FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • December 30th, 2021 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Spruce Biosciences, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
🌑 ] Shares Spruce Biosciences, Inc. Common Stock, $0.0001 Par Value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
Spruce Biosciences, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of __________Preferred Stock Warrant Agreement • December 30th, 2021 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Spruce Biosciences, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK SPRUCE BIOSCIENCES, INC.Spruce Biosciences, Inc. • February 9th, 2023 • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on [___], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spruce Biosciences, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSpruce Biosciences, Inc. • August 7th, 2020 • Pharmaceutical preparations • California
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 5.4 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.
SPRUCE BIOSCIENCES, INC. INDEMNITY AGREEMENTIndemnity Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2020, is made by and between SPRUCE BIOSCIENCES, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of 9/23/2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SPRUCE BIOSCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LEASE AGREEMENTLease Agreement • December 2nd, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of December, 2022, between 611 GATEWAY CENTER LP, a Delaware limited partnership (“Landlord”), and SPRUCE BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
Spruce Biosciences, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated as of __________Securities Warrant Agreement • December 30th, 2021 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Spruce Biosciences, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SPRUCE BIOSCIENCES, INC., Issuer AND [TRUSTEE], TrusteeIndenture • December 30th, 2021 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
SPRUCE BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 19, 2020Investors’ Rights Agreement • August 7th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 19, 2020, by and among Spruce Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties to this Agreement in accordance with Section 6.9 hereof, each an “Investor” and together the “Investors”).
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • March 14th, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
Spruce Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $21,000,000 on the terms set forth in this agreement (this “Agreement”).
LEASE TERMINATION AGREEMENTOffice Lease Agreement • December 2nd, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
LICENSE AGREEMENT by and among SPRUCE BIOSCIENCES, INC. and ELI LILLY and COMPANYLicense Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”), effective as of the last date executed below (the “Effective Date”), is entered into by and among Spruce Biosciences, Inc., a Delaware corporation with a place of business at 548 Market St., Suite 74598, San Francisco, California, 94104 (“Spruce”), and Eli Lilly and Company, an Indiana corporation with a place of business at Lilly Corporate Center, Indianapolis, Indiana, 46285 (“Lilly”). Spruce and Lilly may be referred to herein individually as a “Party” or collectively as the “Parties”.
SPRUCE BIOSCIENCES, INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • Delaware
As Escrow Agent for both Spruce Biosciences, Inc. (the “Company”) and the undersigned purchaser of stock of the Company (the “Participant”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Stock Option Grant Notice and Stock Option Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:
SPRUCE BIOSCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Michael Huang, MD. (“Executive”) and Spruce Biosciences, Inc. (the “Company”) (together referred to herein as the “Parties”), effective as of May 16, 2017 (the “Effective Date”). This Agreement supersedes in its entirety any other agreement to which the Company is a party with respect to Executive’s employment with the Company, except for the Proprietary Information and Inventions Assignment Agreement between the Company and Executive (the “Confidential Information Agreement”).
FIRST AmendmentLoan and Security Agreement • March 22nd, 2021 • Spruce Biosciences, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 19, 2021, by and between Silicon Valley Bank (“Bank”) and Spruce Biosciences, Inc., a Delaware corporation (“Borrower”), whose address is 2001 Junipero Serra Blvd., Suite 640, Daly City, CA 94014.
RE: Separation AgreementSeparation Agreement • August 7th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Spruce Biosciences, Inc. (the “Company”) is offering to you.
SEPARATION AND Release AgreementSeparation and Release Agreement • March 14th, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations
I, Rosh Dias, understand that my employment with Spruce Biosciences, Inc. (the “Company”) will terminate effective as of March 11, 2022 (the “Separation Date”). As of the Separation Date, I hereby irrevocably resign as Chief Medical Officer of the Company and from any other officer positions I may hold with the Company and any of its subsidiaries.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Loan and Security Agreement • May 11th, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of May, 2022, by and among (a) SILICON VALLEY BANK (“Bank”), (b) SPRUCE BIOSCIENCES, INC., a Delaware corporation (“Borrower”).
CONSULTING AGREEMENT Effective Date: May 6, 2019Consulting Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between Spruce Biosciences, Inc. (“Client”) and Richard Anthony King (“Consultant”).
February 26, 2020 Michael Huang, M.D. Re: Separation Agreement Dear Mike:Spruce Biosciences, Inc. • September 18th, 2020 • Pharmaceutical preparations • California
This letter sets forth the terms of the separation agreement that Spruce Biosciences, Inc. (the “Company”) is offering to aid in your employment transition.
October 11, 2017 Camilla Simpson Re: Member of the Board of Directors Dear Camilla:Spruce Biosciences, Inc. • September 18th, 2020 • Pharmaceutical preparations
This letter confirms our understanding regarding the terms of your service as Member of the Board of Directors (the “Board”) of Spruce Biosciences. Inc., a Delaware corporation (the “Company”) beginning on October 19, 2017. This letter sets forth our understanding regarding such services to be performed in such capacity, and nothing in this letter nor the services rendered hereunder are meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.
SPRUCE BIOSCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Richard A. King (“Executive”) and Spruce Biosciences, Inc. (the “Company”) (together referred to herein as the “Parties”), effective as of October 1, 2019 (the “Effective Date”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and License Agreement • March 16th, 2023 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is entered into as of January 5, 2023 (the “Effective Date”) by and between Spruce Biosciences, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 611 Gateway Boulevard, Suite 740, South San Francisco, CA 94080, USA (“Spruce”), and Kaken Pharmaceutical Co., LTD., a corporation organized and existing under the laws of Japan and having a place of business at 28-8, Honkomagome 2-chome, Bunkyo-ku, Tokyo 113-8650, Japan (“Kaken”). Spruce and Kaken are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2023 • Spruce Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of February 8, 2023, is made by and among Spruce Biosciences, Inc., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
April 6, 2022 Javier B. Szwarcberg, M.D., M.P.H. Re: Amendment to Offer Letter Dear Javier,Letter Agreement • April 8th, 2022 • Spruce Biosciences, Inc. • Pharmaceutical preparations
This letter agreement (this “Amendment”) amends the offer letter dated December 29, 2021 (the “Offer Letter”), between you and Spruce Biosciences, Inc. (the “Company”), as set forth below.
October 11, 2017 Camilla Simpson Re: Member of the Board of Directors Dear Camilla:Spruce Biosciences, Inc. • August 7th, 2020 • Pharmaceutical preparations
This letter confirms our understanding regarding the terms of your service as Member of the Board of Directors (the “Board”) of Spruce Biosciences. Inc., a Delaware corporation (the “Company”) beginning on October 19, 2017. This letter sets forth our understanding regarding such services to be performed in such capacity, and nothing in this letter nor the services rendered hereunder are meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.
