Exhibit 4.5


 


THIS WARRANT
AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


	Company:	Augmedix, Inc., a Delaware corporation
	 	 
	Number of Shares:	10,000
	 	 
	Type/Series of Stock:	Common Stock of the Company
	 	 
	Warrant Price:	$0.36 per share
	 	 
	Issue Date:	08.07.19
	 	 
	Expiration Date:	08.07.24 (See also Section 1.6)


 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, Partap Krishan Aggarwal (together with any successor or permitted assignee or transferee
of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number
of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”)
of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as
adjusted pursuant to SECTION 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in
this Warrant.


 


SECTION 1 EXERCISE.


 


1.1
Method of Exercise/Exchange. Holder may at any time and from time to time exercise this Warrant, in whole
or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of
Exercise/Exchange in substantially the form attached hereto as Appendix 1 and, unless Holder is exchanging this Warrant
pursuant to a cashless exchange set forth in Section 1.2 a check, wire transfer of same-day funds (to an account
designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares
being purchased.


 


1.2 Cashless
Exchange. In lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but
otherwise in accordance with the requirements of Section 1.1, Holder shall have the right to exchange this Warrant or
any portion hereof for a number of Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is
being exchanged. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are
computed using the following formula:


 


X = Y(A-B)/A


 




    1


     


    

 


where:


 


X
= the number of Shares to be issued to the Holder;


 


Y = the
number of Shares with respect to which this Warrant is being exchanged (inclusive of the Shares surrendered to the Company in
satisfaction of the aggregate Warrant Price);


 


A = the Fair Market Value (as
determined pursuant to Section 1.3 below) of one Share; and


 


B = the Warrant
Price.


 


1.3 Fair
Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities
exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is
common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock
reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of
Exercise/Exchange to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a
series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or
last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on
which Holder delivers this Warrant together with its Notice of Exercise/Exchange to the Company multiplied by the number of
shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not
traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its
reasonable good faith judgment.


 


1.4 Delivery of Certificate
and New Warrant. Promptly after Holder exercises or exchanges this Warrant in the manner set forth in Section 1.1 or
1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised or exchanges and has not expired, a new warrant of like tenor representing the
Shares not so acquired.


 


 1.5 Replacement of Warrant. On receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to
the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within
a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 


 1.6 Treatment of Warrant Upon Acquisition
of Company.


 


(a) Acquisition. For the purpose of this Warrant,
“Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive
license or other disposition of all or substantially all of the assets of the Company; (ii) any merger or consolidation of the
Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s
domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately
prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor
entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; (iii) any sale or other
transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding
combined voting power.


 




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(b)
Treatment of Warrant in Cash/Public Acquisition.
In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely
of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”),
and the fair market value of one Share as determined in accordance with Section 1.3 above would be greater than the
Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant
pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be exchanged pursuant
to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public
Acquisition. In connection with such exchange, Holder shall be deemed to have restated each of the representations and warranties
in Section 4 of the Warrant as the date thereof and the Company shall promptly notify the Holder of the number of Shares
(or such other securities) issued upon exercise or exchange. In the event of a Cash/Public Acquisition where the fair market value
of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately
prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public
Acquisition.


 


(c)
Sale Right in a Cash Acquisition. Notwithstanding the foregoing, in connection
with an Acquisition in which the consideration to be received by the Company’s stockholders is primarily cash, Holder shall
have the right in lieu of the foregoing to exchange this Warrant or any portion hereof for a lump-sum cash payment equal to the
value of this Warrant, or portion hereof as to which this Warrant is being exchanged. Any payments made by the Company to the
Holder pursuant to this Warrant shall be made without any deduction or withholding for or on account of taxes or otherwise. Thereupon,
the Company shall pay to the Holder such lump-sum cash payment equal to the product of “X” multiplied by “A,”
each as determined in accordance with Section 1.2 above.


 


(d)
Treatment of Warrant in Other Acquisitions. Upon the closing of any Acquisition
other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations
of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have
been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding
on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions
of this Warrant; provided, however, that if the fair market value of one Share as determined in accordance with Section 1.3 above in such Acquisition is greater than three times the Warrant Price then in effect then the acquiring, surviving or successor
entity may elect not to assume the obligations of this Warrant and this Warrant shall terminate upon the consummation of such
Acquisition, provided further, however, that the acquiring, surviving or successor entity and the Company shall give the Holder
notice in accordance with Section 3.3(d) of this Warrant and reasonable opportunity to exercise or exchange this Warrant
prior to the consummation of such Acquisition, and in any event the provisions of Section 5.1(b) shall be applicable upon
such expiration.


 


(e)
As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements:
(i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and
other information under the Securities Act of 1933, as amended (the “Act”) and the Exchange Act; (ii) the class
and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were
Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market; and (iii) Holder would be
able to publicly re-sell, within six months following the closing of such Acquisition, all of the issuer’s shares
and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or
prior to the closing of such Acquisition.


 






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SECTION 2 ADJUSTMENTS TO THE SHARES AND
WARRANT PRICE.


 


2.1 Stock Dividends,
Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable
in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would
have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides
the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable
hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased, provided the aggregate
purchase price shall remain the same. If the outstanding shares of the Class are combined or consolidated, by reclassification
or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall
be proportionately decreased, provided the aggregate purchase price shall remain the same.


 


 2.2 Reclassification, Exchange, Combinations
or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined,
substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the
consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder
would have received had the Shares been outstanding on and as of the consummation of such event, provided the aggregate purchase
price shall remain the same and subject to further adjustment thereafter from time to time in accordance with the provisions of
this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations,
substitutions, replacements or other similar events.


 


2.3 Conversion of
Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that
all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant
to the provisions of the Company’s Certificate of Incorporation (the “Charter”), including, without limitation,
in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective
registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares
of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the
Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal
the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which
one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions
of this Warrant.


 


 2.4 Adjustments for Diluting Issuances.
The Type/Series of Stock issuable upon exercise of this Warrant shall have the same original issue price and conversion price
as all other shares of the same Type/Series Stock of the Company. For the avoidance of doubt, this means that if there is an adjustment
to the conversion price of the Type/Series of Stock prior to the exercise of this Warrant then the shares of the Type/Series of
Stock (or Common Stock issuable upon conversion of such shares) shall have the same conversion price as other outstanding shares
of the same Type/Series notwithstanding that an adjustment to the conversion price occurred prior to the exercise of this Warrant.


 




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2.5 No Fractional
Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by
(a) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (b) the then-effective
Warrant Price.


 


 2.6 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the
Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant
Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request
from Holder, furnish Holder with a certificate of its Chief Executive Officer or Chief Financial Officer, including
computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such
adjustment.


 


SECTION 3 REPRESENTATIONS AND COVENANTS OF THE
COMPANY.


 


3.1 Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)
The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which
shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least
$3,600 of such shares were sold.


 


(b)
This Warrant is, and all Shares which may be issued upon the exercise of this Warrant, all securities, if any, issuable upon
conversion of the Shares and any warrants issued in substitution for or replacement of this Warrant shall, upon issuance, be
duly authorized, validly issued, fully paid and non-assessable, and free of any taxes, liens, charges and encumbrances except
for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants
that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such
number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this
Warrant and the conversion of the Shares into common stock or such other securities.


 


(c)
The Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of
Delaware, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and
conduct its business as presently conducted, and (ii) is duly qualified to do business as a foreign corporation and is in
good standing under the laws of each jurisdiction which requires such qualification, except in the case of clause (ii) above,
to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in (i) a
material adverse effect on the validity or enforceability of this Warrant, (ii) a material adverse effect on the condition
(financial or otherwise), earnings, business or properties of the Company, or (iii) a material adverse effect on the
Company’s ability to perform in any material respect its obligations under this Warrant (any of (i), (ii) or (iii)) (a
“Material Adverse Effect”).


 






    5


     


    

 


(d) The
Company has all requisite corporate power and authority, and has taken all requisite corporate action, to execute and deliver
this Warrant, sell and issue the Shares and carry out and perform all of its obligations under this Warrant, and without limiting
the foregoing, the Company hereby agrees that the Company shall all times have authorized and reserved the number of Shares needed
to provide for the exercise of the rights then represented by this Warrant. If at any time the Company does not
have a sufficient number of Shares authorized and available, then the Company shall call and hold a special meeting of its stockholders
within 60 days of that time for the sole purpose of increasing the number of authorized Shares to a sufficient number. This Warrant
constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’
rights generally and (ii) as limited by equitable principles generally, including any specific performance.


 


(e)
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any
federal, state, or local governmental authority on the part of the Company is required in connection with the consummation of
the transactions contemplated by this Warrant except for the filing of a Form D with the Securities and Exchange Commission
(the “Commission”) under the Securities Act and compliance with the securities and blue sky laws in the
states and other jurisdictions in which shares of Common Stock are offered and/or sold, which compliance will be effected in
accordance with such laws.


 


(f)
Neither the execution, delivery or performance of this Warrant by the Company nor the consummation of any of the transactions
contemplated thereby (including, without limitation, the issuance and sale by the Company of the Shares) will conflict with,
result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to, (i) the charter or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the
Company is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation,
judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its properties, except in the case of clauses
(ii) and (iii) above, for any conflict, breach or violation of, or imposition that would not, individually or in the
aggregate, have a Material Adverse Effect.


 


(g)
Neither the Company nor any Person acting on its behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of
this Warrant.


 


(h)
Neither of the Company or any Person acting on its behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the
Company on Section 4(a)(2) of the Securities Act or require registration of this Warrant under the Securities Act or cause
this Warrant to be integrated with prior offerings by the Company for purposes of the Securities Act.


 


3.2 Registration
Rights/Investor Rights Agreement. The Company shall take such actions as are necessary to provide that the Holder, upon exercise
of this Warrant, is a party to the Company’s Investor Rights Agreement and entitled to “piggyback” and
S-3 registration rights.


 


 3.3 Notice of Certain Events. If the Company
proposes at any time to:


 


(a) declare
any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;


 




    6


     


    

 


(b) offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or
series of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c) effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class;


 


(d) effect
an Acquisition or to liquidate, dissolve or wind up; or


 


(e) effect
an IPO;


 


then, in connection with each such event, the Company
shall give Holder:


 


(1) at
least seven Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto)
or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;


 


(2) in
the case of the matters referred to in (c) and (d) above at least seven Business Days prior written notice of the date when the
same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange
their shares for the securities or other property deliverable upon the occurrence of such event); and


 


(3) with
respect to the IPO, at least seven Business Days prior written notice of the date on which the Company proposes to file its registration
statement in connection therewith.


 


Company will also provide information requested by
Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


SECTION 4 REPRESENTATIONS AND WARRANTIES
OF THE HOLDER.


 


The Holder represents
and warrants to the Company as follows:


 


 4.1 Purchase for Own Account. This Warrant
and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s
account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder
also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


 4.2 Disclosure of Information. Holder
is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information
it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant
and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to
the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify
any information furnished to Holder or to which Holder has access.


 




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4.3 Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can
bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge
and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in
this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 


 4.4 Accredited Investor Status. Holder
is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


 4.5 The Act. Holder understands that
this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed
herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently
registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and
qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


 4.6 Market Stand-off Agreement. Holder
agrees that the Shares shall be subject to the Market Standoff provisions set forth in Section 3.11 of that certain Amended and
Restated Investors’ Rights Agreement dated May 2, 2018 by and among the Company and certain investors of the Company listed
on Schedule A thereto and certain stockholders of the Company listed on Schedule B thereto, as may be amended, provided
that Holder shall not be bound by any amendment that affects Holder’s rights under the Loan Agreement or affects it in a
manner that is different from other holders under such agreement.


 


 4.7 No Voting Rights. Holder, as a Holder
of this Warrant, will not have any voting rights until the exercise of this Warrant and, except as expressly set forth in this
Warrant, will not be considered a stockholder for any purpose until the exercise of this Warrant.


 


SECTION 5 MISCELLANEOUS.


 


5.1 (a) Term
and Automatic Conversion Upon Expiration. Subject to the provisions of Section 1.6 above, this Warrant is exercisable
in whole or in part at any time and from time to time on or before 6:00 P.M. Pacific time, on the Expiration Date and shall
be void thereafter.


 


(b) Automatic
Cashless Exchange upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant
Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exchanged pursuant
to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised,
and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued
upon such exchange to Holder.


 




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5.2 Legends. The Shares (and the
securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:


 


THE SHARES EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO HOLDER DATED 08.07.19,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC
OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF ISSUER.


 


 5.3 Compliance with Securities Laws on Transfer.
This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable
federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The
Company shall not require Holder to provide an opinion of counsel if the transfer is to any affiliate of Holder, provided
that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally,
the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated
under the Act.


 


 5.4 No Impairment: Further Assurances.
The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may reasonably be requested by Holder in order to protect the exercise
privilege of Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant. If the provisions
of the Company’s Certificate of Incorporation defining the economic rights granted to holders of the Class of Preferred
Stock are restated, amended, modified, waived or otherwise affected in any manner adverse to the Holder, without the Holder’s
prior written consent, then the Holder may elect, in its sole and absolute discretion, not to be bound by such adverse action,
and the amended, modified, or waived provision of the Company’s Certificate of Incorporation shall not apply to Holder,
with regard to the Preferred Stock, or any other rights granted pursuant to this Warrant (the “Holder Election”).
The Holder Election shall only apply to Holder’s economic rights and shall not apply to any voting or governance rights
that may be held by Holder. For the avoidance of doubt, the Holder Election shall also not confer upon Holder any additional voting
and/or governance rights regardless of any modifications to the Company’s Certificate of Incorporation that are necessary
to satisfy the requirements of this Section 5.4. The Company will not increase the par value of any Shares above the Warrant
Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable Shares upon the exercise of this Warrant.


 






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 5.5 Transfer
Procedure. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may
transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or
the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided,
however, in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant being
transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this
Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any
subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant
(including the representations, warranties and covenants set forth in Section 4 hereof).


 


 5.6 Binding on Successors. This Warrant
will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all
of the Company’s assets.


 


 5.7 Taxes. The Company will pay all taxes
(other than taxes based upon income) and other governmental charges that may be imposed with respect to the issuance or delivery
of the Shares, other than any tax or other charge imposed in connection with any transfer involved in the issue and delivery of
the Shares in a name other than that of the Holder.


 


 5.8 Notices. All notices and other communications
hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii)
on the third Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt
if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business
Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been
furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance
with the provisions of this Section 5.5 All notices to Holder shall be addressed as follows until the Company receives
notice of a change of address in connection with a transfer or otherwise:


 


____________ 


Attn: __________ 


[ADDRESS]  ____________ 


Telephone: ____________


Facsimile:  ____________ 


Email address:__________ 


 


SECTION 6 With a copy (which shall not constitute
notice) to:


 ____________ 


 


Attention:__________ 


[ADDRESS]  ____________ 


Facsimile:__________


Email:  ____________ 


 


Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 


Augmedix, Inc.


1161 Mission Street, Suite 210


San Francisco, CA 94103


Attention: Matteo Marchetta, Chief Financial Officer


 




    10


     


    

 


With a copy (which shall not constitute notice)
to:


 


Fenwick & West LLP



 


801 California St.


Mountain View, CA 94041


Attention: [*]


Email: [*]


 


 6.1 Waiver. This Warrant and any term
hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively
or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.


 


 6.2 Attorneys’ Fees. In the event
of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall
be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.


 


 6.3 Counterparts; Facsimile/Electronic Signatures.
This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature
page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to
any agreement subject to the terms hereof or any amendment thereto.


 


 6.4 Governing Law. This Warrant shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles
that would result in the application of any other than the laws of the State of Delaware.


 


6.5 Waiver of Jury
Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED
WITH THIS TRANSACTION.


 


 6.6 Headings. The headings in this Warrant
are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.


 


 6.7 Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which banks in New York or Arizona are closed.


 


[Signature page follows]


 




    11


     


    

 


IN WITNESS
WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective
as of the Issue Date written above.


 


	“COMPANY”	 
	 	 
	AUGMEDIX, INC., a Delaware corporation	 
	 	 	 
	By:	/s/ Manny Krakaris	 
	Name: 	Manny Krakaris	 
	Title:	Chief Executive Officer	 
	 	 	 
	“HOLDER”	 
	 	 
	Partap Krishan Aggarwal	 
	 	 	 
	By:	 	 
	 	Partap Krishan Aggarwal	 


  




     


     


    

 


APPENDIX 1


 


NOTICE OF EXERCISE/EXCHANGE


 


1.
The undersigned Holder hereby exercises its right purchase/exchange [circle one] ___________ shares of the
Common/Series______ Preferred [circle one] Stock of Augmedix, Inc., a Delaware corporation (the
“Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate
Warrant Price for such shares as follows:


 


		☐	check in the amount of $________ payable to order
of the Company enclosed herewith



 


		☐	Wire transfer of immediately available funds to the Company’s
account



 


		☐	Cashless Exchange pursuant to Section 1.2 of the
Warrant



 


		☐	Other [Describe]_________________________________________



 


2. Please
issue a certificate or certificates representing the Shares in the name specified below:


 


	 	 	 
	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 



 


3. By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in SECTION
4 of the Warrant to Purchase Stock as of the date hereof.


 


	 	HOLDER:	 
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	(Date):