INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 2020 is made by and between [Augmedix, Inc.], a Delaware corporation (the “Company”), and _________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCKAugmedix, Inc. • October 9th, 2020 • Blank checks • Delaware
THIS CERTIFIES THAT, for value received, [________________] or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Augmedix, Inc., a Delaware corporation (the “Company”), shares of the Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with and pursuant to the terms of the 2019 Series B Preferred Stock and Warrant Purchase Agreement dated September 3, 2019 (the “Agreement”) by and among the Company, the original Holder hereof, and certain of the Investors (as defined therein) by and among the Company and the Warrant Holders (as defined therein). This Warrant is one of a series of warrants which may be issued pursuant to the Agreement (collectively, the “Warr
ContractAugmedix, Inc. • October 9th, 2020 • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
ContractAugmedix, Inc. • October 9th, 2020 • Blank checks • Delaware
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.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MALO HOLDINGS CORPORATION, a Delaware corporation AUGUST ACQUISITION CORP., a Delaware corporation and AUGMEDIX, INC., a Delaware corporation October 5, 2020Agreement and Plan of Merger and Reorganization • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 5, 2020, by and among MALO HOLDINGS CORPORATION, a Delaware corporation (the “Parent”), AUGUST ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and AUGMEDIX, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Malo Holdings Corporation (to be renamed “Augmedix, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ________, 2020, among Augmedix, Inc., a Delaware corporation (f.k.a. Malo Holdings Corporation) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
ContractRegistration Rights • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
OFFICE SPACE LEASEOffice Space Lease • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
THIS LEASE is made as of the _____ day of February, 2014, by and between DP MISSION STREET. LLC, a Delaware limited liability company, hereinafter called “Landlord,” and AUGMEDIX, INC., a Delaware C Corporation, herein after called “Tenant.”
MASTER SERVICES AGREEMENTMaster Services Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • California
THIS MASTER SERVICES AGREEMENT (“Agreement”) is dated as of October 1, 2019 and is between Augmedix, Inc., a Delaware corporation with offices at 1161 Mission Street, Suite 210, San Francisco, CA 94103 (“Augmedix"), and IDS Infotech Limited, an Indian limited company, with an office located at C-138, Phase 8 Industrial area, Sahibzada Ajit Singh Nagar (Mohali), Punjab 160071 Punjab, India (“Scribe Service Provider”) (each a “Party” and together the “Parties”).
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of __________________, 2020, is entered into by and among Malo Holdings Corporation, a Delaware corporation (the “Parent”), Augmedix, Inc., a Delaware corporation (“Augmedix” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
ContractAppendix 1 • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
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.
ContractAugmedix, Inc. • October 9th, 2020 • Blank checks • Delaware
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.
AUGMEDIX, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 11, 2015, by and between Comerica Bank (“Bank”) and AUGMEDIX, INC. (“Borrower”).
AUGMEDIX, INC. san francisco, ca 94103 march 07, 2019Augmedix, Inc. • October 9th, 2020 • Blank checks • California
AUGMEDIX, INC. San Francisco, Ca 94103 August 09, 2017Augmedix, Inc. • October 9th, 2020 • Blank checks • California
MASTERS SERVICES AGREEMENT BY AND BETWEEN SUTTER HEALTH AND AUGMEDIX, INC. FOR THE PROVISION OF: REMOTE SCRIBE SERVICES THROUGH USE OF GOOGLE GLASS DEVICE AUGMEDIX SOLUTIONMaster Services Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • California
This Master Services Agreement (“Agreement”) effective the date last signed below (“Effective Date”) by and between Sutter Health, a California nonprofit public benefit corporation (“Sutter”), and Augmedix, Inc., a Delaware corporation (“Augmedix”). Sutter and Augmedix may be referred to herein individually as a “Party” and collectively as the “Parties.”
MASTER SERVICES AGREEMENTMaster Services Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • California
THIS MASTER SERVICES AGREEMENT (“Agreement”) is effective as of February 1, 2018 (“Effective Date”) and is between Augmedix, Inc., a Delaware corporation with offices at 1161 Mission Street, Suite 210, San Francisco, CA 94103 (“Augmedix”), and Infosense Technologies, Pvt. Ltd. (dba OG Healthcare), with office located at 3rd Floor, 27/A Boopasandra Main Road, Boopasandra, Bangalore 560094, Karnataka, India (“Scribe Service Provider”) (each a “Party” and together the “Parties”).
LOAN AND SECURITY AGREEMENT DATED AS OF MAY 31, 2017 between TRINITY CAPITAL FUND III, L. P. and AUGMEDIX, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 9th, 2020 • Augmedix, Inc. • Blank checks • Delaware
The undersigned authorized officer (“Officer”) of Augmedix, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of May 31, 2017, by and among Borrower and Lender (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
