of Grant:	 
	 	 
	Vesting Start Date:	 
	 	 
	Exercise Schedule:	This Option will become exercisable during its term with respect to portions of the Shares in accordance with the Vesting Schedule set forth below.
	 	 
	Expiration Date:	The date ten (10) years after the Date of Grant set forth above, subject to earlier expiration in the event of Termination as provided in Section 3 of the Stock Option Agreement.
	 	 
	Tax Status of Option:	☐ Incentive Stock Option (To the
    fullest extent permitted by the Code)
	(Check Only One Box):	☐ Nonqualified Stock Option.
	 	(If neither box is checked, this Option is a Nonqualified Stock Option).



  


Vesting Schedule As seen in eshares


 


General; Agreement: By their signatures
below, Optionee and the Company agree that this Option is granted under and governed by this Notice of Stock Option Grant (this
“Grant Notice”) and by the provisions of the Plan and the Stock Option Agreement. The Plan and the Stock
Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings given
to them in the Plan or in the Stock Option Agreement, as applicable. By signing below, Optionee acknowledges receipt of a copy
of this Grant Notice, the Plan and the Stock Option Agreement, represents that Optionee has carefully read and is familiar with
their provisions, and hereby accepts the Option subject to all of their respective terms and conditions. Optionee acknowledges
that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Optionee should consult
a tax adviser prior to such exercise or disposition.


 


Execution and Delivery: This Grant
Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party
or via email or any other means of electronic delivery specified by the Company. By Optionee’s acceptance hereof (whether
written, electronic or otherwise), Optionee agrees, to the fullest extent permitted by law, that in lieu of receiving documents
in paper format, Optionee accepts the electronic delivery of any documents that the Company (or any third party the Company may
designate), may deliver in connection with this grant (including the Plan, this Grant Notice, the Stock Option Agreement, the information
described in Rules 701(e)(2), (3), (4) and


 


(5) under
the Securities Act (the “701 Disclosures”), account statements, or other communications or information)
whether via the Company’s intranet or the Internet site of such third party or via email or such other means of electronic
delivery specified by the Company.


 


Augmedix, Inc.


 


	By/Signature:  	              	 	Optionee Signature: 	                         
	 	 	 
	Typed Name: 	 	 	Optionee’s Name: 	 
	 	 	 
	Title: 	 	 	 


 


Attachment: Exhibit A –
Stock Option Agreement




    	 	83	 



     


    

 


Exhibit A


 


Stock Option Agreement


 




    	 	84	 



     


    

EXHIBIT A


 


STOCK OPTION AGREEMENT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


This Stock Option Agreement
(this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”)
set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”)
by and between Augmedix, Inc., a Delaware corporation (the “Company”), and the optionee named on the
Grant Notice (the “Optionee”). Capitalized terms not defined in this Agreement shall have the meaning
ascribed to them in the Company’s 2013 Equity Incentive Plan, as amended from time to time (the “Plan”),
or in the Grant Notice, as applicable.


 


1. GRANT
OF OPTION. The Company hereby grants to Optionee an option (this “Option”) to purchase up to the
total number of shares of Common Stock of the Company, $0.00001 par value per share (the “Common Stock”),
set forth in the Grant Notice as the Shares (the “Shares”) at the Exercise Price Per Share set forth
in the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of the Grant Notice,
this Agreement and the Plan. If designated as an Incentive Stock Option in the Grant Notice, this Option is intended to qualify
as an incentive stock option (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), except that if on the Date of Grant Optionee is not subject to U.S.
income tax, then this Option shall be a NQSO.


 


 2. EXERCISE PERIOD.




 


2.1 Exercise Period
of Option. This Option is considered to be “vested” with respect to any particular Shares when this Option
is exercisable with respect to such Shares. This Option will become vested during its term as to portions of the Shares in accordance
with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary,
on or after Optionee’s Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares
on Optionee’s Termination Date.


 


2.2 Vesting of
Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting
Schedule set forth in the Grant Notice are “Vested Shares.” Shares with respect to which this
Option is not vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are “Unvested
Shares.”


 


2.3 Expiration.
The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section Error! Reference
source not found. below.


 


 3. TERMINATION.




 


3.1 Termination
for Any Reason Except Death, Disability or Cause. Except as provided in subsection 3.2 in a case in which Optionee dies
within three (3) months after Optionee is Terminated other than for Cause, if Optionee is Terminated for any reason (other than
Optionee’s death or Disability or for Cause), then (a) on and after Optionee’s Termination Date, this Option shall
expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to any Shares that
are Unvested Shares on Optionee’s Termination Date and (b) this Option to the extent (and only to the extent) that it is
exercisable with respect to Vested Shares on Optionee’s Termination Date, may be exercised by Optionee no later than three
(3) months after Optionee’s Termination Date (but in no event may this Option be exercised after the Expiration Date).


 






    	 	85	 



     


    

 


3.2 Termination
Because of Death or Disability. If Optionee is Terminated because of Optionee’s death or Disability (or if
Optionee dies within three (3) months of the date of Optionee’s Termination for any reason other than for Cause), then
(a) on and after Optionee’s Termination Date, this Option shall expire immediately with respect to any Shares that are
Unvested Shares and may not be exercised with respect to any Shares that are Unvested Shares on Optionee’s Termination
Date and (b) this Option, to the extent (and only to the extent) that it is exercisable with respect to Vested Shares on
Optionee’s Termination Date, may be exercised by Optionee (or Optionee’s legal representative) no later than
twelve (12) months after Optionee’s Termination Date, but in no event later than the Expiration Date. Any exercise of
this Option beyond (i) three (3) months after the date Optionee ceases to be an employee when Optionee’s Termination is
for any reason other than Optionee’s death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii)
twelve (12) months after the date Optionee ceases to be an employee when the termination is for Optionee’s disability,
within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO.


 


3.3 Termination
for Cause. If Optionee is Terminated for Cause, then Optionee may exercise this Option, but only with respect to any Shares
that are Vested Shares on Optionee’s Termination Date, and this Option shall expire on Optionee’s Termination Date,
or at such later time and on such conditions as may be affirmatively determined by the Committee. On and after Optionee’s
Termination Date, this Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised
with respect to any Shares that are Unvested Shares on Optionee’s Termination Date.


 


3.4 No Obligation
to Employ . Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without
Cause.


 


 4. MANNER OF EXERCISE.




 


4.1 Stock Option
Exercise Notice and Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee’s death
or incapacity, Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed
Stock Option Exercise Notice and Agreement in the form attached hereto as Annex A, or in such other form as may be
approved by the Committee from time to time (the “Exercise Agreement”) and payment for the shares being
purchased in accordance with this Agreement. The Exercise Agreement shall set forth, among other things, (i) Optionee’s election
to exercise this Option, (ii) the number of Shares being purchased,


 


(iii) any
representations, warranties and agreements regarding Optionee’s investment intent and access to information as may be required
by the Company to comply with applicable securities laws in connection with any exercise of this Option, (iv) any other agreements
required by the Company and (v) Optionee’s obligation to execute and deliver certain Stock Powers and Assignments Separate
from Stock Certificate to the Company. If someone other than Optionee exercises this Option, then such person must submit documentation
reasonably acceptable to the Company verifying that such person has the legal right to exercise this Option and such person shall
be subject to all of the restrictions contained herein as if such person were Optionee.


 


4.2 Limitations
on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.


 


4.3 Payment.
The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check
or wire transfer), or where permitted by law:


 


 (a) by cancellation of indebtedness of the Company owed to Optionee;




 




    	 	86	 



     


    

(b) by
surrender of shares of the Company that are free and clear of all security interests, pledges, liens, claims or encumbrances and:
(i) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and,
if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such
shares) or (ii) that were obtained by Optionee in the public market;


 


(c) by
participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;


 


(d) provided
that a public market for the Common Stock exists and subject to compliance with applicable law, by exercising as set forth below,
through a “same day sale” commitment from Optionee and a broker-dealer whereby Optionee irrevocably elects to exercise
this Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the broker-dealer
irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or


 


(e) by any combination of the
foregoing or any other method of payment approved by the Committee that constitutes legal consideration for the issuance of
Shares.


 


4.4 Tax Withholding.
Prior to the issuance of the Shares upon exercise of the Option, Optionee must pay or provide for any applicable federal, state
and local withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to
the minimum amount of taxes required to be withheld; or to arrange a mandatory “sell to cover” on Participant’s
behalf (without further authorization); but in no event will the Company withhold Shares or “sell to cover” if such
withholding would result in adverse accounting consequences to the Company. In case of stock withholding or a sell to cover, the
Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuable upon exercise.


 


4.5 Issuance of
Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company,
the Company shall issue the Shares issuable upon a valid exercise of this Option registered in the name of Optionee, Optionee’s
authorized assignee, or Optionee’s legal representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.


 


5. COMPLIANCE
WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with Section 25102(o) and Rule 701. Any provision
of this Agreement that is inconsistent with Section 25102(o) or Rule 701 shall, without further act or amendment by the Company
or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The exercise of this Option
and the issuance and transfer of Shares shall be subject to compliance by the Company and Optionee with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be
listed at the time of such issuance or transfer. Optionee understands that the Company is under no obligation to register or qualify
the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.


 


6. NONTRANSFERABILITY
OF OPTION. This Option may not be transferred in any manner other than by will or by the laws of descent and distribution,
and, with respect to NQSOs, by instrument to a testamentary trust in which the options are to be passed to beneficiaries upon the
death of the trustor (settlor) or a revocable trust, or by gift to “immediate family” as that term is defined in 17
C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Optionee only by Optionee or in the event of Optionee’s
incapacity, by Optionee’s legal representative. The terms of this Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.


  




    	 	87	 



     


    

 7. RESTRICTIONS ON TRANSFER.




 


7.1 Disposition of Shares. Optionee
hereby agrees that Optionee shall make no disposition of any of the Shares (other than as permitted by this Agreement) unless and
until:


 


(a) Optionee shall have notified the
Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed
disposition;


 


(b) Optionee
shall have complied with all requirements of this Agreement applicable to the disposition of the Shares;


 


(c) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that
(i) the proposed disposition does not require registration of the Shares under the Securities Act or under any applicable
state securities laws or (ii) all appropriate actions necessary for compliance with the registration requirements of the
Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) or applicable
state securities laws have been taken; and


 


(d) Optionee
shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed disposition
will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the regulations
promulgated under Section 25102(o), Rule 701 or under any other applicable securities laws or adversely affect the Company’s
ability to rely on the exemption(s) from registration under the Securities Act or under any other applicable securities laws for
the grant of the Option, the issuance of Shares thereunder or any other issuance of securities under the Plan.


 


7.2 Restriction
on Transfer. Optionee shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or
otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except
as permitted by this Agreement.


 


7.3 Transferee
Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers
specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company
that such person is bound by the provisions of this Agreement and that the transferred Shares are subject to (i) the Company’s
Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 8 below, to the same extent such Shares
would be so subject if retained by Optionee.


 


8. MARKET
STANDOFF AGREEMENT. Optionee agrees that, subject to any early release provisions that apply pro rata to stockholders of
the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Optionee
will not, if requested by the managing underwriter(s) in the initial underwritten sale of Common Stock of the Company to the
public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act (the
“IPO”), for a period of up to one hundred eighty (180) days following the effective date of the
registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or
otherwise dispose of any Common Stock or securities convertible into Common Stock, except for: (i) transfers of Shares
permitted under Section 9.6 hereof so long as such transferee furnishes to the Company and the managing underwriter their
written consent to be bound by this Section 8 as a condition precedent to such transfer; and (ii) sales of any securities to
be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section shall only
apply to the IPO. The restricted period shall in any event terminate two (2) years after the closing date of the IPO. In
order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates
representing the Shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the
end of such period. Optionee further agrees to enter into any agreement reasonably required by the underwriters to implement
the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Section shall not apply
to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation,
business combination or similar transaction.


 






    	 	88	 



     


    

 


9. COMPANY’S
RIGHT OF FIRST REFUSAL. Before any Shares held by Optionee or any transferee of such Shares (either sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including, without limitation, a transfer by gift
or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to be sold or
transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right
of First Refusal”).


 


9.1 Notice of Proposed
Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address
of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of Offered
Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder
proposes to transfer the Offered Shares (the “Offered Price”); and (v) that the Holder acknowledges this
Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First
Refusal at the Offered Price as provided for in this Agreement.


 


9.2 Exercise of
Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered
Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined
as specified below.


 


9.3 Purchase Price.
The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that if
the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) then the purchase price
will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes
consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will
conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 


9.4 Payment.
Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company
(or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of
the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 


9.5 Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer
such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such
sale or other transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale or other transfer
is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions
of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described
in the Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then a new Notice must be given
to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder
may be sold or otherwise transferred.


 






    	 	89	 



     


    

 


9.6 Exempt
Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Shares during Optionee’s lifetime by gift or on
Optionee’s death by will or intestacy to any member(s) of Optionee’s “Immediate Family” (as defined
below) or to a trust for the benefit of Optionee and/or member(s) of Optionee’s Immediate Family, provided
that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section
will continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of
Shares made pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation or
corporations or a conversion of the Company into another form of legal entity (except that the Right of First Refusal will
continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation or the
resulting entity of such conversion shall succeed to the rights of the Company under this Section unless the agreement of
merger or consolidation or conversion expressly otherwise provides); or (iii) any transfer of Shares pursuant to the winding
up and dissolution of the Company. As used herein, the term “Immediate Family” will mean
Optionee’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child,
grandchild or adopted grandchild of Optionee or Optionee’s spouse, or the spouse of any of the above or Spousal
Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent”
provided the following circumstances are true: (i) irrespective of whether or not the Optionee and the Spousal Equivalent are
the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain
so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to
consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in
the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial
obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so
indefinitely.


 


9.7 Termination
of Right of First Refusal. The Right of First Refusal will terminate as to all Shares: (i) on the effective date of the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective
by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant
to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant
to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common
stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or
(iii) on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal
entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange
Act.


 


9.8 Encumbrances
on Shares. Optionee may grant a lien or security interest in, or pledge, hypothecate or encumber Shares only if each party
to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in
a writing satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or encumbrance will not adversely
affect or impair the Right of First Refusal or the rights of the Company and/or its assignee(s) with respect thereto and will not
apply to such Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the provisions of
this Agreement will continue to apply to such Shares in the hands of such party and any transferee of such party.


 


10. RIGHTS
AS A STOCKHOLDER. Optionee shall not have any of the rights of a stockholder with respect to any Shares unless and until such
Shares are issued to Optionee. Subject to the terms and conditions of this Agreement, Optionee will have all of the rights of a
stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Optionee pursuant to, and
in accordance with, the terms of the Exercise Agreement until such time as Optionee disposes of the Shares or the Company and/or
its assignee(s) exercise(s) the Right of First Refusal. Upon an exercise of the Right of First Refusal, Optionee will have no further
rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased
in accordance with the provisions of this Agreement, and Optionee will promptly surrender the stock certificate(s) evidencing the
Shares so purchased to the Company for transfer or cancellation.


  




    	 	90	 



     


    

11. ESCROW.
As security for Optionee’s faithful performance of this Agreement, Optionee agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together with two (2) copies of a blank Stock Power and Assignment
Separate from Stock Certificate in the form attached to the Exercise Agreement (the “Stock Powers”),
both executed by Purchaser (and Purchaser’s spouse, if any) (with the transferee, certificate number, date and number of
Shares left blank), to the Secretary of the Company or other designee of the Company (the “Escrow Holder”),
who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all
such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Optionee and the Company agree
that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless
Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement.
Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely
on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will
not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or
a court order. The Shares will be released from escrow upon termination of the Right of First Refusal.


 


 12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.




 


12.1 Legends.
Optionee understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s)
evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s
Certificate of Incorporation or Bylaws, any other agreement between Optionee and the Company, or any agreement between Optionee
and any third party (and any other legend(s) that the Company may become obligated to place on the stock certificate(s) evidencing
the Shares under the terms of any agreement to which the Company is or may become bound or obligated):


 


(a) THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


(b) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER RESTRICTIONS,
INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(c) THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK OPTION AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN
PUBLIC OFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


 






    	 	91	 



     


    

 


12.2 Stop-Transfer
Instructions. Optionee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.


 


12.3 Refusal to
Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


13. CERTAIN
TAX CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal tax consequences
of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.


 


13.1 Exercise of
ISO. If the Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will
be treated as a tax preference item for federal alternative minimum tax purposes and may subject the Optionee to the alternative
minimum tax in the year of exercise.


 


13.2 Exercise of
Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular federal income tax liability
upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If
Optionee is a current or former employee of the Company, the Company may be required to withhold from Optionee’s compensation
or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.


 


13.3 Disposition
of Shares. The following tax consequences may apply upon disposition of the Shares.


 


(a) Incentive
Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to
the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of
the Shares will be treated as long term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed
of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price.


 


(b) Nonqualified Stock
Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to
the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.


 


 14. GENERAL PROVISIONS.




 


14.1 Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be final and binding on the Company and Optionee.


 






    	 	92	 



     


    

 


14.2 Entire Agreement.
The Plan, the Grant Notice and the Exercise Agreement are each incorporated herein by reference. This Agreement, the Grant Notice,
the Plan and the Exercise Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede all prior undertakings and agreements with respect to such subject matter.


 


15. NOTICES.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing
and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following:
(i) at the time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received,
if delivery is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified
herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone
and printed confirmation sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with
an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of
the United States, with proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United
States mail by certified mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United
States will be sent by email, facsimile or by express courier. Any notice not delivered personally or by email will be sent with
postage and/or other charges prepaid and properly addressed to Optionee at the last known address or facsimile number on the books
of the Company, or at such other address or facsimile number as such other party may designate by one of the indicated means of
notice herein to the other parties hereto or, in the case of the Company, to it at its principal place of business. Notices to
the Company will be marked “Attention: Chief Financial Officer.” Notices by facsimile shall be machine verified as
received.


 


16. SUCCESSORS
AND ASSIGNS. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the
Right of First Refusal. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee’s heirs,
executors, administrators, legal representatives, successors and assigns.


 


17. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California as such
laws are applied to agreements between California residents entered into and to be performed entirely within California. If any
provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced
to the maximum extent possible and the other provisions will remain fully effective and enforceable.


 


18. FURTHER
ASSURANCES. The parties agree to execute such further documents and instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of this Agreement.


 


19. TITLES
AND HEADINGS. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded
in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections”
and “exhibits” will mean “sections” and “exhibits” to this Agreement.


 


20. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.


 


21.
SEVERABILITY. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the
intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or
provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the
value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which
determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties
agree to substitute such provision(s) through good faith negotiations.


 


* * * * *


 





Attachment: Annex A: Form of Stock Option Exercise
Notice and Agreement


 




    	 	93	 



     


    

 


ANNEX A


 


FORM OF STOCK OPTION EXERCISE NOTICE
AND AGREEMENT


 




    	 	94	 



     


    

 


STOCK OPTION EXERCISE NOTICE AND AGREEMENT


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


*NOTE: You must sign this Notice
on Page 3 before submitting it to Augmedix, Inc. (the “Company”).


 


Optionee
Information: Please provide the following information about yourself (“Optionee”):


 


	Name:	 	Social Security Number:	 
	Address:	 	Employee Number:	 
	 	 	 	 	 


 


Option Information:
Please provide this information on the option being exercised (the “Option”):


 


Grant No.


 


	Date of Grant:	Type of Stock Option:
	 	 
	Option Price per Share: $____	☐ Nonqualified (NQSO)
	 	 
	Total number of shares of Common Stock of the Company subject to the Option:	☐ Incentive (ISO)


  


EXERCISE INFORMATION:


 


Number of shares of Common Stock of the
Company for which the Option is now being exercised [________________]. (These shares are referred to below as the “Purchased
Shares.”)


 


Total Exercise Price Being Paid for the Purchased Shares: $____________


 


Form of payment enclosed [check all that apply]:


 


		☐	Check for $____________,
payable to “Augmedix, Inc.”



 


		☐	Certificate(s) for ________________ shares of Common Stock
of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]



 


AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS
OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the
Company as follows:


 


		1.	Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased
Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option
Agreement that govern the Option, including without limitation the terms of the Company’s 2013 Equity Incentive Plan, as
it may be amended (the “Plan”).



 


		2.	Investment Intent; Securities Law Restrictions. I
represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only,
and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning
of the Securities Act of 1933, as amended (the “Securities Act”). I understand that the Purchased Shares
have not been registered under the Securities Act by reason of a specific exemption from such registration requirement and that
the Purchased Shares must be held by me indefinitely, unless theya re subsequently registered under the Securities Act or I obtain
an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required. I
acknowledge that the Company is under no obligation to register the Purchased Shares under the Securities Act or under any other
securities law.



 






    	 	95	 



     


    

 


		3.	Restrictions on Transfer: Rule 144. I will not sell, transfer or otherwise dispose of the
Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder (including
Rule 144 under the Securities Act described below “Rule 144”)) or of any other applicable securities laws. I am aware
of Rule 144, which permits limited public resales of securities acquired in a non-public offering, subject to satisfaction of certain
conditions, which include (without limitation) that: (a) certain current public information about the Company is available; (b)
the resale occurs only after the holding period required by Rule 144 has been met; (c) the sale occurs through an unsolicited “broker’s
transaction”; and (d) the amount of securities being sold during any three-month period does not exceed specified limitations.
I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to
satisfy these conditions in the foreseeable future.



 


		4.	Access to Information; Understanding of Risk in Investment. I acknowledge that I have received
and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares
and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance
of the Purchased Shares. I am aware that my investment in the Company is a speculative investment that has limited liquidity and
is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for
an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.



 


		5.	Rights of First Refusal; Market Stand-off. I acknowledge that the Purchased Shares remain
subject to the Company’s Right of First Refusal and the market stand-off covenants (sometimes referred to as the “lock-up”),
all in accordance with the applicable Notice of Stock Option Grant and the Stock Option Agreement that govern the Option.



 


		6.	Form of Ownership. I acknowledge that the Company has encouraged me to consult my own adviser
to determine the form of ownership of the Purchased Shares that is appropriate for me. In the event that I choose to transfer my
Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement. In the event that I choose to transfer my Purchased Shares
to a trust that is not an eligible revocable trust, I also acknowledge that the transfer will be treated as a “disposition”
for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



 


		7.	Investigation of Tax Consequences. I acknowledge that the Company has encouraged me to consult my own adviser to determine
the tax consequences of acquiring the Purchased Shares at this time.



 


		8.	Other Tax Matters. I agree that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the
Company or its Board, officers or employees related to tax liabilities arising from my options or my other compensation. In particular,
I acknowledge that my options (including the Option) are exempt from section 409A of the Internal Revenue Code only if the exercise
price per share is at least equal to the fair market value per share of the Common Stock at the time the option was granted by
the Board. Since shares of the Common Stock are not traded on an established securities market, the determination of their fair
market value was made by the Board and/or by an independent valuation firm retained by the Company. I acknowledge that there is
no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against
the Company or its Board, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too
low.



  




    	 	96	 



     


    

		9.	Spouse Consent. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



 


		10.	Tax Withholding. As a condition of exercising this Option, I agree to make adequate provision
for foreign, federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this
Option, or disposition of the Purchased Shares, whether by withholding, direct payment to the Company, or otherwise.



 


The undersigned hereby executes and delivers this Stock Option
Exercise Notice and Agreement to agrees to be bound by its terms


 


	Signature:	 	Date:
	 	 	 
	Optionee’s Name:	 	 


  


 


[Signature Page to Stock Option Exercise
Notice and Agreement]


 




    	 	97	 



     


    

 


Notice of Stock Appreciation Right Grant
(International)


 


Augmedix, Inc.


 


2013 Equity Incentive Plan


 


The Participant named below has been granted an award of
Stock Appreciation Rights (the​ “​SAR”) related to shares of Common Stock
(the “​Common​ Stock”) of the Augmedix, Inc. (the
“​Company​”) under the 2013 Equity Incentive Plan, as amended (the​
“​Plan”), subject to the terms, restrictions and conditions of the Plan, this Notice of Stock
Appreciation Right Grant (the “​Notice ​of Grant”) and the attached


 


Stock Appreciation Right Agreement, including
its Addendum (the “​SAR Agreement​”). Unless otherwise defined herein, the terms defined
in the Plan shall have the same meanings in this Notice of Grant and the SAR Agreement.


 


Participant Name:


 


Address:


 


Date of Grant:


 


Vesting Start Date:


 


Exercise Price:


 


Total Number of Shares:


 


Expiration Date:


 


Vesting Schedule: For so long as
Participant continuously provides services to the Company (or any Subsidiary or Parent of the Company) as an employee, officer,
director or consultant, the SAR will become exercisable as follows: (a) this SAR will become exercisable with respect to 1/4th​
of the Shares on the one (1) year anniversary of the Vesting Start Date and (b) thereafter, this SAR will become exercisable with
respect to an additional 1/48th​ of the Shares when Participant completes each month of continuous service
following the first one (1) year anniversary of the Vesting Start Date.


 


Participant acknowledges that the vesting
of the SAR pursuant to this Notice of Grant is earned only by continuing service. By signing below, Participant acknowledges receipt
of a copy of this Notice of Grant, the Plan and the SAR Agreement, represents that Participant has carefully read and is familiar
with their provisions, and hereby accepts the SAR subject to all of their respective terms and conditions. Participant acknowledges
that there may be adverse tax consequences upon exercise of the SAR or disposition of the Shares and that Participant should consult
a tax adviser prior to such exercise or disposition. By accepting the SAR, Participant and the Company agree that the SAR is granted
under and governed by the terms and conditions of the Plan, the Notice of Grant and the SAR Agreement. By accepting the SAR, Participant
consents to electronic delivery as set forth in the SAR Agreement.


 


	PARTICIPANT:	AUGMEDIX, INC.
	 	 
	Signature: 	 By:
	 	 
	Print Name:	Name:
	 	 
	 	Its:



  



    	 	98	 



     


    

 


Stock Appreciation Right Grant Agreement


 


AUGMEDIX, INC.





2013 EQUITY INCENTIVE PLAN


 


Participant has been granted an award of
Stock Appreciation Rights (the “​SAR”) by Augmedix, Inc. (the “​Company”)
under the 2013 Equity Incentive Plan (the “​Plan”), subject to the terms and conditions of the
Plan, the Notice of Stock Appreciation Right Grant (the “​Notice of Grant”) and this Stock Appreciation
Right Agreement (this “​Agreement”).


 



    	 	99	 



     


    

 


1. Grant
of SAR​. Participant has been granted a SAR for the number of Shares set forth in the Notice of Grant at the Exercise
Price set forth in the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan shall prevail.


 


2. Term
of SAR​. This SAR shall in any event expire on the expiration date set forth in the Notice of Grant, which date is
not more than 10 years after the Date of Grant, subject to earlier termination or forfeiture as set forth in Section 3 below. Notwithstanding
anything to the contrary, in no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant.


 


 3. Exercise of SAR; Forfeiture of SAR​.




 


(a) General
Rule​. This SAR is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice
of Grant and the applicable provisions of the Plan and this Agreement. This SAR may not be exercised for a fraction of a Share.


 


(b)
Exercise​.


 


(i)
Termination​.


 


(1) Termination Other Than
for Cause​. Notwithstanding anything to the contrary in Section 7 of the Plan, if Participant is Terminated
for any reason other than for Cause, this SAR, to the extent vested and outstanding on Participant’s Termination Date,
shall be automatically exercised on Participant’s Termination Date and settled in Shares. This SAR, to the extent
unvested on the Termination Date, shall expire on Participant’s Termination Date. The Company determines when
Participant has been Terminated for all purposes under this Agreement.


 


(2) Termination for
Cause​. Notwithstanding anything to the contrary in Section 7 of the Plan, if Participant is Terminated for
Cause, then any outstanding portion of this SAR as of Participant’s Termination Date, whether vested or unvested, shall
be forfeited in its entirety on Participant’s Termination Date. The Company determines when Participant has been
Terminated for all purposes under this Agreement.


 


(ii) Acquisition​.
In the event that the Company is subject to an Acquisition, then this SAR, to the extent outstanding and vested as of immediately
prior to the consummation of the Acquisition (the “​Acquisition Effective Time”), shall be automatically
exercised effective as of immediately prior to the Acquisition Effective Time and settled in cash or, at the Company’s sole
discretion, Shares. Any portion of the SAR that is outstanding and unvested as of immediately prior to the Acquisition Effective
Time shall be subject to the agreement evidencing the Acquisition and the terms of Section 11.1 of the Plan.


 


(iii) Other
Combination​. In the event that the Company is subject to an Other Combination, then this SAR, whether vested
or unvested, to the extent outstanding as of immediately prior to the consummation of the Other Combination, shall be subject to
the agreement evidencing the Other Combination and the terms of Section 11.1 of the Plan.


 



    	 	100	 



     


    

(iv) IPO​.In
the event of an IPO (as defined below), this SAR, to the extent outstanding and vested as of immediately prior to the effective
time of the IPO (the “​IPO ​Effective Time”), shall be automatically exercised effective
as of immediately prior to the IPO Effective Time and settled in Shares. This SAR, to the extent outstanding and unvested as of
immediately prior to the IPO Effective Time, shall expire on the IPO Effective Time.


 


(v) Method
of Exercise​. Except to the extent this SAR is automatically exercised as set forth in Section 3(b), Section 3(c),
Section 3(d) and/or Section 3(e) above, this SAR is exercisable by delivery of an exercise notice in a form specified by the Company
(the “​Exercise Notice”), which shall state the election to exercise the SAR, the number of Shares
in respect of which the SAR is being exercised, and such other representations and agreements as may be required by the Company
pursuant to the provisions of this Agreement and the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic
mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. To the
extent this SAR is not automatically exercised, this SAR shall be deemed to be exercised upon receipt by the Company of a fully
executed Exercise Notice and any applicable Tax-Related Items (as defined below) obligations. To the extent this SAR is automatically
exercised, Participant’s Tax-Related Items obligations may be satisfied, at the Company’s sole discretion, by withholding
Shares that otherwise would be issued to Participant upon exercise this SAR up to the maximum amount of taxes required to be withheld.


 


(c) Forfeiture​.
Notwithstanding anything to the contrary, in the event (i) Participant becomes subject to taxation in the United States (the first
day on which Participant becomes subject to taxation in the United States, the “​U.S. Tax Date”)
and (ii) the Exercise Price does not equal or exceed the Fair Market Value of the Shares as of the Date of Grant (as set forth
in the Notice of Grant), then, this SAR, whether vested or unvested, to the extent not exercised prior to the U.S. Tax Date, shall
expire effective as of the date immediately prior to the U.S. Tax Date.


 


4. Conditions
to Exercise​. No Shares shall be issued pursuant to the exercise of this SAR if such issuance and/or exercise would
constitute a violation of any applicable securities or exchange control laws, including any applicable foreign or U.S. federal
or state securities laws, or any other law or regulation or applicable listing requirement. As a condition to the exercise of this
SAR, the Company may require Participant to make any representation and warranty to the Company as may be required by the applicable
securities or exchange control laws. At the Company’s sole discretion, upon exercise of the SAR, the Company may issue Participant
Shares or the cash value of the Shares based on the Fair Market Value of the exercised Shares as of the date the SAR is exercised,
as determined by the Board in accordance with the Plan.


 


5. Non-Transferability
of SAR​. This SAR may not be transferred in any manner other than by will or by the laws of descent or distribution
or court order and may be exercised during Participant’s lifetime only by Participant unless otherwise permitted by the Committee
on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon Participant’s executors, administrators,
heirs, successors and assign.


 



    	 	101	 



     


    

6. Tax
Consequences​. Participant should consult a tax adviser for tax consequences relating to this SAR in the jurisdiction
in which Participant is subject to tax. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR OR DISPOSING OF THE
SHARES. If Participant is an employee or a former employee, the Company may be required to withhold from Participant’s compensation
an amount equal to the minimum amount the Company is required to withhold for income and employment taxes or collect from Participant
and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of
exercise.


 


7. Withholding
Taxes and Stock Withholding​. Regardless of any action the Company or Participant’s actual employer (the “​Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding
(“​Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related
Items legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Employer (1)
make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SAR,
including the grant, vesting or exercise of the SAR, the subsequent sale of Shares acquired pursuant to such exercise and the receipt
of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the SAR to reduce or eliminate Participant’s
liability for Tax-Related Items. Participant acknowledges that if Participant is subject to Tax-Related Items in more than one
jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 


Prior to exercise of the SAR, Participant
shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment
on account obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer
to withhold all applicable Tax-Related Items legally payable by Participant from Participant’s wages or other cash compensation
paid to Participant by the Company and/or the Employer. With the Company’s consent, these arrangements may also include,
if permissible under local law, (a) withholding Shares that otherwise would be issued to Participant when Participant exercises
this SAR having a Fair Market Value equal to up to the maximum amount of Tax-Related Items required to be withheld, (b) having
the Company withhold taxes from the cash paid on exercise or from proceeds of the sale of the Shares, either through a voluntary
sale or through a mandatory sale arranged by the Company (on Participant’s behalf and Participant hereby authorizes such
sales by this authorization), (c) Participant’s payment of a cash amount, or (d) any other arrangement approved by the Company;
all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy,
if any, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of
these Shares, determined as of the effective date of the SAR exercise, will be applied as a credit against the withholding taxes.
Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required
to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot
be satisfied by the means previously described. If the obligation for Tax-Related Items is satisfied by withholding in Shares,
for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the exercised SARs, notwithstanding
that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Participant acknowledges
that the Company has no obligation to honor the exercise or deliver the Shares to Participant until Participant has satisfied the
obligations in connection with the Tax-Related Items as described in this Section 7.


 






    	 	102	 



     


    

8. Market
Standoff Agreement​. Participant agrees that, subject to any early release provisions that apply pro rata to stockholders
of the Company according to their holdings of Common Stock (determined on an as-converted into Common Stock basis), Participant
will not, if requested by the managing underwriter(s) in the initial underwritten sale of Common Stock of the Company to the public
pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act (the “​IPO”),
for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such
IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Stock or
securities convertible into Common Stock, ​except for: (i) transfers of Shares permitted under Section
9(f) hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound
by this Section 8 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration
statement for the IPO. For the avoidance of doubt, the provisions of this Section 8 shall only apply to the IPO. The restricted
period shall in any event terminate two (2) years after the closing date of the IPO. In order to enforce the foregoing covenant,
the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section
8 and to impose stop transfer instructions with respect to the Shares until the end of such period. Participant further agrees
to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the
avoidance of doubt, the foregoing provisions of this Section 8 shall not apply to any registration of securities of the Company
(a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.


 


9. Company’s
Right of First Refusal​. ​Before any Shares held by Participant or any transferee of such Shares (either sometimes
referred to herein as the “​Holder”) may be sold or otherwise transferred (including, without limitation,
a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the
Shares to be sold or transferred (the “​Offered Shares”) on the terms and conditions set forth
in this Section 9 (the “​Right of First Refusal”).


 


(a) Notice
of Proposed Transfer​. The Holder of the Offered Shares will deliver to the Company a written notice (the “​Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address
of each proposed purchaser or other transferee (the “​Proposed Transferee”); (iii) the number of
Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the
Holder proposes to transfer the Offered Shares (the “​Offered Price”); and (v) that the Holder
acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s
Right of First Refusal at the Offered Price as provided for in this Agreement.


 


(b) Exercise
of Right of First Refusal​. At any time within thirty (30) days after the date of the Notice, the Company and/or
its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than
all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase
price, determined as specified below.


 


(c) Purchase
Price​. The purchase price for the Offered Shares purchased under this Section will be the Offered Price, ​provided
that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) then the purchase
price will be the fair market value of the Offered Shares as determined in good faith by the Committee. If the Offered Price includes
consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Committee, will
conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 



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(d) Payment​.
Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s) (as
applicable), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder
to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof.
The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at
the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.


 


(e) Holder’s
Right to Transfer​. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer
such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, ​provided
that (i) such sale or other transfer is consummated within ninety (90) days after the date of the Notice, (ii) any such sale or
other transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing
that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to each Proposed Transferee within such ninety (90) day period, then
a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.


 


(f) Exempt
Transfers​. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Shares during Participant’s lifetime by gift or on
Participant’s death by will or intestacy to any member(s) of Participant’s “Immediate Family” (as defined
below) or to a trust for the benefit of Participant and/or member(s) of Participant’s Immediate Family, ​provided
that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will
continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made
pursuant to a statutory merger, statutory consolidation of the Company with or into another corporation or corporations or a conversion
of the Company into another form of legal entity (except that the Right of First Refusal will continue to apply thereafter to such
Shares, in which case the surviving corporation of such merger or consolidation or the resulting entity of such conversion shall
succeed to the rights of the Company under this Section unless the agreement of merger or consolidation or conversion expressly
otherwise provides); or (iii) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein,
the term “​Immediate Family” will mean Participant’s spouse, the lineal descendant or antecedent,
father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Participant or Participant’s
spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a
“​Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether
or not the Participant and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last
twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least
18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that
which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s
common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months
and intend to do so indefinitely.


  







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(g) Termination
of Right of First Refusal​. The Right of First Refusal will terminate as to all Shares: (i) ​on the
effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed
with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance
of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion
of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations
if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange
Act; or (iii) on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form
of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under
the Exchange Act.


 


(h) Encumbrances
on Shares​. Participant may grant a lien or security interest in, or pledge, hypothecate or encumber Shares only
if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is
made, agrees in a writing satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or encumbrance
will not adversely affect or impair the Right of First Refusal or the rights of the Company and/or its assignee(s) with respect
thereto and will not apply to such Shares after they are acquired by the Company and/or its assignees under this Section; and (ii)
the provisions of this Agreement will continue to apply to such Shares in the hands of such party and any transferee of such party.


 


10. Escrow​.
As security for Participant’s faithful performance of this Agreement, Participant agrees, immediately upon receipt of
the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with two (2) copies of a blank Stock Power
and Assignment Separate from Stock Certificate in the form attached to the Exercise Agreement (the “​Stock Powers”),
both executed by Purchaser (and Purchaser’s spouse, if any) (with the transferee, certificate number, date and number of
Shares left blank), to the Secretary of the Company or other designee of the Company (the “​Escrow Holder”),
who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all
such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Participant and the Company
agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions
unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement.
Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely
on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement and will
not be liable for any act or omission taken by Escrow Holder in good faith reliance on such documents, the advice of counsel or
a court order. The Shares will be released from escrow upon termination of the Right of First Refusal.


 


11.
Restrictive Legends and Stop-Transfer Orders​.


 


11.1 Legends​. Participant understands
and agrees that the Company will place the


 


legends set forth below or similar legends
on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal
securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Participant and the Company,
or any agreement between Participant and any third party (and any other legend(s) that the Company may become obligated to place
on the stock certificate(s) evidencing the Shares under the terms of any agreement to which the Company is or may become bound
or obligated):


  


(a) THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 






    	 	105	 



     


    

 


(b) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK APPRECIATION RIGHT AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SALE AND TRANSFER
RESTRICTIONS, INCLUDING THE RIGHT OF FIRST REFUSAL, ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(c) THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN STOCK APPRECIATION
RIGHT AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF CERTAIN
PUBLIC OFFERINGS OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


 


11.2 Stop-Transfer
Instructions​. Participant agrees that, to ensure compliance with the restrictions imposed by this Agreement, the
Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers
its own securities, it may make appropriate notations to the same effect in its own records.


 


11.3 Refusal to
Transfer​. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the
right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


12. Acknowledgement​.
The Company and Participant agree that the SAR is granted under and governed by the Notice of Grant, this Agreement and the provisions
of the Plan (incorporated herein by reference). Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the SAR Agreement.


 



    	 	106	 



     


    

13. Entire
Agreement; Enforcement of Rights​. This Agreement, the Plan and the Notice of Grant constitute the entire agreement
and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.


 


14. Compliance
with Laws and Regulations​. The issuance of Shares will be subject to and conditioned upon compliance by the Company
and Participant with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any
stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such
issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined
by the Company. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC,
any foreign or state securities commission or any stock exchange to effect such compliance.


 


15. Governing
Law; Severability​. If one or more provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable
in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the
Plan, the Notice of Grant and this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction
of the State of Delaware and agree that any such litigation shall be conducted only in the courts of California in Santa Clara
County or the federal courts of the United States for the Northern District of California and no other courts.


 


16. No
Rights as Employee, Director or Consultant​. Nothing in this Agreement shall affect in any manner whatsoever the
right or power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate Participant, for any reason, with
or without Cause except as otherwise provided in an employment agreement between Participant and the Company or pursuant to applicable
law.


 



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17. Consent
to Electronic Delivery of All Plan Documents and Disclosures​. By Participant’s acceptance of this SAR, Participant
consents to the electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Rule 701 disclosures,
Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents
that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements)
or other communications or information related to the SAR. Electronic delivery may include the delivery of a link to a Company
intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such
other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive from the Company
a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal
service or electronic mail at ​davidallinson@augmedix.com.​ Participant further acknowledges that Participant
will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant
understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents
delivered electronically if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked
or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an
electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service
or electronic mail at ​davidallinson@augmedix.com​.Finally, Participant understands that Participant
is not required to consent to electronic delivery.


 


18. Award
Subject to Company Clawback or Recoupment​. To the extent permitted by applicable law, the SAR shall be subject to
clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during
the term of Participant’s employment or other service that is applicable to Participant. In addition to any other remedies
available under such policy, applicable law may require the cancellation of Participant’s SAR (whether exercisable or unexercisable)
and the recoupment of any gains realized with respect to Participant’s SAR.


 


19. Addendum​.
Notwithstanding any provisions in this Agreement, the SAR grant shall be subject to any special terms and conditions set forth
in the Addendum for Country-Specific Terms and Conditions to this Agreement for Participant’s country. Moreover, if Participant
relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to Participant
to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative
reasons. The Addendum constitutes part of this Agreement.


 


BY ACCEPTING THIS SAR, PARTICIPANT AGREES TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 



    	 	108	 



     


    

 


Addendum


 


COUNTRY-SPECIFIC TERMS AND CONDITIONS


 


FOR EMPLOYEES OUTSIDE THE U.S.


 


Terms and Conditions


 


This Addendum includes additional terms
and conditions that govern the SAR granted to Participant under the Plan if Participant is an employee and resides and/or works
in one of the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Plan and/or the Agreement to which this Addendum is attached.


 


If Participant is a citizen or resident
of a country other than the one in which he or she is currently working and/or residing, transfers to another country after the
Date of Grant, changes employment status to a consultant position, or is considered a resident of another country for local law
purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein
shall be applicable to Participant.


 


In accepting this SAR, Participant acknowledges, understands
and agrees that:


 


Data Privacy​.
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form,
of Participant’s personal data as described in this Agreement and any other award materials by and among, as applicable,
the Employer, the Company, the Company’s Parents and/or its Subsidiaries for the exclusive purpose of implementing, administering
and managing Participant’s participation in the Plan.


 


Participant understands that the
Employer, Company, the Company’s Parents and/or its Subsidiaries may hold certain personal information about Participant,
including but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company,
details of all awards or any other entitlement to shares of Common Stock granted, canceled, exercised, vested, unvested or outstanding
in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“​Data”).


 


Participant understands that
Data will be transferred to any third parties assisting the Company with the implementation, administration and management of
the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that
the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that Participant may request a list with the names and addresses of any
potential recipients of the Data by contacting Participant’s local human resources representative. Participant
authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan.
Participant understands that Data will be held only as long as is necessary to implement, administer and manage
Participant’s participation in the Plan. Participant understands that Participant may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources
representative. Participant understands, however, that refusing or withdrawing Participant’s consent may affect
Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s
refusal to consent or withdrawal of consent, Participant understands that Participant may contact Participant’s local
human resources representative.


 






    	 	109	 



     


    

 


In accepting this SAR, Participant also acknowledges, understands
and agrees that:


 


		●	the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan;



 


		●	the grant of the SAR is voluntary and occasional and does not create any contractual or other right
to receive future grants of SARs, or benefits in lieu of SARs, even if SARs have been granted in the past;



 


		●	all decisions with respect to future SAR or other grants, if any, will be at the sole discretion of the Company;



 


		●	the SAR grant and Participant’s participation in the Plan shall not create a right to employment
or be interpreted as forming an employment or service contract with the Company, or, if different, Participant’s employer
(the “​Employer​”), or any Parent, Subsidiary, and shall not interfere with
the ability of the Company, the Employer or any Parent, Subsidiary, as applicable, to Terminate Participant;



 


		●	Participant is voluntarily participating in the Plan;



 


		●	the SAR and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;



 


		●	the SAR and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation
for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;



 


		●	the future value of the Shares underlying the SAR is unknown, indeterminable, and cannot be predicted with certainty;



 


		●	if the underlying Shares do not increase in value, the SAR will have no value;



 


		●	if Participant exercises the SAR and acquires Shares, the value of such Shares may increase or decrease in value, even below
the Exercise Price;



 


		●	no claim or entitlement to compensation or damages
shall arise from forfeiture of the SAR resulting from the Termination of Participant's service (for any reason whatsoever, whether
or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms
of Participant’s employment agreement, if any), and in consideration of the grant of the SAR to which Participant is otherwise
not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the
Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then,
by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute
any and all documents necessary to request dismissal or withdrawal of such claim;



 






    	 	110	 



     


    

 


		●	for purposes of the SAR, Participant's service will be considered Terminated as of the date Participant
is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such Termination
and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed
or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or
determined by the Company, (i) Participant’s right to vest in the SAR under the Plan, if any, will terminate as of such date
and will not be extended by any notice period (​e.g., Participant’s period of service would not include
any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the
jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); and (ii) the period
(if any) during which Participant may exercise the SAR after such termination of Participant's service will commence on the date
Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in
the jurisdiction where Participant is employed or terms of Participant’s employment agreement, if any; the Committee shall
have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her
SAR grant (including whether Participant may still be considered to be providing services while on a leave of absence;



 


		●	unless otherwise provided in the Plan or by the Company in its discretion, the SAR and the benefits evidenced by this Agreement
do not create any entitlement to have the SAR or any such benefits transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;



 


		●	the SAR and the Shares subject to the SAR are not part of normal or expected compensation or salary for any purpose; and



 


		●	neither the Company, the Employer nor any Subsidiary shall be liable for any foreign exchange rate
fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the SAR or of
any amounts due to Participant pursuant to the exercise of the SAR or the subsequent sale of any Shares acquired upon exercise.



 


BANGLADESH


 


Terms and Conditions


 


U.S. Transaction​. Participant
understands that the acceptance of the SAR results in an agreement between Participant and the Company that is completed in the
United States and that the Agreement is governed by the laws of the State of California, without giving effect to that body of
laws pertaining to conflict of laws. Upon exercise of the SAR, any Shares to be issued to Participant shall be held or delivered
to Participant in the United States and in no event will such Shares be delivered to Participant in Bangladesh. Participant acknowledges
that Participant is not permitted to sell or otherwise transfer Shares directly to other individuals in Bangladesh, nor is Participant
permitted to bring any certificates representing the Shares into Bangladesh (if such certificates are actually issued).


 



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Language Consent​.
Participant confirms that Participant has read and understood the documents relating to the grant (the Notice of Grant, the SAR
Agreement and the Plan) which were provided in the English language, and Participant accepts the terms of these documents accordingly.


 


INDIA


 


Notifications


 


Exchange Control Obligations​.
Due to exchange control restrictions in India, Participant understands that Participant is required to repatriate any proceeds
from the sale of Shares acquired under the Plan or the receipt of any dividends to India within 90 days of receipt. If Participant
does repatriate such amounts, Participant agrees to obtain a foreign inward remittance certificate (“​FIRC”)
or other similar form from the bank where Participant deposits the funds and maintains the FIRC or other form as evidence of the
repatriation of funds in the event the Reserve Bank of India or the Company requests proof of repatriation.


 


 


112