LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 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:
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”).
ContractWarrant Agreement • August 7th, 2020 • Spruce Biosciences, Inc. • 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.
◆ 2001 DC STATION ◆ Daly City, California OFFICE LEASE AGREEMENT BETWEEN DC STATION OWNER, LLC, a Delaware limited liability company AS LANDLORD AND SPRUCE BIOSCIENCES, INC., a Delaware corporation AS TENANT DATED AS OF FEBRUARY 13, 2020Office Lease Agreement • August 7th, 2020 • Spruce Biosciences, Inc. • Pharmaceutical preparations • California
LICENSE AGREEMENT by and among SPRUCE BIOSCIENCES, INC. and ELI LILLY and COMPANYLicense Agreement • August 7th, 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”.
October 11, 2017 Camilla Simpson Re: Member of the Board of Directors Dear Camilla:Board Member Agreement • August 7th, 2020 • Spruce Biosciences, Inc. • 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.
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.
