RSU Award. The Company makes this Award of [Number] RSUs to the Grantee on the date noted above (the "Grant Date"). These RSUs are subject to forfeiture and to limits on transferability until they vest, as provided in [[Sections 2, 3 and 4]4]4]]4] of this Agreement and in [Article VI] of the Plan.

RSU Award Severance. Employee’s Awards that accelerate vesting as RSU Award Severance are those time-based restricted stock unit Awards (“RSUs”) set forth in [Schedule A] attached hereto.

Annual LTIP RSU Award. For each fiscal year of the Company, except as otherwise determined by the Committee and set forth in the Applicable Award Agreement, the Annual LTIP RSU Award with respect to each Participant # shall vest as to one-fourth of the shares of Common Stock subject to such Annual LTIP RSU Award on each of the first four anniversaries of the Grant Date, subject to the Participant’s continued employment with the Company through the applicable vesting date (except as may be otherwise provided in the Award Agreement), and # shall have such other terms and conditions as shall be set forth in the applicable Award Agreement approved by the Committee.

Nature of RSU Award. You further acknowledge, understand and agree that:

Forfeiture of RSU Award. Any portion of the RSU Award that does not become vested and payable in shares of Common Stock in accordance with this [Section 1] shall be forfeited on the date of the Participant’s Termination of Service.

​ Special RSU Award. Upon your departure day, 50% of your 2020 Special RSU Award will vest. For the avoidance of doubt, the other fifty percent (50%) of the RSUs granted on ​ will be cancelled as of the Departure Date.

As reflected by your RSU Award Grant Notice (“Grant Notice”) Spruce Biosciences, Inc. (the “Company”) has granted you a RSU Award under the Spruce Biosciences, Inc. 2020 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (this “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.

Other Terms of RSU Awards. Each RSU Award will be granted under the Plan and will be subject to the terms of the Plan, the applicable award agreement and this Policy. Each RSU Award will vest on the 148746438 v11

In accordance with your RSU Award Agreement, the cash award will be credited with interest of 4% compounded quarterly. 4% is the prime rate as reported in the Wall Street Journal on ​. Your cash award will be subject to the applicable terms of the RSU Award Agreement.

An RSU award shall not vest prior to the earlier of # twelve (12) months from the date of grant, and # the date of the annual meeting of stockholders next following the date of grant. Shares of Common Stock in respect of a vested RSU award shall be issued to an Outside Director within thirty (30) days from the vesting of an RSU as provided in an award agreement.