SEPARATION AGREEMENT AND RELEASE

September *, ***2

Lora Coleman

**** ******** ****, *** #****, Dallas, TX 75248

This letter (the “Agreement”) confirms the agreement between you, Lora Coleman (“you” or the “Employee”) and Spruce Holdings, Inc. (the “Company”) regarding the termination of your employment with the Company. 1. Termination Date. Your employment with the Company will terminate on September 9, 2022 (the “Termination Date”).

2. Consideration and Effective Date. You have up to seven (7) days after you receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. The date in which you sign it will be the “Effective Date.” No part of this Agreement will become effective or enforceable until the Effective Date.

3. Salary. On or before the next regularly scheduled payday following the Termination Date, the Company will pay you all of your salary earned through the Termination Date. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement. 4. Benefits. If you are enrolled in the Company’s group health insurance plan, your coverage will end effective the last day of the month in which your Termination Date occurs, subject to any continuation period covered by Paragraph 6 below. Under separate cover, you will receive additional information about your rights, if any, to continue your participation in the Company’s health insurance under the Consolidated Omnibus Budget Reconciliation Act

(“COBRA”).

5. Severance Pay. Although you otherwise would not have been entitled to receive any severance pay from the Company, in consideration for executing this Agreement, the Company will make a lump sum severance payment to you equivalent to two (2) weeks of your current salary two thousand one-hundred twenty dollars ($2,120), less all applicable withholdings, after the Effective Date. 6. COBRA Premiums. You will receive information about your right to continue your group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after the Termination Date. In order to continue your coverage, you must file the required election form. 7. Option. On your start date, the Company granted you an option to purchase shares of its Common Stock (the

“Option”). The Option (along with any subsequent option grants) is exercisable with respect to any amount of shares in which you have vested until three months after the Termination Date. Any unvested shares will expire on the Termination Date, as described in the 2016 Employee Stock Purchase Agreement and any other relevant agreement(s). Instructions to exercise any vested options will be sent to you via email from Carta.com. 8. Release of Claims. The Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the

“Releasees”). The Employee, on their own behalf and on behalf of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:

(a) any and all claims relating to or arising from the Employee’s employment relationship with the Company and the termination of that relationship;

(b) any and all claims relating to, or arising from, the Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to,

i. Title VII of the Civil Rights Act of 1964;

ii. the Civil Rights Act of 1991;

iii. the Rehabilitation Act of 1973;

iv. the Americans with Disabilities Act of 1990;

v. the Equal Pay Act;

vi. the Fair Labor Standards Act;

vii. the Fair Credit Reporting Act;

viii. the Employee Retirement Income Security Act of 1974; ix. the Worker Adjustment and Retraining Notification Act; x. the Family and Medical Leave Act;

xi. the Sarbanes-Oxley Act of 2002;

xii. the Immigration Control and Reform Act;

xiii. the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, the Massachusetts Overtime Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor Act, the Massachusetts Earned Sick Time Law;

xiv. the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, and the New Jersey Diane B. Allen Equal Pay Act;

(e) any and all claims for violation of the federal or any state constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non- withholding or other tax treatment of any of the proceeds received by the Employee as a result of this Agreement; and

(h) any and all claims for attorneys’ fees and costs. The Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or claims for breach of this Agreement. This release does not release claims that cannot be released as a matter of law including claims for unemployment insurance compensation and worker’s compensation benefits. Nothing contained in this Agreement limits the Employee's ability to file a charge or complaint with any federal, state or local governmental agency or commission, including, but not limited to, the U.S. Equal Employment Opportunity Commission (a “Government Agency”).

In addition, nothing contained in this Agreement limits Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including Employee’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Agreement apply to truthful testimony in litigation. Further, nothing in this Agreement shall have the purpose or effect of preventing you from disclosing factual information or discussing conduct that constitutes unlawful discrimination, harassment, sexual harassment, abuse, assault, or other criminal conduct, or retaliation; and nothing in this Agreement prevents you from discussing or disclosing conduct, that you reasonably believed to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as illegal under state, federal, or common law, or that is recognized as against a clear mandate of public policy, where the conduct occurred at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises; provided, however, that you remain subject to the obligation to keep confidential the amount paid in settlement of any claim.

If Employee files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on Employee’s behalf, or if any other third party pursues any claim on Employee’s behalf, Employee waives any right to monetary or other individualized relief (either individually, or as part of any collective or class action); provided that nothing in this Agreement limits any right Employee may have to receive a whistleblower award or bounty for information provided to a Government Agency. 9. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law. 10. Other Agreements. At all times in the future, you will remain bound by your Proprietary Information, Inventions Assignment (PIIA), Non-Compete, Non-Solicitation, Non-Disparagement Agreement with the Company, which you were required to sign as a condition of your employment with Spruce. A copy of the PIIA which is available to you under the Documents section of your Rippling profile. This Agreement renders null and void all other prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company. 11. Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company. While you would not otherwise be entitled to do so, conditional upon signature of this Agreement you may retain your laptop (excluding any data belonging to Spruce), monitor(s), keyboard, and mouse. See enclosed documentation for instructions on retaining this hardware. 12. Confidentiality of Agreement. You agree that you will not disclose to others the existence or terms of this Agreement, except that you may disclose such information to Government Agencies or to your spouse, attorney or tax adviser if such individuals agree that they will not disclose to others the existence or terms of this Agreement, to the extent allowed under the law.

13. Employee Acknowledgments. By signing this Agreement, Employee acknowledges that (i) Employee has reported to the Company all work-related injuries and occupational illnesses you incurred during employment with the Company;

(ii) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition or military service and Employee has not experienced any improper treatment, conduct or actions due to a request for or taking such leave; (iii) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Releasee; (iv) Employee has reported any pending judicial or administrative complaints, claims, or actions filed against the Company or any other Releasees; and (v) Employee does not have and have not asserted a claim of sexual assault, sexual harassment, unlawful workplace harassment, discrimination, failure to prevent an act of workplace harassment or discrimination, or act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in court, before an administrative action, or through an internal complaint process against Employer or any released party.

14. No Disparagement. You agree that you will never make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law. The confidentiality and non-disparagement obligations in this Agreement do not prevent you from exercising the right to (1) communicate with a law enforcement officer acting within the line and scope of the officer’s law enforcement duties that a violation of the law has occurred or is occurring; (2) communicate with a government regulator acting within the line and scope of the regulator's regulatory duties that a violation of the law has occurred or is occurring; (3) respond to a lawfully served judicial, grand jury, or other lawful subpoena; (4) testify in a judicial or administrative proceeding in response to a lawfully served subpoena or an order of a court of competent jurisdiction;

(5) confer with the obligated party’s attorney for the purpose of obtaining legal advice or representation; (6) respond to lawful discovery in a judicial or administrative action; provided the disparaging statement is either ordered by a court of competent jurisdiction or made in compliance with a protective order entered by the same court; (7) prosecute or defend a civil action between or among parties to a covered contract; provided the party making the disparaging statement attempts to and, if permitted by law, does file the disparaging statement and any related pleading under seal or in compliance with a protective order entered by a court of competent jurisdiction in the civil action; or (8) exercise federally protected statutory rights, including, but not limited to, the exercise of rights under the National Labor Relations Act or the Civil Rights Act of 1964, as amended. 15. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. 16. Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York (other than their choice-of-law provisions).

17. Voluntary Execution of Agreement. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. The parties agree that this Agreement may be executed by original signature or electronic signature. Employee understands and agrees that this Agreement has been executed voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of the Employee's claims against the Company and any of the other Releasees. The Employee acknowledges that:

(a) the Employee has read this Agreement;

(b) the Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or has elected not to retain legal counsel;

(c) the Employee understands the terms and consequences of this Agreement and of the releases it contains; and

(d) the Employee is fully aware of the legal and binding effect of this Agreement. Very truly yours,

Spruce Holdings, Inc.

You have read this Agreement and understand its legal and binding effect. You are acting voluntarily, deliberately, and of your own free will in signing this Agreement.

Spruce Holdings Inc.

By :

Name : Andrew Weisgall

Title : Chief Operating Officer

Lora Coleman

By :

Name : Lora Coleman

Title : Funding Associate I

Contact this candidate