Offer letter, dated August 9, 2017, by and between Matteo Marchetta and Augmedix, Inc

Exhibit 10.5

AUGMEDIX, INC.

1161 Mission Street, Suite 210

San Francisco, Ca 94103

August 09, 2017

Matteo Marchetta

Via email to: [*]

Dear Matteo,

Augmedix, Inc. (the “Company”) is pleased to offer you employment on the following terms:

Matteo Marchetta

August 09, 2017

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Notwithstanding the foregoing, your employment is also subject to the following terms:

Stock Options. Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase shares of the Company’s Common Stock for a total of 1.2% ownership stake (on a fully diluted basis, calculated on 9th August 2017 including the number of shares reserved under the company’s employee stock option plan). The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s Employee Stock Plan. You will vest in 25% of the option shares on your first year anniversary date, and then 1/48th for each month of continuous service thereafter. Full acceleration on double trigger applies. The following options language will be included as part of your contract:

“100% double-trigger acceleration as follows: If there is an Acquisition (as defined in the Plan) and if, during the period of time commencing ninety (90) days prior to the consummation of such Acquisition and ending on the first anniversary of the consummation of such Acquisition, optionee’s employment by the Company is terminated by the Company other than for Cause (as defined in the Plan), or is terminated by optionee for Good Reason (as defined below), then 100% of the then unvested portion of the option shall accelerate effective as of immediately prior to such termination, or in the case of a termination prior to consummation of an Acquisition, upon such Acquisition. “Good Reason” means any of the following actions by the Company without optionee’s written consent: (a) a material reduction in optionee’s duties or responsibilities that is inconsistent with optionee’s position, provided that a mere change of title alone shall not constitute such a material reduction; (b) the requirement that optionee change his or her principal office to a facility that increases optionee’s commute by more than forty (40) miles from optionee’s commute to the location at which optionee is employed prior to such change, or (c) a material reduction in optionee’s annual base salary or a material reduction in optionee’s employee benefits (e.g., medical, dental, insurance, short- and long-term disability insurance and 401(k) retirement plan benefits, collectively, the “Employee Benefits”) to which optionee is entitled immediately prior to such reduction (other than (i) in connection with a general decrease in the salary or Employee Benefits of all similarly situated employees and (ii) following an Acquisition, to the extent necessary to make optionee’s salary or Employee Benefits commensurate with those other employees of the Company or its successor entity or parent entity who are similarly situated with optionee following such Acquisition).”

Matteo Marchetta

August 09, 2017

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Severance. In case of an involuntary termination you will be paid two months salary as severance.

Bonus program. You will be eligible for a bonus program based on individual performance and company performance with a max payout that will yield up to $70,000 on top of your base salary earnings. The guidelines of this program (e.g. target, institution date, etc.) will be formed in collaboration with the executive team and will require Board approval.

Offer. This offer of employment is contingent upon the satisfactory outcome of a personal background check, which may include professional references.