Lease, dated February 5, 2014, by and between Augmedix, Inc. and DP Mission Street, LLC

EX-10.17 29 ea127438ex10-17_malohold.htm LEASE, DATED FEBRUARY 5, 2014, BY AND BETWEEN AUGMEDIX, INC. AND DP MISSION STREET, LLC

Exhibit 10.17

 

 

 

 

 

 

 

OFFICE SPACE LEASE

 

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.”

 

ARTICLE I. BASIC LEASE PROVISIONS

 

Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

 

1.	Tenant’s Name and Trade Name:	Augmedix, Inc.
2.	Premises:	Suite No. 210 consisting of approximately 6,636 rentable square feet located on the second floor of the Office Building, as shown on Exhibit A hereto.
	Address of Office Building:	1161 Mission Street, San Francisco, CA 94103
3.	Use of Premises:	General administrative and office use compatible with traditional office buildings.
4.	a. Estimated Commencement Date:	February 5, 2014 [*]
	b. Commencement Date:	The date on which Landlord delivers possession of the Premises to Tenant. Landlord shall so deliver possession of the Premises promptly after the date on which this Lease is fully executed and delivered by the parties. and Tenant has delivered the Security Deposit and prepaid Base Rent as provided herein.
5.	Lease Term:	Forty-Eight (48) months, plus such additional days as may be required to cause this Lease to terminate on the final day of the calendar month in which the lease term ends.
6.	Base Rent:	The Base Rent shall equal the following monthly amounts during the indicated periods of the Lease Term:
		Months 1 - 12:   $16,590.00 Months 13 - 24: $17,143.00 Months 25 - 36: $17.696.00 Months 37 - 48: $18,249.00
		Provided Tenant is not then in default of its obligations under this Lease, beyond applicable notice and cure periods, Base Rent shall be fully abated in Months 1 - 8, it being understood that if the Commencement Date does not occur on the first day of a calendar month, then such abatement may extend into the ninth (9th) month of the Lease Term, for which Base Rent shall be duly prorated, such that Tenant receives eight (8) full months of rental abatement.
7.	Operating Expense Base Year:	Calendar year 2014.
	Expense Recovery Period:	Each calendar year following the Operating Expense Base Year.
8.	Floor Area of Premises:	Approximately 6,636 rentable square feet.
9.	Security Deposit:	Fifty-Four Thousand Seven Hundred Forty-Seven and No/100 Dollars ($54,747.00) as is further described in Section 4.3 herein. The Security Deposit shall be delivered to Landlord concurrently with Tenant’s execution of this Lease.
		Provided Tenant is not then in default of its obligations under this Lease, beyond applicable notice and cure periods, and Tenant provided Landlord evidence reasonably satisfactory to Landlord that Tenant has maintained a total average cash balance of $2,000,000.00 in one or more federally-insured bank accounts during the three (3) months immediately preceding the subject Security Deposit Reduction Date, as defined below, the Security Deposit shall be reduced to $36,498.00 at the end of the 24th month of the Lease Term, and further reduced to $18,249.00 at the end of the 36th month of the Lease Term. The date of each such reduction shall be referred to as a -Security Deposit Reduction Date”.
10.	Broker(s):	Landlord –	Michael D. McCarthy, Michael W. Monroe, and Brian McCarthy – Colliers International
		Tenant –	Elizabeth Hart – Cornish & Carey Commercial Newmark Knight Frank
11.	Address for Payments and Notices:

 

 

	LANDLORD:	DP Mission Street, LLC
		c/o DP Management Services, Inc.
		818 West 7th Street, Suite 410
		Los Angeles, California 90017
		Attn: [*]
		Telephone: [*]
		Facsimile: [*]
	TENANT:	Augmedix, Inc.
		1161 Mission Street, Suite 210
		San Francisco, California 94103
		Attn: [*]
		Telephone: [*]
		Facsimile: [*]
12.	Tenant Improvements:	Tenant shall take the Premises “as-is”, and subject to rules, regulations and laws applicable to the Premises and Tenant’s use therefor, except that Landlord shall perform the work (if any) relating to the initial design and construction of Tenant’s improvements, as described in Exhibit E (Tenant’s Work Letter) attached hereto,.
13.	Parking:	None.
14.	Tenant’s Construction Representative:	N/A
	Telephone:
	Landlord’s Construction Representative:	N/A
	Telephone:
15.	Tenant’s Percentage:	9.76% calculated by dividing the Floor Area of Premises (numerator) by the rentable area of the Office Building (denominator; currently 67,995 rentable square feet) and expressing the resulting quotient as a percentage. Tenant’s Percentage shall be increased during the Term in proportion to any increase in the area of the Premises in accordance with the formula stated herein.

 

ARTICLE II. PREMISES

 

SECTION 2.1 LEASED PREMISES

 

Landlord leases to Tenant and Tenant rents from Landlord the premises shown in Exhibit A (the Premises) containing the floor area set forth in Item 8 of the Basic Lease Provisions and known by the suite number identified in Item 2 of the Basic Lease Provisions. The Premises are located in the office building identified in Item 2 of the Basic Lease Provisions (which together with the underlying real property is called the “Office Building” or the “Building”). The rentable square footage of the Premises set forth in Item 8 of the Basic Lease Provisions is deemed conclusive as between the parties.

 

SECTION 2.2 ACCEPTANCE OF PREMISES

 

Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises or the Office Building or the suitability or fitness of either for any specific purpose except as otherwise set forth in this Lease.

 

SECTION 2.3. RELOCATION RIGHT.

 

If Landlord requires the Premises for use in conjunction with another suite or for other reasons connected with Landlord’s planning program for the Office Building, upon at least one hundred and twenty (120) days’ advance written notice to Tenant, Landlord shall have the right to move Tenant to other space in the Office Building, provided such space is not more than ten percent (10%) larger or smaller than the Premises and is comparable or superior to the Premises in terms of floor level, views, and overall property value. Landlord shall pay for (a) all out of pocket reasonable expenses of Tenant in moving from the Premises to the new space and (b) the cost of improving the new space so that the level of improvements in the new space is comparable to the level of improvements in the Premises. All the terms and conditions of the original Lease shall remain in full force and effect, and be deemed applicable to the new space except that the Lease shall be deemed amended to reflect such new space as the Premises.

 

SECTION 2.4 BUILDING NAME AND ADDRESS

 

Tenant shall not utilize any name selected by Landlord from time to time for the Office Building and/or the Premises as any part of Tenant’s corporate or trade name. Landlord shall have the right to change the name, number or designation of the Office Building or Premises without liability to Tenant, but upon at least thirty (30) days prior written notice to Tenant.

 

ARTICLE III. TERM

 

SECTION 3.1 GENERAL

 

The term of this Lease (“Term”) shall be for the period shown in Item 5 of the Basic Lease Provisions. The Term shall commence on the Commencement Date as set forth in Item 4 of the Basic Lease Provisions. Within ten (10) days after possession of the Premises is tendered to Tenant, the parties shall memorialize on a form provided by Landlord the actual Commencement Date and the expiration date (the “Expiration Date”) of this Lease. Tenant’s failure to execute that form shall not affect the validity of Landlord’s determination of those dates. If Tenant fails to timely execute such form, then Landlord shall be deemed appointed as Tenant’s attorney in fact with power of attorney to execute such for in the name and on behalf of Tenant and Tenant shall be conclusively bound to all of the information set forth in such form as though executed by Tenant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Lease as of the date and year first written above.

 

LANDLORD:

 

DP MISSION STREET, LLC,

A Delaware limited liability company

By DP Management Services, Inc.

Its managing agent

 

By:
	Eric Bender, Vice-President

 

TENANT:

 

AUGMEDIX, INC.,

A Delaware C Corporation

 

By:	/s/ Pelu Tran
Name:	Pelu Tran
Title:	Cofounder / Chief Product Officer
By:	/s/ Ian Shakil
Name:	Ian Shakil
Title:	Cofounder / CEO

 

1161 Mission/Augmedix.06(2.6.2014)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DocuSign Envelope ID: 5F6E2808-18DD-4B24-AB75-105ED0416351

 

Landlord is not in breach or default of any of its obligations or covenants under or pursuant to the Lease, and that Tenant has no claim against Landlord which may be set off against rent or other sums accruing under the Lease, or any other claim or cause of action against Landlord.

 

12.

No Other Changes

 

Except as specifically changed, modified or supplemented by this Amendment, all of the terms and conditions of the Lease shall continue in full force and effect, and are incorporated herein by reference. The provisions of this Amendment shall prevail and govern over any conflicting provision of the Lease.

 

13.

Counterparts

 

This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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

 

TENANT:

 

AUGMEDIX, INC.,

a Delaware C corporation

 

By:	/s/  Ian Shakil
Name:
Its:

 

By:	/s/ Pelu Tran
Name:
Its:

 

LANDLORD:

 

DP MISSION STREET, LLC,

a Delaware limited liability company

 

By:	DP Management Services, Inc.

Its:	Managing Agent

 

	By:	/s/ Willy K. Ma
	Name:	Willy K. Ma
	Its:	President

 

DP.1161 Mission.Augmedix.1stAmend.02

 

 

 

 

 

 

DocuSign Envelope ID: 5F6E2808-18DD-4B24-AB75-105ED0416351 

 

4. Tenant hereby authorizes        [*]                           (Phone:      [*]                   ) as its construction representative, agent and attorney-in-fact for the purpose of giving and receiving notices, approving submittals and issuing requests for changes with respect to the Expansion Work contemplated herein, and Landlord hereby authorizes [*] (Phone: [*]) as its construction representative, agent and attorney-in-fact for the purpose of giving and receiving notices, approving submittals and issuing requests for changes with respect to the Expansion Work contemplated herein. Landlord and Tenant shall be entitled to rely upon authorizations and directives of the other party’s designated construction representative as if given directly by such other party. Each party may amend the designation of its construction representative(s) at any time upon delivery of written notice to the other party.

 

5. The Expansion Work shall be undertaken by Landlord as soon as reasonably practicable following the full execution and delivery of this Amendment and the mutual approval of the Plans and Specifications, and shall be diligently prosecuted by Landlord to completion. Landlord shall perform and complete the Expansion Work in compliance with all applicable laws, codes, regulations and ordinances, in a good and workmanlike manner.

 

DP.1161 Mission.Augmedix.1stAmend.02 

DocuSign Envelope ID: 5F6E2808-18DD-4B24-AB75-105ED0416351 

 

EXHIBIT C

 

DISABILITY ACCESS NOTICE

 

Before you, as the Tenant, enter into the lease document to which this Exhibit is attached (whether a new lease or an amendment to an existing lease) with us, the Landlord, for premises in the building located in San Francisco, CA and more particularly described in the Lease (the “Property”), please be aware of the following important information about the Lease:

 

You May Be Held Liable for Disability Access Violations on the Property. Even though you are not the owner of the Property, you, as the Tenant, as well as the Property owner, may still be subject to legal and financial liabilities if the leased Property does not comply with applicable Federal and State disability access laws. You may wish to consult with an attorney prior to entering into the lease document to make sure that you understand your obligations under Federal and State disability access laws. The Landlord must provide you with a copy of the Small Business Commission Access Information Notice under Section 38.6 of the Administrative Code in your requested language; a copy of such Notice is attached hereto in satisfaction of such obligation. For more information about disability access laws applicable to small businesses, you may wish to visit the website of the San Francisco Office of Small Business or call ###-###-####.

 

The Lease Must Specify Who Is Responsible for Making Any Required Disability Access Improvements to the Property. Under the laws of the City of San Francisco, the lease must include a provision in which you, the Tenant, and the Landlord agree upon your respective obligations and liabilities for making and paying for required disability access improvements on the leased Property. The Lease must also require you and the Landlord to use reasonable efforts to notify each other if they make alterations to the leased Property that might impact accessibility under Federal and State disability access laws. You may wish to review those provisions with your attorney prior to entering the lease to make sure that you understand your obligations under the Lease.

 

PLEASE NOTE: The Property may not currently meet all applicable construction-related accessibility standards, including standards for public restrooms and ground floor entrances and exits.

 

By signing below, Tenant confirms that it has read and understood this Notice.

 

TENANT:
AUGMEDIX, INC.,
a Delaware C corporation
By:	/s/ Ian Shakil
Name:
Title:
By:	/s/ Pelu Tran
Name:
Title:

 

DP.1161 Mission.Augmedix.1stAmend.02

 

 

 

 

 

 

 

 

 

 

 

 

DocuSign Envelope ID: 51247F10-E380-406E-A111-E5C302C18CEA

 

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

 

TENANT:

 

AUGMEDIX, INC.,

a Delaware C corporation

 

By:	/s/  Ian Shakil
Name:	Ian Shakil
Its:	CEO
Date:	Jan 26, 2016

 

LANDLORD:

 

DP MISSION STREET, LLC,

a Delaware limited liability company

 

By:	DP Management Services, Inc.

Its:	Managing Agent

 

	By:	/s/ Willy K. Ma
	Name:	Willy K. Ma
	Its:	President

 

DP.1161Mission.Augmedix.2ndAmend.01

 

 

 

 

 

 

  

18. Successors and Assigns. Neither party may assign this Agreement without the other party’s prior written consent, except that Augmedix may assign this Agreement in whole, without the other party’s consent, to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or the sale of all or substantially all of such party’s assets or the sale of that portion of such party’s business to which this Agreement relates. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

 

19. Warranty. Contractor warrants to Augmedix that all materials and equipment incorporated in the Work and Contractor guarantees that the Work will be suited for its intended purpose and free from faulty materials, construction or workmanship. On notice from Augmedix, Contractor shall immediately remedy, repair or replace, without cost to Augmedix but to full satisfaction, all defects, damages or imperfections appearing in the Work within a period of one (1) year after the date of final completion and acceptance of the Work, or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty. Contractor shall promptly correct any defect at no expense to Augmedix.

 

20. Notices. Any notice, request, demand, approval or other communication permitted, required or otherwise given hereunder or in connection herewith (the “Notice”) shall be in writing and shall be effective (i) immediately upon delivery in person, or by facsimile (provided that the sender retains a printed confirmation of transmission to the appropriate facsimile number), or (ii) the next business day after timely deposit with a commercial courier or delivery service for overnight delivery, or (iii) the date indicated on the return receipt if deposited with the United States Postal Service, certified mail, return receipt requested, with postage prepaid. The inability to deliver a Notice because of a changed address of which no notice was given, or rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept. All Notices must be properly addressed and delivered to the parties at the addresses set forth below, or at such other addresses as either party may subsequently designate by written notice given in the manner provided in this Paragraph:

 

Augmedix:	Augmedix, Inc.
	Attention: Legal Counsel
	1161 Mission Street
	Suite 210
	San Francisco, California 94103
CONTRACTOR:	[*]
	[*]
	[*]
	[*]

 

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF DECEMBER 30, 2015 BY THEIR DULY AUTHORIZED REPRESENTATIVES.

 

CONTRACTOR (EJGA. Contractor’s License No. 989599)			AUGMEDIX, INC.
By:	/s/ Brian Gee		By:	/s/ Ian Shakil
Name:	Brian Gee		Name:	Ian Shakil
Title:	Vice President		Title:	CEO & Co-Founder
Date:	1-4-16		Date:	12/30/2015

  

 

 

 

 

 

 

 

 

DocuSign Envelope ID: 14BF7EBE-4990-48D5-A3A7-8FAC01A10AB3

 

CONFIRMATION OF TERM OF LEASE

 

This Confirmation of Term of Lease is made this 9^th Day of March, 2016, by and between DP MISSION STREET, LLC (“Landlord”), and AUGMEDIX, INC., (“Tenant”), who agree as follows:

 

1.

Landlord and Tenant entered into that certain Lease Agreement dated February 7, 2014, as modified by First Amendment to Lease dated September 25, 2015, and Second Amendment to Lease dated January 26, 2016 (collectively, the “Lease”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, the premises located at 1161 Mission Street, Lower Level and Suite 210, San Francisco, California 94103 (the “Premises”).

 

2.

Pursuant to Section 3.1 of the Lease, Landlord and Tenant hereby confirm the commencement and expiration dates of the term, and the commencement date of rent, for the Expansion Space, as defined in the Lease, as follows:

 

a.

February 16, 2016, is the Commencement Date of the term of the Lease and the Commencement Date of the accrual of rent under the Lease; and

 

b.

February 28, 2021, is the Expiration Date of the term of the Lease.

 

3.

Tenant confirms that:

 

a.

It has accepted possession of the Premises as provided in the Lease;

 

b.

Landlord has fulfilled all its duties of an inducement nature, if any;

 

c.

The Lease has not been modified, altered, or amended;

 

d.

Tenant has no notice of a prior assignment, hypothecation, or pledge of rent, or of the Lease; and

 

e.

The Lease is in full force and effect.

 

4.

The provisions of this Confirmation of Term of Lease shall inure to the benefit of, or bind, as the case may require, the parties and their respective successors, subject to the restrictions on assignment and subleasing contained in the Lease.

 

TENANT:		LANDLORD:
AUGMEDIX, INC.		DP MISSION STREET, LLC

 

			By:	DP Management Services, Inc.
				Its Managing Agent
By:	/s/ Ian Shakil		By:	/s/ Sharon Slater
Its:	CEO			Sharon Slater
				Senior Vice President of Asset Management