Exhibit 6.3

FIRST AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENT

This first amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated April 29, 2020 (the “Agreement”), by and among NowRx, Inc., a Delaware corporation (the “Company”), Cary Breese (the “Key Person”), and Decathlon Alpha IV, L.P., a Delaware limited partnership (“Lender”), is effective May 5, 2021 (the “First Amendment Date”). Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

The Company desires to obtain from Lender a Subsequent Advance in the amount of $1,000,000 but has not satisfied the conditions to a Subsequent Advance required by the Agreement. In connection with and as a material inducement to Lender to make such Subsequent Advance, Company desires to make certain amendments to the Agreement as provided herein.

The Company and the Lender agree as follows:

1.             Subsequent Advance. Pursuant to Section 2.1(b) of the Agreement, the Company hereby requests from Lender a Subsequent Advance in the amount of $1,000,000. In connection with and as a further condition to the advancement of the requested Subsequent Advance by Lender to the Company, the Company hereby certifies to Lender:

1.1.            the amount of all Advances previously advanced to the Company by Lender plus the additional Subsequent Advance requested hereby does not exceed the Revenue Loan Amount;

1.2.            the amount of all previous Subsequent Advances plus the new Subsequent Advance requested does not exceed the amount of Subsequent Advances for the applicable Advance Period;

1.3.            all information contained in the most recent Certificate of Perfection delivered by the Company to Lender is accurate and complete as of the date hereof;

1.4.            (i) Company is not in default and no Event of Default has occurred and (ii) all representations and warranties of Company in Article 3 are true as of the date hereof; and

1.5.            except as provided in Section 3 of this Amendment, the Company has performed and complied with all covenants, agreements, obligations and conditions contained in the Agreement that are required to be performed or complied with by it on or before receiving the Subsequent Advance requested hereby.

2. Amendments.

2.1.            Schedule 11.3. An amended and restated Schedule 11.3 to the Agreement is attached hereto as Schedule 11.3.

3.             Limited Waiver. Lender acknowledges that Company has not satisfied the Subsequent Advance conditions set forth in paragraphs 6 through 9 of Schedule 2.1(b) of the Agreement. Lender hereby waives the Company’s obligation to comply with such conditions solely for the purpose of making the Subsequent Advance requested hereby. The foregoing acknowledgement and waiver by Lender is not intended to be, and shall not be construed as, a waiver of (i) any Event of Default or other breach of the Agreement (including the Company’s failure to make monthly payments as required by Section 2.3(b) of the Agreement or any future Event of Default or other breach of the Agreement), (ii) any of the rights or remedies of Lender, (iii) any obligations of Company under the Agreement, or (iv) any other current or future conditions set forth in the Agreement (including conditions to any requests for any additional Subsequent Advances).

4.             Transaction Costs. Pursuant to Section 12.7 of the Agreement and in connection with the Subsequent Advance contemplated by this Amendment, the Company will reimburse Lender for all fees and expenses incurred by Lender relating to this Amendment and the making of the contemplated Subsequent Advance. Lender will withhold $500 of the Subsequent Advance requested hereby and apply it towards Company’s obligation to pay Lender’s fees and expenses incurred in connection with this Amendment.

5.             No Other Changes. In all other respects, the Agreement remains in full force and effect.

[Signatures on following page]

2

The parties have executed this Amendment as of the First Amendment Date.

COMPANY:
NOWRX, INC.
By:
	Cary Breese, Chief Executive Officer
LENDER:
DECATHLON ALPHA IV, L.P.
By: Decathlon Alpha GP IV, LLC
Its: General Partner
By:
	John Borchers, Managing Director
KEY PERSON:
By:
	Cary Breese

[Signature page to First Amendment to Revenue Loan and Security Agreement]

SCHEDULE 11.3

MINIMUM INTEREST

(a)

Subject to adjustment as provided in the Agreement (including without limitation pursuant to parts (b) and (c) below), the “Minimum Interest” means the amount shown below in the column headed Minimum Interest opposite the applicable period during which the Payoff Date occurs:

Period During Which the Payoff Date Occurs	Minimum Interest
On or before 6 months after the Effective Date	0.35 times the Amount Advanced
After 6 months and on or before 12 months after the Effective Date	0.45 times the Amount Advanced
After 12 months and on or before 18 months after the Effective Date	0.55 times the Amount Advanced
After 18 months and on or before 24 months after the Effective Date	0.65 times the Amount Advanced
After 24 months and on or before 30 months after the Effective Date	0.80 times the Amount Advanced
After 30 months after the Effective Date	1.00 times the Amount Advanced

For the avoidance of doubt, any increases to the Minimum Interest made pursuant to Section 8.2 of the Agreement will be cumulative and will apply throughout the remainder of the term of the Agreement for each period set forth in the table above.

(b)

If the Revenue or Reported Revenue is not equal to at least 75% of Projected Revenue (the “MI Threshold”) for any Revenue Test Period, then the Minimum Interest multiple will increase, automatically and without notice from Lender, by 0.10 throughout the remainder of the term of the Agreement for each period set forth in the table in part (a) of this Schedule 11.3. For each incremental 10% that the Projected Revenue is lower than the MI Threshold, the Minimum Interest multiple will increase, automatically and without notice from Lender, by an additional 0.05 throughout the remainder of the term of the Agreement for each period set forth in the table in part (a) of this Schedule 11.3.

If Company fails to meet the MI Threshold for two or more Revenue Test Periods, the adjustments made pursuant to part (b) of this Schedule 11.3 will be cumulative. There is no limit to the number of adjustments that may be made pursuant to part (b) of this Schedule 11.3.

(c)

Attached to the end of this Schedule 11.3 is an addendum containing the Company’s cash flow projections through March 31, 2022. If the Company’s Actual Burn Rate during the Burn Rate Period exceeds its Projected Burn Rate for the same period (i.e., if the Company’s financial performance is worse than projected), then each of the Minimum Interest multiples set forth in the table in part (a) of this Schedule 11.3 will increase, automatically and without notice from Lender, by 0.01 times the Amount Advanced for each month occurring in whole or in part during the Burn Rate Period.

For example, if the Company completed a Qualified Financing during August 2021, then (i) each of the Minimum Interest multiples set forth in the table in part (a) of this Schedule 11.3 would increase by 0.03 times the Amount Advanced (i.e., a 0.01x increase for each of June, July, and August) if the Actual Burn Rate exceeded the Projected Burn Rate for the Burn Rate Period, and (ii) there would be no increase to the Minimum Interest multiples pursuant to this part (c) if the Actual Burn Rate was less than the Projected Burn Rate for the Burn Rate Period.

For purposes of this Schedule 11.3, the following terms have the meanings set forth below:

“Actual Burn Rate” means the Company’s actual operating losses during the Burn Rate Period after payment to Lender of the monthly payments required by Section 2.3(b) of the Agreement.

“Burn Rate Period” means the period beginning June 2021 and ending on the earlier of (i) March 31, 2022 and (ii) the date on which the Company completes a Qualified Financing. The “Burn Rate Period” includes the partial month during which the Company completes the Qualified Financing.

“Projected Burn Rate” means the amount of the Company’s projected operating losses set forth under the row titled “Net Cash Burn” of the addendum attached to the end of this Schedule 11.3 for the Burn Rate Period.

“Qualified Financing” means a sale of equity securities of the Company that results in the Company receiving at least $10,000,000 in gross proceeds at the closing.

Addendum to Schedule 11.3

Projected Net Cash Burn Rate

See attached.

NowRx
Cash Flow Projections
4-15-2021	2021																								2022
	Forecast																								Forecast
	Jan		Feb		Mar		Apr		May		Jun		July		Aug		Sep		Oct		Nov		Dec		Jan		Feb		Mar
Pharmacy Sales
MTNV	680,000		707,200		735,488		764,908		795,504		827,324		860,417		894,834		930,627		967,852		1,006,566		1,046,829		1,088,702		1,132,250		1,177,540
SJCE	240,000		249,600		259,584		269,967		280,766		291,997		303,677		315,824		328,457		341,595		355,259		369,469		384,248		399,618		415,602
IRVN	250,000		260,000		270,400		281,216		292,465		304,163		316,330		328,983		342,142		355,828		370,061		384,864		400,258		416,268		432,919
BURL	185,000		192,400		200,096		208,100		216,424		225,081		234,084		243,447		253,185		263,313		273,845		284,799		296,191		308,039		320,360
Total Existing Locations	1,355,000		1,409,200		1,465,568		1,524,191		1,585,158		1,648,565		1,714,507		1,783,088		1,854,411		1,928,588		2,005,731		2,085,960		2,169,399		2,256,175		2,346,422
Phoenix/Mesa	25,000		35,000		50,000		55,000		60,500		66,550		73,205		80,526		88,578		97,436		107,179		117,897		129,687		142,656		156,921
Pleasanton	1,000		5,000		15,000		25,000		35,000		50,000		70,000		77,000		84,700		93,170		102,487		112,736		124,009		136,410		150,051
Hayward	0		0		5,000		15,000		25,000		35,000		50,000		70,000		77,000		84,700		93,170		102,487		112,736		124,009		136,410
Van Nuys	0		0		5,000		15,000		25,000		35,000		50,000		70,000		77,000		84,700		93,170		102,487		112,736		124,009		136,410
Total New Locations	26,000		40,000		75,000		110,000		145,500		186,550		243,205		297,526		327,278		360,006		396,006		435,607		479,168		527,085		579,793
Total Sales	1,381,000		1,449,200		1,540,568		1,634,191		1,730,658		1,835,115		1,957,712		2,080,613		2,181,689		2,288,593		2,401,737		2,521,567		2,648,566		2,783,259		2,926,215
Pharmacy COGS
Gross Profit	207,150		188,396		200,274		212,445		224,986		238,565		274,080		291,286		305,436		320,403		336,243		378,235		397,285		417,489		438,932
Pharmacy Operating Expenses
Total Pharmacy Operating Expenses	489,000		495,224		501,356		512,385		538,303		541,167		580,353		564,225		577,733		626,790		600,952		606,790		611,773		618,044		623,388
Pharmacy Operations Profit (Loss)
MTNV	(17,000	)	(28,288	)	(25,742	)	(22,947	)	(19,888	)	(18,615	)	(9,895	)	(8,948	)	(7,445	)	(6,291	)	(5,033	)	5,234		6,532		6,793		8,243
SJCE	(34,000	)	(37,552	)	(36,254	)	(39,904	)	(38,500	)	(42,040	)	(37,485	)	(35,785	)	(39,016	)	(37,177	)	(35,264	)	(29,580	)	(27,363	)	(25,057	)	(22,660	)
IRVN	(32,500	)	(36,200	)	(34,848	)	(38,442	)	(36,980	)	(40,459	)	(35,714	)	(33,942	)	(37,100	)	(35,184	)	(33,191	)	(27,270	)	(24,961	)	(22,560	)	(20,062	)
BURL	(32,250	)	(39,988	)	(38,988	)	(37,947	)	(36,865	)	(40,739	)	(37,228	)	(35,917	)	(34,554	)	(38,136	)	(36,662	)	(32,280	)	(30,571	)	(28,794	)	(26,946	)
SPEC
Phoenix/Mesa	(46,250	)	(45,450	)	(48,500	)	(47,850	)	(47,135	)	(46,349	)	(44,751	)	(48,726	)	(47,599	)	(46,359	)	(44,995	)	(42,315	)	(40,547	)	(38,602	)	(36,462	)
Pleasanton	(49,850	)	(49,350	)	(48,050	)	(46,750	)	(45,450	)	(43,500	)	(40,200	)	(39,220	)	(38,142	)	(36,956	)	(35,652	)	(33,090	)	(31,399	)	(29,538	)	(27,492	)
Hayward	(30,000	)	(35,000	)	(34,350	)	(33,050	)	(36,750	)	(35,450	)	(38,000	)	(35,200	)	(34,220	)	(38,142	)	(36,956	)	(34,627	)	(33,090	)	(31,399	)	(29,538	)
Van Nuys	(30,000	)	(35,000	)	(34,350	)	(33,050	)	(36,750	)	(35,450	)	(38,000	)	(35,200	)	(34,220	)	(38,142	)	(36,956	)	(34,627	)	(33,090	)	(31,399	)	(29,538	)
Total Pharmacy Operations Profit (Loss)	(271,850	)	(306,828	)	(301,082	)	(299,940	)	(298,318	)	(302,602	)	(281,273	)	(272,939	)	(272,296	)	(276,387	)	(264,709	)	(228,555	)	(214,488	)	(200,555	)	(184,456	)
Corporate Expenses
G&A	(150,000	)	(155,000	)	(155,000	)	(155,000	)	(155,000	)	(155,000	)	(155,000	)	(155,000	)	(170,000	)	(185,000	)	(200,000	)	(215,000	)	(225,000	)	(225,000	)	(225,000	)
R & D	(175,000	)	(175,000	)	(175,000	)	(175,000	)	(175,000	)	(175,000	)	(175,000	)	(225,000	)	(275,000	)	(325,000	)	(375,000	)	(375,000	)	(375,000	)	(375,000	)	(375,000	)
Sales & Mktg	(176,634	)	(189,134	)	(189,134	)	(189,134	)	(189,134	)	(189,134	)	(189,134	)	(189,134	)	(189,134	)	(198,591	)	(208,520	)	(218,946	)	(229,894	)	(241,388	)	(253,458	)
Other Income/Expenses	35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000
Total Corporate Expenses	536,634		554,134		554,134		554,134		554,134		554,134		554,134		604,134		669,134		743,591		818,520		843,946		864,894		876,388		888,458
Operating Net Income/Loss	(818,484	)	(860,962	)	(855,216	)	(854,074	)	(867,452	)	(856,736	)	(860,407	)	(877,073	)	(941,430	)	(1,049,978	)	(1,083,229	)	(1,072,501	)	(1,079,382	)	(1,076,943	)	(1,072,914	)
Decathlon Payment	(31,073	)	(32,607	)	(34,663	)	(36,769	)	(38,940	)	(41,290	)	(44,049	)	(46,814	)	(49,088	)	(51,493	)	(54,039	)	(56,735	)	(59,593	)	(62,623	)	(65,840	)
Net Cash Burn	(849,557	)	(893,569	)	(889,879	)	(890,844	)	(906,391	)	(898,026	)	(904,456	)	(923,887	)	(990,518	)	(1,101,471	)	(1,137,268	)	(1,129,237	)	(1,138,974	)	(1,139,567	)	(1,138,754	)
Series C Funding															100,000,000
Cash - Ending Balance	8,046,305		7,152,736		6,262,858		5,372,014		4,465,623		3,567,597		2,663,141		101,739,254		100,748,735		99,647,264		98,509,996		97,380,759		96,241,785		95,102,218		93,963,464