Neptune Wellness Solutions Inc. (Form: F-3, Received: 01/28/2022 17:09:56)

As filed with the Securities and Exchange Commission on January 28, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEPTUNE WELLNESS SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Quebec

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number

(if applicable))

545 Promenade du Centropolis

Suite 100

Laval, Quebec

Canada H7T 0A3

(450) 687-2262

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, New York, NY 10011

(212) 894-8700

(Name, address, and telephone number of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

François Paradis

Osler, Hoskin & Harcourt LLP

1000 De La Gauchetiére Street West

Suite 2100

Montréal, Québec, Canada H3B 4W5

(514) 904-8100

John S. Wirt

General Counsel

c/o Neptune Wellness Solutions Inc.

545 Promenade du Centropolis, Suite 100

Laval, Quebec, Canada H7T 0A3

(450) 687-2262

Thomas M. Rose

Troutman Pepper Hamilton Sanders LLP

401 9th Street, NW, Suite 1000

Washington, DC 20004

United States

Telephone: (757) 687-7715

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after the effective date of this Registration Statement

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Shares	—	—	—	—
Warrants	—	—	—	—
Units	—	—	—	—
Total	$50,000,000	(3)	$50,000,000	US$4,635

(1)

There are being registered under this Registration Statement such indeterminate number of common shares, warrants to purchase common shares, and units (all of the foregoing collectively, the “Securities”) of the Registrant as shall have an aggregate initial offering price of up to US$50,000,000. Any Securities registered by this Registration Statement may be sold separately or as units with other Securities registered under this Registration Statement. Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder also include such indeterminate number of common shares as may be issuable as a result of stock splits, stock dividends or similar transactions.

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

(3)	The proposed maximum initial offering price per Security will be determined, from time to time, by the Registrant in connection with the sale of the Securities under this Registration Statement.

(4)

Pursuant to Rule 457(p) under the Securities Act of 1933, the Registrant previously paid the $4,635 registration fee required in connection with this filing by offsetting the registration fee against the $27,275 of registration fees previously paid by the Registrant in connection with the Registration Statement on Form F-10 of the Registrant (File No. 333-254734) filed with the Securities and Exchange Commission on March 26, 2021, which the Registrant has requested be withdrawn concurrently with the filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

-ii-

PART I

INFORMATION REQUIRED IN PROSPECTUS

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

No securities regulatory authority, including without limitation the SEC or any state securities commission, has expressed an opinion about, or approved or disapproved, these securities and it is a criminal offence to claim otherwise. This prospectus constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

SUBJECT TO COMPLETION, DATED JANUARY 28, 2022

Preliminary Prospectus

LOGO

Neptune Wellness Solutions Inc.

US$50,000,000

Common Shares

Warrants

Units

Neptune Wellness Solutions Inc. (“we”, “us”, “our”, “Neptune” or the “Company”) may offer and issue from time to time common shares (“Common Shares”), warrants (“Warrants”) and units (“Units”) of the Company or any combination thereof (collectively, the “Securities”) up to an aggregate initial offering price of US$50,000,000 (or the equivalent thereof if the Securities are denominated in any other currency or currency unit) during the period that this registration statement (the “Prospectus”), including any amendments hereto, remains effective. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more prospectus supplements (each, a “Prospectus Supplement” and together, the “Prospectus Supplements”).

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Shares, the number of Shares offered, the offering price, and any other terms specific to the Shares being offered, (ii) in the case of Warrants, the offering price, the designation, the number and the terms of the Shares purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise and any other terms specific to the Warrants being offered, and (iii) in the case of Units, the number of Units offered, the offering price of the Units, the number, designation and terms of the Shares and Warrants comprising the Units and any procedures that will result in the adjustment of those numbers and any other specific terms applicable to the offering of Units. Where required by statute, regulation or policy, and where Securities are offered in currencies other than United States dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

All shelf information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds we will receive and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Stock Market (“NASDAQ”) under the symbol “NEPT”. On January 27, 2022 (the last trading day prior to the date of this Prospectus), the closing price of the Common Shares on: (i) the TSX was CAD $0.390; and (ii) the NASDAQ was $0.303. We will apply to have any Common Shares distributed under this Prospectus listed on the TSX and the NASDAQ provided the Common Shares are currently listed or traded on such exchanges. Any listing and admission will be subject to Neptune fulfilling all of the listing requirements of the TSX and the NASDAQ, respectively. Unless otherwise specified in the applicable Prospectus Supplement, any offering of Warrants or Units will be a new issue of Securities with no established trading market and, accordingly, such Securities will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is no market through which the Warrants or Units may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See “Risk Factors”.

Our principal executive offices are located at 545 Promenade du Centropolis, Suite 100, Laval, Québec, Canada, H7T 0A3, Telephone: (450) 687-2262.

We have prepared this Prospectus in accordance with United States disclosure requirements. Our financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and thus may not be comparable to financial statements of United States companies.

Purchasers of the Securities should be aware that the acquisition of the Securities may have tax consequences in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States, or who are resident in Canada may not be described fully herein or in any applicable Prospectus Supplement. Purchasers of the Securities should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that Neptune is incorporated and governed under the laws of the Province of Quebec, Canada, that a number of our officers and directors are residents of countries other than the United States, that some or all of the underwriters, if any, may be residents of a foreign country, and a substantial portion of our assets and some of said persons are located outside the United States.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

Investing in the Securities involves a high degree of risk. Prospective purchasers of the Securities should carefully consider all the information in this Prospectus and in the documents incorporated by reference in this Prospectus. See “Risk Factors” beginning on page 4 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2022.

TABLE OF CONTENTS



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1

PUBLICLY AVAILABLE INFORMATION ON NEPTUNE			2

DOCUMENTS INCORPORATED BY REFERENCE			3

RISK FACTORS			4

MATERIAL CHANGES			5

CAPITALIZATION AND INDEBTEDNESS			5

DESCRIPTION OF SHARE CAPITAL			5

USE OF PROCEEDS			16

PLAN OF DISTRIBUTION			16

DESCRIPTION OF COMMON SHARES			17

DESCRIPTION OF THE WARRANTS			18

DESCRIPTION OF THE UNITS			18

TRADING PRICE AND VOLUME			18

DIVIDENDS			18

DILUTION			19

LEGAL MATTERS			19

EXPENSES OF ISSUANCE AND DISTRIBUTION			19

EXPERTS			20

TRANSFER AGENT			20

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			20

MATERIAL CONTRACTS			20

EXCHANGE CONTROLS			21

CERTAIN INCOME TAX CONSIDERATIONS			21

DOCUMENTS ON DISPLAY			21

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

EXHIBITS

UNDERTAKINGS

SIGNATURES

POWERS OF ATTORNEY

You should rely only on the information contained in or incorporated by reference into this Prospectus or any Prospectus Supplement. References to this “Prospectus” include documents incorporated by reference therein. See “Documents Incorporated by Reference”. The information in or incorporated by reference into this Prospectus is current only as of its date. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to offer these Securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains or incorporates by reference certain information and statements that may constitute forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. federal securities laws, both of which we refer to as forward-looking statements, including, without limitation, statements relating to certain expectations, projections, new or improved product introductions, market expansion efforts, and other information related to our business strategy and future plans. Forward-looking statements can, but may not always, be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “assumes”, “goal”, “likely” and similar references to future periods or the negatives of these words and expressions and by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, the effect of the covid-19 pandemic, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect us, our customers and our industries. Although the Company and management believe that the expectations reflected in such forward-looking statements are reasonable and based on reasonable assumptions and estimates, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statement.

Undue reliance should not be placed on forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those anticipated by the Company and expressed or implied by the forward-looking statements contained or incorporated by reference in this Prospectus. Such statements are based on a number of assumptions and risks that may prove to be incorrect, including, without limitation, assumptions about:

•

our ability to continue as a going concern;

•

the performance of our production facility;

•

our ability to obtain and maintain the required authorizations for our production facility;

•

our ability to maintain customer relationships and demand for our products;

•

the overall business and economic conditions;

•

the potential financial opportunity of our addressable markets;

•

the competitive environment;

•

the protection of our current and future intellectual property rights;

•

our ability to recruit and retain the services of our key personnel;

•

our ability to develop commercially viable products;

•

our ability to pursue new business opportunities such as legal cannabis production;

•

our ability to obtain additional financing on reasonable terms or at all;

•

our ability to integrate our acquisitions and generate synergies; and

- 1 -

•

the impact of new laws and regulations in Canada, the United States or any other jurisdiction where we are currently doing business or intend to do business.

Certain forward-looking statements contained herein and incorporated by reference concerning the cannabis industry and the general expectations of the Company concerning the cannabis industry and the Company’s business and operations are based on estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the cannabis industry involves risks and uncertainties and is subject to change based on various factors.

Many factors could cause our actual results, level of activity, performance, achievements, future events or developments to differ materially from those expressed or implied by forward-looking statements, including, without limitation, the factors discussed under “Risk Factors”.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those expressly or impliedly expected or estimated in such statements. Shareholders and investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. Although the Company cautions that the foregoing list of risk factors, as well as those risk factors presented under the heading “Risk Factors” and elsewhere in this Prospectus, are not exhaustive, shareholders and investors should carefully consider them and the uncertainties they represent and the risks they entail. The forward-looking statements contained in this Prospectus are expressly qualified in their entirety by this cautionary statement. Unless otherwise indicated, forward-looking statements in this Prospectus describe our expectations as of the date of this Prospectus and, accordingly, are subject to change after such date. We do not undertake to update or revise any forward-looking statements for any reason, except as required by applicable securities laws.

PUBLICLY AVAILABLE INFORMATION ON NEPTUNE

We file reports and other information with the securities commissions and similar regulatory authorities in the provinces of Canada (collectively, the “Commissions”). These reports and information are available to the public free of charge on SEDAR at www.sedar.com.

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), relating to foreign private issuers and applicable Canadian securities legislation and, in accordance therewith, file reports and other information with the SEC and securities regulatory authorities in Canada. As of September 30, 2021 (the last business day of the Company’s most recent second fiscal quarter), the Company no longer met the definition of a foreign private issuer. Accordingly, the Company will be required to commence filing reports with the SEC as a U.S. domestic issuer, effective April 1, 2022, and will comply with all periodic disclosures and reporting requirements of the U.S. Exchange Act applicable to U.S. domestic issuers including the requirement to transition from IFRS to US GAAP for the year ended March 31, 2022. The Company may also be required to modify certain of our policies to comply with governance practices associated with U.S. domestic issuers.

Investors may read and download documents we have filed with the SEC’s Electronic Data Gathering and Retrieval system at www.sec.gov.

Readers should rely only on information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. We have not authorized anyone to provide the reader with different information. We are not making an offer of the Securities in any jurisdiction where the offer is not permitted. Readers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus and the documents incorporated herein by reference are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

- 2 -

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the Commissions and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge upon written or oral request from our Corporate Secretary at 545 Promenade du Centropolis, Suite 100, Laval, Québec, Canada, H7T 0A3 (telephone (450) 687-2262). Copies of these documents are also available through the Internet on the System for Electronic Document Analysis and Retrieval, which can be accessed online at www.sedar.com and on the SEC’s Electronic Data Gathering and Retrieval System, which can be accessed online at www.sec.gov and at our website at www.neptunewellness.com.

The following documents, which we filed or furnished with the Commissions and the SEC, as applicable, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a)

Our Annual Report on Form 40-F dated July 15, 2021 for the year ended March 31, 2021 (the “Form 40-F”) filed with the SEC on July 16, 2021;

(b)

the unaudited condensed consolidated interim financial statements of the Company for the three-month and six-month periods ended September 30, 2021 and 2020, together with the notes thereto, with the exception of the following disclosure on the cover page “The condensed interim consolidated financial statements of the Corporation for the period ended September 30, 2021 have not been reviewed by an independent auditor” (the “Q2 Financial Statements”), included as Exhibit 99.2 to the Form 6-K furnished to the SEC on November 15, 2021;

(c)

the management’s discussion and analysis of the Company for the three-month and six-month periods ended September 30, 2021 and 2020 (the “Q2 MD&A”), included as Exhibit 99.1 to the Form 6-K furnished to the SEC on November 15, 2021;

(d)

the management information circular of the Company dated July 30, 2021 prepared in connection with the Company’s annual and special meeting of shareholders held on August 26, 2021, included as Exhibit 99.2 to the Form 6-K furnished to the SEC on August 2, 2021;

(e)

the Notices of Change of Auditor of the Company dated September 23, 2021 and October 22, 2021, which were included as Exhibit 99.1 and 99.2, respectively, to the Form 6-K furnished to the SEC on November 4, 2021; and

(f)

the Form 6-K furnished to the SEC on January 28, 2022.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the U.S. Exchange Act, and any document of the type referred to in the preceding paragraph, subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities offered by this Prospectus are incorporated by reference into this Prospectus and form part of this Prospectus from the date of filing or furnishing of these documents. We may incorporate by reference into this Prospectus any Form 6-K that is submitted to the SEC after the date of the filing of the registration statement of which this Prospectus forms a part and before the date of termination of this offering. Any such Form 6-K that we intend to so incorporate shall state in such form that it is being incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to us and the readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated herein by reference.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding

- 3 -

statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

RISK FACTORS

Prospective investors in a particular offering of Securities should carefully consider the risks presented in this Prospectus, as well as the information and risk factors contained in the Prospectus Supplement relating to that offering and any and all other information incorporated by reference in this Prospectus. Discussions of certain risks affecting the Company are generally provided and described in, among other documents, the Company’s annual and interim reports filed from time to time, which are incorporated by reference into this Prospectus and include the Company’s annual information form, annual management’s discussion and analysis and interim management’s discussion and analysis. In particular, see the “Risk Factors” heading in the Company’s latest annual information form and interim or annual management’s discussion and analysis, as the case may be.

An investment in the Securities offered hereunder is speculative and involves a high degree of risk. The risks and uncertainties described or incorporated by reference herein are not the only ones the Company may face. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also become important factors that affect the Company and its business. If any such risks actually occur, the Company’s business, financial condition and results of operations could be materially adversely affected.

In addition to the risks set out in the latest annual information form in our Form 40-F, the Q2 MD&A and the other risk factors presented in a Prospectus Supplement or other reports that may, from time to time, be incorporated by reference into this Prospectus, prospective investors should also carefully consider the risks set out below.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional Common Shares or other securities convertible into or exchangeable for Common Shares at prices that may not be the same as the price per share paid by any investor in an offering in a subsequent Prospectus Supplement. We may sell shares or other securities in any other offering at a price per share that is less than the price per share or other security paid by any investor in an offering in a subsequent Prospectus Supplement, and investors purchasing shares or other securities in the future could have rights superior to you. The price per share at which we sell additional Common Shares or securities convertible or exchangeable into Common Shares, in future transactions may be higher or lower than the price per share paid by any investor in an offering under a subsequent Prospectus Supplement.

There can be no assurance as to the liquidity of the trading market for certain Securities or that a trading market for certain Securities will develop.

With the exception of certain warrants previously issued by us and listed on the TSX, there is no public market for our warrants, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of Warrants. If these securities are traded after their initial issue, they may trade at a discount from their initial offering prices depending on the market for similar securities, prevailing interest rates and other factors, including general economic conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for any Warrants or that a trading market for these securities will develop.

There will be no market for the Units.

We have not applied and do not intend to apply to list the Units on any securities exchange. There will be no market through which Units may be sold and purchasers may not be able to resell Units purchased in any offering. If the Units are traded after their initial issue, they may trade at a discount from their initial offering prices depending on the market conditions, prevailing interest rates and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the Units or that a trading market for such Units will develop.

- 4 -

MATERIAL CHANGES

Except as otherwise disclosed in this Prospectus there have been no material changes to our operations that have occurred since March 31, 2021, and that have not been described in a report on Form 6-K furnished under the U.S. Exchange Act and incorporated by reference into this Prospectus.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization and indebtedness as of September 30, 2021. This table should be read in conjunction with our unaudited interim condensed consolidated financial statements as at September 30, 2021 and for the three-month and six-month periods ended September 30, 2021, which are incorporated by reference into this Prospectus.


	As at September 30, 2021
Liabilities
Trade and other payables	$	19,703,213
Other current liabilities		2,883,449

Total current liabilities		22,586,662
Lease liabilities		3,283,008
Liability related to warrants		1,213,684
Loans and borrowings		14,816,376
Other liability		1,084,140

Total non-current liabilities		20,397,208
Equity
Share Capital		386,587,392
Warrants		23,952,883
Contributed surplus		70,389,769
Accumulated other comprehensive income		944,321
Deficit		(364,614,598	)

Total equity attributable to equity holders of the Corporation		117,259,767
Non-controlling interest		24,600,866

Total liabilities and equity		184,844,503

There have been no material changes in our share capital and loans and borrowings, on a consolidated basis, since the date of our unaudited interim condensed consolidated financial statements as at September 30, 2021 and for the three-month and six-month periods ended September 30, 2021, which are incorporated by reference in the Prospectus.

DESCRIPTION OF SHARE CAPITAL

The authorized share capital of the Corporation is comprised of an unlimited number of Common Shares and an unlimited number of preferred shares (“Preferred Shares”), issuable in one or more series. In accordance with our articles of incorporation, we created the “Series A Preferred Shares”, which are non-voting shares.

As at September 30, 2021, there were a total of (i) 167,269,729 Common Shares and no Preferred Shares issued and outstanding, (ii) options to purchase 20,570,225 Common Shares issued and outstanding, (iii) deferred share units which settle in 41,960 Common Shares issued and outstanding, (iv) restricted share units which settle in 849,994 Common Shares issued and outstanding and (v) warrants to purchase 23,582,401 Common Shares issued and outstanding.

- 5 -

See “Description of Common Shares,” “Description of Warrants,” and “Description of Units” for a description of the general terms that will apply to any Securities issued pursuant to this Prospectus. The Securities to be issued in connection with any Offering hereunder will be authorized by our Board at such time as the Board determines to conduct an Offering hereunder.

History of Share Capital

The following is a summary of our share capital for the three years preceding the date of this Prospectus.

On May 1, 2019, we issued 750,000 common shares to Investissement Québec (“IQ”) in connection with the exercise of a warrant to purchase common shares issued to IQ in connection with a loan to Neptune in 2013.

On May 22, 2019, we issued 600,000 common shares to Henri Harland as settlement of a claim brought by Mr. Harland.

On July 17, 2019, we issued an aggregate of 9,415,910 common shares to investors for gross proceeds to the Company of US$41.4 million.

On July 24, 2019, we issued 1,587,301 shares in connection with our acquisition of substantially all of the assets of Sugarleaf Labs, Inc.

From March 2020 through February 2021, we issued an aggregate of 9,570,735 common shares pursuant to an “at-the-market” equity program with Jefferies, LLC as sales agent, for approximately U$18.6 million in gross proceeds.

On July 15, 2020, we issued an aggregate of 4,773,584 common shares to investors for gross proceeds to the Company of U$12.65 million.

On October 22, 2020, we issued an aggregate of 16,203,700 common shares and warrants to purchase 10,532,401 common shares, each warrant having at an exercise price of US$2.25, for approximately US$35 million in gross proceeds.

On February 10, 2021, we issued an aggregate of 6,741,573 common shares as partial consideration in connection with our acquisition of 50.1% of the fully-diluted equity of Sprout Foods, Inc.

On February 19, 2021, we issued an aggregate of 27,500,000 common shares and warrants to purchase 6,875,000 common shares, each warrant having an exercise price of US$2.25, for approximately US$55 million in gross proceeds.

We have granted options to purchase our common shares and other equity interests to certain of our directors, executive officers and employees from time to time. See “Publicly Available Information on Neptune.”

MEMORANDUM AND ARTICLES OF ASSOCIATION

Bylaws and Articles of Association

We were incorporated, in Canada, under Part IA of the Companies Act (Quebec) (the “Companies Act”). The Company’s Articles of Incorporation as amended, which we refer to as our articles of incorporation, are on file with the Quebec Enterprise Registrar under the Quebec Enterprise Number 1148070734. Our articles of incorporation do not include a stated purpose and do not place any restrictions on the business that the Company carries on.

- 6 -

Directors

(a) Power to vote where material interest. Directors must not have any material interest in any organization carrying on business with the Company, except as permitted by applicable laws. Under the Civil Code of Quebec, to which the Company is subject as a legal person incorporated under the Companies Act (Quebec), a director of the Company must immediately disclose to the Board of Company any situation that may place him in a conflict of interest. Any such declaration of interest is recorded in the minutes of proceeding of the Board of Directors of the Company. The director abstains, except if required, from the discussion and voting on the question. In addition, it is the policy of the Company that an interested director recuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest.

(b) Power to vote on compensation in absence of independent quorum. Neither the Company’s articles nor its bylaws contain provisions with respect to directors’ power, in the absence of an independent quorum, to determine their remuneration.

(c) Borrowing powers. Subject to any restriction which may from time to time be included in the Company’s articles, by-laws, or Unanimous Shareholders’ Agreement, and without limiting the powers granted to the Company under the Company’s Act (Quebec), the directors of the Company are authorized at all times: i) to borrow money on the Company’s credit for amounts and upon conditions as may be deemed appropriate by obtaining loans or advances; ii) to issue bonds or other securities of the Company; iii) to pledge or sell such bonds or other securities for money at a price that is deemed appropriate; iv) to hypothecate, pledge or otherwise guarantee all or a portion of the Company’s real property, movable or immoveable, its business, its rights, present or future, or any borrowed sum or any other obligation or undertaking, present or future, of the Company; v) to delegate to certain directors or officers of the Company all or a part of the powers listed above, to the extent and in the manner determined by the directors.

(d) Retirement and age limit for directors. Neither the Company’s articles nor its by-laws contain any provision with respect to the retirement of directors under an age limit requirement.

(e) Number of shares (if any) required for director’s qualification. Neither the Company’s articles nor its by-laws contain any provision with respect to the number of shares, if any, required for the qualification of directors.

Share Rights

See the discussion in the section of this prospectus entitled “Description of Share Capital” for a summary of our authorized capital and the rights attached to our common shares.

Action Necessary to Change Rights of Shareholders

In order to change the rights of our shareholders, we would need to amend our articles of incorporation to effect the change. Such amendment would require the approval of holders of two-third of the shares cast at a duly called special meeting. For certain amendments such as those creating of a class of preferred shares, a shareholder is entitled to dissent in respect of such resolution amending our articles and, if the resolution is adopted and the Company implements such changes, demand payment of the fair value of its shares. These conditions are those required by law under the Company’s Act (Québec).

Meetings of Shareholders

An annual meeting of shareholders is held each year for the purpose of considering the financial statements and reports, electing directors, appointing auditors and for the transaction of other business as may be brought before the meeting. The board of directors has the power to call a special meeting of shareholders at any time.

Notice of the time and place of each meeting of shareholders must be given not less than 21 days, nor more than 60 days, before the date of each meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting.

- 7 -

Notice of meeting of shareholders called for any other purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, must state the nature of the business in sufficient detail to permit the shareholder to form a reasoned judgment on and must state the text of any special resolution or by-law to be submitted to the meeting.

The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Company and the auditor of the Company. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct how the meeting may be held, including who may attend the meeting.

Limitations on Right to Own Securities

The Investment Canada Act requires “non-Canadian” (as defined in the Investment Canada Act) (Canada) individuals, governments, corporations and other entities who wish to acquire control of a “Canadian business” (as defined in the Investment Canada Act (Canada)) to file either an application for review (when certain asset value thresholds are met) or a post closing notification with the Director of Investments appointed under the Investment Canada Act (Canada), unless a specific exemption applies. The Investment Canada Act (Canada) requires that, when an acquisition of control of a Canadian business by a “non-Canadian” is subject to review, it must be approved by the Minister responsible for the Investment Canada Act (Canada) on the basis that the Minister is satisfied that the acquisition is “likely to be of net benefit to Canada”, having regard to criteria set forth in the Investment Canada Act (Canada).

Provisions that would have an Effect of Delaying, Deferring or Preventing Change of Control

None.

Ownership Threshold

None, other than thresholds required by law.

Differences in Corporate Law

We are governed by the QBCA which is generally similar to laws applicable to United States corporations. Significant differences between the QBCA and the Delaware General Corporation Law, or DGCL, which governs companies incorporated in the State of Delaware, include the differences summarized below. This summary is not an exhaustive review of the two statutes, and reference should be made to the full text of both statutes for particulars of the differences.


*Number and Election of Directors*

Delaware		Quebec

Under the DGCL, the board of directors must consist of at least one number. The number of directors shall be fixed by the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall only be made by an amendment of the certificate of incorporation. Under the DGCL, directors are elected at annual stockholder meetings by plurality vote of the stockholders, unless a shareholder-adopted bylaw prescribes a different required vote.		Under the QBCA, the board of directors of a corporation must consist of at least three members, at least two of whom must not be officers or employees of the corporation or an affiliate of the corporation, so long as the corporation remains a “reporting issuer” for purposes of the QBCA, which includes a corporation that has made a distribution of securities to the public. Under the QBCA, directors are elected by the shareholders, in the manner and for the term, not exceeding three years, set out in the corporation’s bylaws. Our bylaws provide that our directors are elected at each annual meeting of shareholders at which such an election is required.

- 8 -


*Removal of Directors*
Delaware		Quebec
Under the DGCL, any or all directors may be removed with or without cause by the holders of a majority of shares entitled to vote at an election of directors unless the certificate of incorporation otherwise provides or in certain other circumstances if the corporation has cumulative voting.		Under the QBCA, unless the articles of a corporation provide for cumulative voting (which is not the case for us), shareholders of the corporation may, by resolution passed by a majority of the vote cast thereon at a special meeting of shareholders, remove any or all directors from office and may elect any qualified person to fill the resulting vacancy.
*Vacancies on the Board of Directors*
Delaware		Quebec
Under the DGCL, vacancies and newly created directorships resulting from an increase in the authorized number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.		Under the QBCA, vacancies that exist on the board of directors may generally be filled by the board if the remaining directors constitute a quorum. In the absence of a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy.
*Board of Director Quorum and Vote Requirements*
Delaware		Quebec
Under the DGCL, a majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate or bylaws require a greater number. The bylaws may lower the number required for a quorum to one-third the number of directors, but no less. Under the DGCL, the board of directors may take action by the majority vote of the directors present at a meeting at which a quorum is present unless the certificate of incorporation or bylaws require a greater vote.		Under the QBCA, subject to the corporation’s bylaws, a majority of the directors in office constitutes a quorum at any meeting of the board. Our bylaws also provide that a majority of the directors in office constitutes a quorum at any meeting of the board. Under the QBCA, a quorum of directors may exercise all the powers of the directors despite any vacancy on the board.
*Transactions with Directors and Officers*
Delaware		Quebec
The DGCL generally provides that no transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if (i) the material facts as to the director’s or officer’s interest and as to the transaction are known to the board of directors or the committee, and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum (ii) the material facts as to the director’s or officer’s interest and as to the transaction are disclosed or are known to the stockholders entitled to vote thereon, and the transaction is specifically approved in good faith by vote of the stockholders; or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.		Under the QBCA, every director or officer of a corporation must disclose the nature and value of any interest he or she has in a contract or transaction to which the corporation is a party. For the purposes of this rule, “interest” means any financial stake in a contract or transaction that may reasonably be considered likely to influence decision-making. Furthermore, a proposed contract or a proposed transaction, including related negotiations, is considered a contract or transaction. In addition, a director or an officer must disclose any contract or transaction to which the corporation and any of the following are a party: (i) an associate of the director or officer; (ii) a group of which the director or officer is a director or officer; or (iii) a group in which the director or officer or an associate of the director or officer has an interest. Such disclosure is required even for a contract or transaction that does not require approval by the board of directors. If a director is required to disclose his or her interest in a contract or transaction, such director is not allowed to vote on any resolution to approve, amend or terminate the contract or transaction or be present during deliberations

- 9 -


		concerning the approval, amendment or termination of such contract or transaction, unless the contract or transaction (i) relates primarily to the remuneration of the director or an associate of the director as a director, officer, employee or mandatory of the corporation or an affiliate of the corporation, (ii) is for indemnity or liability insurance under the QBCA, or (iii) is with an affiliate of the corporation, and the sole interest of the director is as a director or officer of the affiliate.
		If a director or officer does not disclose his or her interest in accordance with the QBCA, or (in the case of a director) votes in respect of a resolution on a contract or transaction in which he or she is nterested contrary to the QBCA, the corporation or a shareholder may ask the court to declare the contract or transaction null and to require the director or officer to account to the corporation for any profit or gain realized on it by the director or officer or the associates of the director or officer, and to remit the profit or gain to the corporation, according to the conditions the court considers appropriate. However, the contract or transaction may not be declared null if it was approved by the board of directors and the contract or transaction was in the interest of the corporation when it was approved, nor may the director or officer concerned, in such a case, be required to account for any profit or gain realized or to remit the profit or gain to the corporation. In addition, the contract or transaction may not be declared null if it was approved by ordinary resolution by the shareholders entitled to vote who do not have an interest in the contract or transaction, the required disclosure was made to the shareholders and the contract or transaction was in the best interests of the corporation when it was approved, and if the director or officer acted honestly and in good faith, he or she may not be required to account for the profit or gain realized and to remit the profit or gain to the corporation.
*Limitation on Liability of Directors*
Delaware		Quebec
The DGCL permits indemnification for derivative suits only for expenses (including legal fees) and only if the person is not found liable, unless a court determines the person is fairly and reasonably entitled to the indemnification.		Under the QBCA, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity of another group (who is referred to in this document as an indemnifiable person) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnifiable person on the exercise of the person’s functions or arising from any investigative or other proceeding in which the person is involved if:

		• the person acted honestly and loyalty in the interest of the corporation or other group, and

- 10 -


		• in the case of a proceeding enforceable by a monetary penalty, the person had reasonable grounds for believing the person’s conduct was lawful. An indemnifiable person is also entitled to indemnity for reasonable defense costs and expenses if the person fulfills the above-mentioned requirements and was not judged to have committed any fault or omitted to do anything the person ought to have done. In the case of a derivative action, indemnity may be made only with court approval.
*Call and Notice of Stockholder Meetings*
Delaware		Quebec
Under the DGCL, an annual or special stockholder meeting is held on such date, at such time and at such place as may be designated by the board of directors or any other person authorized to call such meeting under the corporation’s certificate of incorporation or bylaws. If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the later of the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.		Under the QBCA, an annual meeting of shareholders must be held no later than fifteen months after holding the last preceding annual meeting. Under the QBCA, the directors of a corporation may call a special meeting at any time. In addition, holders of not less than 10 percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders.
*Stockholder Action by Written Consent*
Delaware		Quebec
Under the DGCL, a majority of the stockholders of a corporation may act by written consent without a meeting unless such action is prohibited by the corporation’s certificate of incorporation.		Under the QBCA, a written resolution signed by all the shareholders of a corporation who would have been entitled to vote on the resolution at a meeting is effective to approve the resolution.
*Stockholder Nominations and Proposals*
Delaware		Quebec
Not applicable.		Under the QBCA, a shareholder entitled to vote at a shareholders’ meeting may submit a shareholder proposal relating to matters which the shareholder wishes to propose and discuss at an annual shareholders’ meeting and, subject to such shareholder’s compliance with the prescribed time periods and other requirements of the QBCA pertaining to shareholder proposals, the corporation is required to include such proposal in the information circular pertaining to any annual meeting at which it solicits proxies, subject to certain exceptions. Notice of such a proposal must be provided to the corporation at least 90 days before the anniversary date of the notice of meeting for the last annual shareholders’ meeting.

- 11 -


		In addition, the QBCA requires that any shareholder proposal that includes nominations for the election of directors must be signed by one or more holders of shares representing in the aggregate not less than five per cent of the shares or five per cent of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.
*Stockholder Quorum and Vote Requirements*
Delaware		Quebec
Under the DGCL, quorum for a stock corporation is a majority of the shares entitled to vote at the meeting unless the certificate of incorporation or bylaws specify a different quorum, but in no event may a quorum be less than one-third of the shares entitled to vote. Unless the DGCL, certificate of incorporation or bylaws provide for a greater vote, generally the required vote under the DGCL is a majority of the shares present in person or represented by proxy, except for the election of directors which requires a plurality of the votes of the shares present in person or represented by proxy.		Under the QBCA, unless the bylaws otherwise provide, the holders of a majority of the shares of a corporation entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum.
*Amendment of Governing Instrument*
Delaware		Quebec
Amendment of Certificate of Incorporation. Generally, under the DGCL, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the corporation, provided that the certificate of incorporation may provide for a greater vote. Under the DGCL, holders of outstanding shares of a class or series are entitled to vote separately on an amendment to the certificate of incorporation if the amendment would have certain consequences, including changes that adversely affect the rights and preferences of such class or series.		Amendment of Articles. Under the QBCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution. Specified amendments may also require the approval of other classes of shares. If the amendment is of a nature affecting a particular class or series in a manner requiring a separate class or series vote, that class or series is entitled to vote on the amendment whether or not it otherwise carries the right to vote.
Amendment of Bylaws. Under the DGCL, after a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be vested in the stockholders entitled to vote; provided, however, that any corporation nay, in its certificate of incorporation, provide that bylaws may be adopted, amended or repealed by the board of directors. The fact that such power has been conferred upon the board of directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal the bylaws.		Amendment of Bylaws. Under the QBCA, the directors may, by resolution, make, amend or repeal any bylaws that regulates the business or affairs of the corporation. Where the directors make, amend or repeal a bylaw, they are required under the QBCA to submit that action to the shareholders at the next meeting of shareholders and the shareholders may confirm, reject or amend that action by simple majority, or ordinary resolution. If the action is rejected by shareholders, or the directors of a corporation do not submit the action to the shareholders at the next meeting of shareholders, the action will cease to be effective, and no subsequent resolution of the directors to make, amend or repeal a bylaw having substantially the same purpose or effect will he effective until it is confirmed.

- 12 -


*Votes on Mergers, Consolidations and Sales of Assets*
Delaware		Quebec
The DGCL provides that the adoption of a merger agreement requires the approval of a majority of the outstanding stock of the corporation entitled to vote thereon.		Under the QBCA, certain extraordinary corporate actions, such as amalgamations (other than with certain affiliated corporations), continuances and sales, leases or exchanges of the property of a corporation if as a result of such alienation the corporation would be unable to retain a significant part of its business activities, and other extraordinary corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by “special resolution.” A “special resolution” is a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on the resolution. In specified cases, a special resolution to approve the extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.
*Dissenter’s Rights of Appraisal*
Delaware		Quebec
Under the DGCL, a stockholder of a Delaware corporation generally has the right to dissent to a merger or consolidation in which the Delaware corporation is participating, subject to specified procedural requirements, including that such dissenting stockholder does not vote in favor of the merger or consolidation. However, the DGCL does not confer appraisal rights, in certain circumstances, including if the dissenting stockholder owns shares traded on a national securities exchange and will receive publicly traded shares in the merger or consolidation. Under the DGCL, a stockholder asserting appraisal rights does not receive any payment for his or her shares until the court determines the fair value or the parties otherwise agree to a value. The costs of the proceeding may be determined by the court and assessed against the parties as the court deems equitable under the circumstances.		The QBCA provides that shareholders of a corporation are entitled to exercise dissent rights (called “the right to demand the repurchase of shares”) and to be paid the fair value of their shares in connection with specified matters, including: • any amalgamation with another corporation (other than with certain affiliated corporations); • an amendment to the corporation’s articles to add, change or remove any provisions restricting or constraining the transfer of shares; • an amendment to the corporation’s articles to add. change or remove any restriction upon the businesses or businesses that the corporation may carry on; • a continuance under the laws of another jurisdiction; • a sale, lease or exchange of the property of the corporation or of its subsidiaries if, as a result of such alienation, the corporation is unable to retain a significant part of its business activity; • a court order permitting a shareholder to exercise his right to demand the repurchase of his shares in connection with an application to the court for an order approving an arrangement proposed by the corporation; • the carrying out of a going-private transaction; and certain amendments to the articles of a corporation which require a separate class or series vote by a holder of shares of any class or series.

- 13 -


		However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving reorganization or by a court order made in connection with an action for an oppression remedy.
*Oppression Remedy*
Delaware		Quebec
The DGCL does not provide for a similar remedy.		The QBCA provides an oppression remedy (called “rectification of abuse of power or iniquity”) that enables a court to make any order, whether interim or final, to rectify matters that are oppressive or unfairly prejudicial to the interests of any securityholder, director or officer of the corporation if an application is made to a court by an “applicant”. An “applicant” with respect to a corporation means any of the following: • a present or former registered holder or beneficiary of securities of the corporation or any of its affiliates; • a present or former officer or director of the corporation or any of its affiliates; and • any other person who in the discretion of the court has the interest to make the application. The oppression remedy provides the court with very broad and flexible powers to intervene in corporate affairs to protect shareholders and other complainants. While conduct that is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of those legal and equitable rights. Furthermore, the court may order a corporation to pay the interim expenses of an applicant seeking an oppression remedy, but the applicant may be held accountable for interim costs on final disposition of the complaint (as in the case of a derivative action as described in “Shareholder Derivative Actions” below).
*Shareholder Derivative Actions*
Delaware		Quebec
Under the DGCL, stockholders may bring derivative actions on behalf of, and for the benefit of the corporation. The plaintiff in a derivative action on behalf of the corporation either must be or have been a stockholder of the corporation at the time of the transaction or must be a stockholder who became a stockholder by operation of law in the transaction regarding which the stockholder complains. A stockholder may not sue derivatively on behalf of the corporation unless the stockholder first makes demand on the corporation that it bring suit and the demand is refused, unless it is shown that making the demand would have been a futile act.		Under the QBCA, a shareholder of a corporation may apply to a Quebec court for leave to bring an action in the name of, and on behalf of, the corporation or any subsidiary, or to intervene in an existing action to which the corporation or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing an action on behalf of the corporation or its subsidiary. Under the QBCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that: • the shareholder has given the required 14-day notice to the directors of the corporation or the

- 14 -


		subsidiary of the shareholder’s intention to apply to the court if the directors do not bring, diligently prosecute or defend or discontinue the action; • the shareholder is acting in good faith; and • it appears to be in the interests of the corporation or the relevant subsidiary that the action be brought. prosecuted, defended or discontinued. Under the QBCA, the court in a derivative action may make any order it thinks fit. In addition, under the QBCA, a court may order the corporation or its relevant subsidiary to pay the shareholder’s interim costs, including reasonable legal fees and disbursements. Although the shareholder may he held accountable for the interim costs on final disposition of the complaint, the shareholder is not required to give security for costs in a derivative action.
*Anti-Takeover and Ownership Provisions*
Delaware		Quebec
Unless an issuer opts out of the provisions of Section 203 of the DGCL, Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with a holder of 15% or more of the corporation’s voting stock (as defined in Section 203), referred to as an interested stockholder, for a period of three years after the date of the transaction in which the interested stockholder became an interested stockholder, except as otherwise provided in Section 203. For these purposes, the term “business combination” includes mergers, assets sales and other similar transactions with an interested stockholder.		While the QBCA does not contain specific anti- takeover provisions with respect to “business combinations”, rules and policies of certain Canadian securities regulatory authorities, including Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions, or Multilateral Instrument 61-101, contain requirements in connection with, among other things, ‘related party transactions” and “business combinations”, including, among other things, any transaction by which an issuer directly or indirectly engages in the following with a related party: acquires, sells, leases or transfers an asset, acquires the related party, acquires or issues treasury securities, amends the terms of a security if the security is owned by the related party or assumes or becomes subject to a liability or takes certain other actions with respect to debt. The term “related party” includes directors, senior officers and holders of more than 10% of the voting rights attached to all outstanding voting securities of the issuer or holders of a sufficient number of any securities of the issuer to materially affect control of the issuer. Multilateral Instrument 61-101 requires, subject to certain exceptions, the preparation of a formal valuation relating to certain aspects of the transaction and more detailed disclosure in the proxy material sent to security holders in connection with a related party transaction including related to the valuation. Multilateral Instrument 61-101 also requires, subject to certain exceptions, that an issuer not engage in a related party transaction unless the shareholders of the issuer, other than the related parties, approve the transaction by a simple majority of the votes cast.

- 15 -

USE OF PROCEEDS

The net proceeds to be derived from the sale of Securities will be the issue price thereof less any commission paid in connection therewith and the expenses relating to the particular offering of Securities. The net proceeds to us from any offering of Securities, the proposed use of those proceeds and the specific business objectives that we wish to accomplish with such proceeds will be set out in the applicable Prospectus Supplement. There may be circumstances where, on the basis of results obtained or for other sound business reasons, a re-allocation of funds may be necessary or prudent. Accordingly, management of the Company will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Company spends in connection with each intended use of proceeds may vary from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” and any other factors set out in the applicable Prospectus Supplement. We may invest funds which we do not immediately use. Such investments may include short-term marketable investment grade securities.

We may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus. The Company had negative cash flow from operating activities of $73.6 million and $41.1 million for the year ended March 31, 2021 and for the six-month period ended September 30, 2021, respectively. The Company cannot guarantee that positive cash flow from operating activities will be obtained. The Company may continue to have negative cash flow from operating activities until sufficient levels of sales are achieved.

PLAN OF DISTRIBUTION

We may sell the Securities, separately or together, to or through underwriters or dealers purchasing as principals for public offering and sale by them, and also may sell Securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, if any, the purchase price or prices of the Securities and the proceeds we will receive from the sale of the Securities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices including sales in transactions that are deemed to be “at-the-market” distributions, including sales made directly on the TSX, Nasdaq or other existing trading markets for the securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters, if any, have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid to us by the underwriters.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters may over-allot or effect transactions intended to maintain or stabilize the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

- 16 -

DESCRIPTION OF COMMON SHARES AND PREFERRED SHARES

The authorized share capital of the Company is comprised of an unlimited number of Common Shares and an unlimited number of Preferred Shares, issuable in one or more series. As permitted by the by-laws, in accordance with its articles of incorporation, the Company created the “Series A Preferred Shares”, which are non-voting shares.

As of the date of this Prospectus, there were a total of (i) 167,411,245 Common Shares and no Preferred Shares issued and outstanding, (ii) 23,582,401 warrants to purchase Common Shares issued and outstanding, (iii) 17,628,077 options to purchase Common Shares issued and outstanding, (iv) 150,656 deferred share units issued and outstanding, and (v) 927,917 restricted share units issued and outstanding.

Common Shares

Voting Rights

Each Common Share entitles its holder to receive notice of, and to attend and vote at, all annual or special meetings of the shareholders of the Company. Each Common Share entitles its holder to one vote at any meeting of the shareholders, other than meetings at which only the holders of a particular class or series of shares are entitled to vote due to statutory provisions or the specific attributes of this class or series.

Dividends

Subject to the prior rights of the holders of Preferred Shares ranking before the Common Share as to dividends, the holders of Common Shares are entitled to receive dividends as declared by the board of directors of the Company from the Company’s funds that are duly available for the payment of dividends.

Winding-up and Dissolution

In the event of the Company’s voluntary or involuntary winding-up or dissolution, or any other distribution of the Company’s assets among its shareholders for the purposes of winding up its affairs, the holders of Common Shares shall be entitled to receive, after payment by the Company to the holders of Preferred Shares ranking prior to Common Shares regarding the distribution of the Company’s assets in the case of winding-up or dissolution, share for share, the remainder of the property of the Company, with neither preference nor distinction.

The foregoing description of the terms of the Common Shares does not purport to be complete and is subject to and qualified in its entirety by reference to the articles and general by-laws of the Company, each of which is attached hereto as an Exhibit.

Preferred Shares

The Preferred Shares carry no voting rights. Preferred Shares may be issued at any time, in one or more series. The Company’s board of directors has the power to set the number of Preferred Shares and the consideration per share, as well as to determine the provisions attaching to each series of Preferred Shares (including dividends, redemption rights and conversion rights, where applicable). The shares in each series of Preferred Shares rank prior to the Common Shares of the Company with regard to payment of dividends, reimbursement of capital and division of assets in the event of the Company winding-up or dissolution. The holders of Preferred Shares shall not be entitled to receive notice of, or to attend or vote at the meetings of the shareholders, except: (i) in the event of a separate meeting or vote by class or by series as specified by law, (ii) where entitled to vote by class or series on amendments to the attributes attaching to the class or series, or (iii) where applicable, in the event of the Company’s omission to pay the number of periodical dividends, whether consecutive or not, as applicable to any series.

The board of directors of the Company has passed a by-law creating the Series A Preferred Shares. Series A Preferred Shares may be issued only as part of an acquisition by the Company of other companies or material assets. Series A Preferred Shares are non-voting, and entitle holders thereof to a fixed, preferential and non-cumulative annual dividend of 5% of the amount paid for the said shares.

- 17 -

The foregoing description of the terms of the Preferred Shares does not purport to be complete and is subject to and qualified in its entirety by reference to the articles and general by-laws of the Company, each of which is attached hereto as an Exhibit.

DESCRIPTION OF THE WARRANTS

Warrants will typically be offered with Common Shares, with such securities often referred to collectively as a “Unit”, but may be offered separately. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by the Company and a trustee at the time of issuance of the Warrants or will be represented by warrant certificates issued by the Company.

Warrants will entitle the holder thereof to receive Common Shares and/or other Securities upon the exercise thereof and payment of the applicable exercise price. A Warrant will be exercisable for a specific period of time at the end of which time it will expire and cease to be exercisable.

Holders of Warrants are not shareholders of the Company. The particular terms and provisions of Warrants offered by this Prospectus and any applicable Prospectus Supplement will be described in the Prospectus Supplement filed in respect of such Warrants. This description may include, without limitation and as applicable: (i) the title or designation of the Warrants; (ii) the number of Warrants offered; (iii) the number of Common Shares and/or other Securities purchasable upon exercise of the Warrants and the procedures for exercise; (iv) the exercise price of the Warrants; (v) the dates or periods during which the Warrants are exercisable and when they expire; (vi) the designation and terms of any other Securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such Security; and (vii) any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms and whether the Warrants will be listed on a securities exchange.

DESCRIPTION OF THE UNITS

Units are securities consisting of one or more of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically issued such that the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The unit agreement under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or before a specified date.

The particular terms and provisions of Units offered by this Prospectus and any applicable Prospectus Supplement will be described in the Prospectus Supplement filed in respect of such Units. This description may include, without limitation and as applicable: (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; (iii) whether the Units will be issued in fully registered or global form; and (iv) any other material terms and conditions of the Units.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX and NASDAQ under the symbol “NEPT”. Trading price and volume of the Common Shares will be provided in each Prospectus Supplement.

DIVIDENDS

Neptune has never paid any cash dividends on its Common Shares. While the Company is not restricted from paying dividends other than pursuant to certain solvency tests prescribed under the Business Corporations Act (Québec), the Company does not intend to pay dividends on any of its Common Shares in the foreseeable future.

- 18 -

DILUTION

Purchasers of Securities in an offering may suffer immediate and substantial dilution in the net tangible book value per share of Common Shares. Dilution in net tangible book value per share represents the difference between the amount per Share paid by purchasers in an offering and the net tangible book value per share of Common Shares immediately after an offering.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain Canadian and United States legal matters relating to the offering of such Securities will be passed upon for us by Osler, Hoskin & Harcourt LLP as to matters relating to Canadian law and by Troutman Pepper Hamilton Sanders LLP as to matters relating to United States federal securities law. In addition, certain legal matters in connection with any offering of Securities may be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and United States law.

EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of the expenses (all of which are estimated), other than any underwriting discounts and commissions and expenses reimbursed by us, if any, to be incurred in connection with a distribution of an assumed amount of $50,000,000 of Securities under the offering.


SEC registration fees	$	4,635
Nasdaq Listing fees		(1	)
TSX Listing fees		(1	)
Printing Expenses		(1	)
Legal fees and expenses		(1	)
Accountants’ fees and expenses		(1	)
Transfer agent fees and expenses		(1	)
Miscellaneous		(1	)
Total	$	4,635

Notes:

(1)	To be provided by a Prospectus Supplement, or as an exhibit to a Report on Form 6-K that is incorporated by reference into this Prospectus.

- 19 -

EXPERTS

The consolidated financial statements of Neptune as of March 31, 2021 and 2020, and for the years ended March 31, 2021 and 2020, have been incorporated by reference herein and in the registration statement, and include the effects of the adjustment to retrospectively apply the revision to segments as described in Note 24 to the consolidated financial statements. In addition, the consolidated financial statements of Neptune as of March 31, 2020 and 2019, and for the years ended March 31, 2020 and 2019, have been incorporated by reference herein and in the registration statement. Ernst and Young LLP (“EY”), the prior auditors of the Company, audited the consolidated financial statements of fiscal 2021. KPMG LLP (“KPMG”) were appointed auditors of the Company on October 22, 2021 and audited the consolidated financial statements of fiscal 2020 and 2019.

The consolidated financial statements of Neptune as of March 31, 2021 and for the year ended March 31, 2021 appearing in Neptune’s Annual Report on Form 40-F for the year ended March 31, 2021, and the effectiveness of Neptune’s internal control over financial reporting as of March 31, 2021 (excluding the internal control over financial reporting of Sprout Foods), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which as to the report on the effectiveness of Neptune’s internal control over financial reporting contains an explanatory paragraph describing the above-referenced exclusion of Sprout Foods from the scope of such firm’s audit of internal control over financial reporting, and which conclude, among other things, that Neptune did not maintain effective internal control over financial reporting as of March 31, 2021, based on Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) because of the effects of the material weaknesses described therein, included therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

KPMG, an independent registered public accounting firm, audited the consolidated financial statements of Neptune as of March 31, 2020 and for the year ended March 31, 2020, before the effects of the revision described in note 24 referred to above, which consolidated financial statements have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG LLP, solely with respect to the financial statements before the effects of the retrospective adjustment, and upon the authority of said firm as experts in accounting and auditing. KPMG also audited the consolidated financial statements of Neptune as of March 31, 2020 and 2019 and for each of the years in the two year period ended March 31, 2020, for which the audit report refers to a change in the method of accounting for leases, and which consolidated financial statements, have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG and upon the authority of said firm as experts in accounting and auditing.

TRANSFER AGENT

The transfer agent and registrar for the Common Shares in Canada and the United States is Computershare Trust Company of Canada at its offices in Montreal, Québec.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT

LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or person controlling the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

MATERIAL CONTRACTS

Our material contracts are described in the documents incorporated by reference into this prospectus. See “Publicly Available Information on Neptune” above.

- 20 -

EXCHANGE CONTROLS

There are no governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in Canada which may affect the export or import of capital or that may affect the remittance of dividends, interest or other payments to non-resident holders of the Company’s securities. Any remittances of dividends to United States residents, however, are subject to a withholding tax pursuant to the Income Tax Act (Canada) and the Canada-U.S. Income Tax Convention (1980), each as amended. Remittances of interest to U.S. residents entitled to the benefits of such Convention are generally not subject to withholding taxes except in limited circumstances involving participating interest payments. Certain other types of remittances, such as royalties paid to U.S. residents, may be subject to a withholding tax depending on all of the circumstances.

CERTAIN INCOME TAX CONSIDERATIONS

Material income tax consequences relating to the purchase, ownership and disposition of any of the Securities offered by this Prospectus will be set forth in the applicable Prospectus Supplement relating to the offering of those Securities. You are urged to consult your own tax advisors prior to any acquisition of our Securities.

DOCUMENTS ON DISPLAY

Copies of the documents referred to in this Prospectus, or in the registration statement, may be inspected at our registered office at 545 Promenade du Centropolis, Suite 100, Laval, Quebec, Canada H7T 0A3 during normal business hours. Investors may read and download documents we have filed with the SEC’s Electronic Data Gathering and Retrieval system at www.sec.gov.

- 21 -

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under the Business Corporations Act (Québec) (the “QBCA”), a corporation must indemnify a director or officer of the corporation, a former director or officer of the corporation or any other person who acts or acted at the corporation’s request as a director or officer of another group, against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if (1) the person acted with honesty and loyalty in the interest of the corporation or, as the case may be, in the interest of the other group for which the person acted as director or officer or in a similar capacity at the corporation’s request; and (2) in the case of a proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his or her conduct was lawful. The corporation must also advance moneys to such a person for the costs, charges and expenses of a proceeding referred to above. In the event that a court or any other competent authority judges that the conditions set out in (1) and (2) are not fulfilled, the corporation may not indemnify the person and the person must repay to the corporation any moneys advanced for such purposes. Furthermore, the corporation may not indemnify such person if the court determines that the person has committed an intentional or gross fault. In such a case, the person must repay to the corporation any moneys advanced. A corporation may also, with the approval of the court, in respect of an action by or on behalf of the corporation or other group as referred to above, against such a person, advance the necessary moneys to the person or indemnify the person against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfills the conditions set out in this paragraph.

In accordance with and subject to the QBCA, the by-laws of the Registrant provide that the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or a person who acts or acted at the Registrant’s request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs and legal representatives, to the extent permitted by the QBCA, as set forth above.

The Registrant maintains directors’ and officers’ liability insurance which insures the directors and officers of the Registrant and its subsidiaries against certain losses resulting from any wrongful act committed in their official capacities for which they become obligated to pay, to the extent permitted by applicable law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

EXHIBITS

The following exhibits have been filed as part of this registration statement.


Exhibit Number		Description

1.1*		Form of Underwriting Agreement

3.1		Translation of Articles of Incorporation, as amended

3.2		General By-Law

3.3		Advance Notice By-Law

4.1		Specimen Common Share Certificate

4.2*		Form of Subscription Agreement

4.3*		Form of Warrant Agreement

4.4*		Form of Warrant Certificate

4.5*		Form of Unit Agreement

5.1		Opinion of Osler, Hoskin & Harcourt LLP regarding validity of the securities offered

10.1#		Stock Option Plan

10.2#		Equity Incentive Plan

10.3#		Form of Stock Option Agreement

10.4#		Form of Award Agreement

10.5#		Form of Indemnification Agreement between the Registrant and its directors and officers

10.6#		Employment Agreement by and between the Registrant and Michael Cammarata dated July 7, 2019

10.7#†		Letter Agreement by and between the Registrant and Michael Cammarata dated November 14, 2021

10.8#		Interim Services Agreement by and among the Registrant, CSuite Financial Partners and Randy Weaver dated September 23, 2021

10.9#		Employment Agreement by and between the Registrant and John Wirt dated August 10, 2021

10.10		Secured Promissory Note issued by Sprout Foods, Inc. to NH Expansion Credit Fund Holdings LP, dated February 10, 2021

14.1		Code of Ethics

21.1		Subsidiaries of the Registrant

23.1		Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1)

23.2		Consent of KPMG LLP

23.3		Consent of Ernst & Young LLP

24.1*		Powers of Attorney (included on signature page to the registration statement).

*	To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, including any Report of Foreign Private Issuer on Form 6-K, and incorporated herein by reference if necessary or required by the transaction.

#	Management Compensation Arrangement.

†	Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering

described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Quebec, Canada, on January 28, 2022.


NEPTUNE WELLNESS SOLUTIONS INC.

By:		/s/ Randy Weaver
Name:		Randy Weaver
Title:		Interim Chief Financial Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Randy Weaver and John Wirt, or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated, on January 28, 2022.


/s/ Michael Cammarata Michael Cammarata				President and Chief Executive Officer and Director (Principal Executive Officer)

/s/ Randy Weaver Randy Weaver				Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ John M. Moretz John M. Moretz				Director

/s/ Joseph Buaron Joseph Buaron				Director

/s/ Michael de Geus Michael de Geus				Director

/s/ Dr. Ronald Denis Dr. Ronald Denis				Director

/s/ Julie Phillips Julie Phillips				Director

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on January 28, 2022.


NEPTUNE WELLNESS SOLUTIONS INC.

By:		/s/ Randy Weaver
Name:		Randy Weaver
Title:		Interim Chief Financial Officer

Exhibit 3.1

CONSOLIDATED ARTICLES OF INCORPORATION

Business Corporations Act

(CQLR, chap. S-31.1)

NEPTUNE WELLNESS SOLUTIONS INC.

NEPTUNE SOLUTIONS BIEN TRE INC.

Has been constituted on October 9, 1998 (pursuant to Articles of incorporation dated October 9, 1998, and amendments thereto dated May 30, 2000, May 31, 2000, September 25, 2000, May 11, 2001, November 1, 2013, October , 2014 and August 22, 201 ), pursuant to the Business Corporations Act, as indicated in the consolidated articles attached hereto.


		Form 1
		Consolidated Articles of
		incorporation
		Companies Act, L.R.Q., c. C-38
		Part 1A


1. Name

NEPTUNE WELLNESS SOLUTIONS INC. / NEPTUNE SOLUTIONS BIEN-ÊTRE INC.
2. Quebec judicial district of the company head office	3. Precise number or minimum and maximum number of directors	4. Effective date if later than that on which the articles are filed

LAVAL	Min. 3 Max. 10
5. Description of the capital stock

See Schedule 1
6. Restrictions on the transfer of shares, if applicable

N/A
7. Limits on activity, if applicable

N/A
8. Other provisions, if applicable

See Schedule 2

SCHEDULE 1

ARTICLE 1

AUTHORIZED SHARE CAPITAL

The company is authorized to issue the following shares:

an unlimited number of common shares, having the right to vote, without par value (the “common shares”); and,

an unlimited number of preferred shares, without par value, with the possibility of issuance in one or more series (the “preferred shares”).

ARTICLE 2

COMMON SHARES

The rights, privileges, conditions and restrictions accruing to the common shares are as follows:

2.1

Right to vote

The shareholders of common shares have the right to receive notice and attend and vote to all shareholders’ meetings, annual or special, except as otherwise set out herein. Each common share gives its holder the right to one vote to all shareholders’ meetings except to those where the holders of a specific category or series have the sole right to vote by reason of the law or the particular attributes of that category or series.

2.2

Dividends

2.2.1

Subject to the preferred rights of the holders of preferred shares taking rank before the common shares with regards to dividends, the holders of common shares have the right to receive the dividends that the board of directors of the company may declare and pay on the common shares at the time and following the terms that the board of directors of the company determines, from the funds of the company available for such payment of dividends.

2.2.2

Cheques of the company or its agent mandated for that purpose, drawn on a bank designated in Schedule A or B of the Bank Act and payable in any bank branch of that bank in Canada, will be issued with regards to those dividends to holders of common shares having that right. Postage of these cheques will release the company of any and all liability with regards to these dividends not exceeding the sum they represent, unless these cheques are not paid upon presentation.

2.3

Liquidation and dissolution

In the event of liquidation or dissolution of the company, whether voluntary or forced, or of any other distribution of the assets of the company between its shareholders in order to liquidate its business, the holders of the common shares have the right to receive, after payment by the company to the holders of preferred shares taking rank before the common shares with regards to the distribution of the assets of the company in case of liquidation or dissolution, share for share, the residue of the assets of the company, without preference nor distinction.

ARTICLE 3

PREFERRED SHARES

The rights, privileges, conditions and restrictions pertaining to the preferred shares, as a category, are as follows:

3.1

Issuance in series

3.1.1

Subject to the provisions of the Companies Act, the preferred shares may, at any time, be issued in one or more series. The board of directors of the company may, when it deems it appropriate, but before their issuance, determine the number, limited or unlimited, and the designation of the shares of each series of preferred shares, as well as the rights, privileges, conditions and restrictions accruing to the shares of each series of preferred shares, including, without limiting the preceding,

the rate or the sum of dividends, cumulative or non cumulative, the date and location of payment of these dividends, as well as the date from which the dividends accrue,

the rate or the sum of the premium that may be paid to their respective holders in case of purchase or redemption, as well as the date from which the shares of a series may be the object of a redemption, and the procedure for such a purchase or redemption,

the terms of a share redemption program accruing to one or more series,

the terms accruing to a sinking fund created for the benefit of the holders of shares of one or more series,

the designation of the shares of a specific series, and

the share exchange privileges for a specific series of shares for any other series or category of shares of the capital of the company.

3.1.2

The rights, privileges, conditions and restrictions accruing to each series of preferred shares shall be determined, for each series, by by-law approved by the board of directors of the company which will have the right to create such series before the issuance of any preferred shares of that series. The issuance of shares of a specific series of preferred shares may only take place after the approval of such a by-law and after the reception of a certificate of amendment attesting to the amendment pertaining to the creation of such a series. Such a by-law of the board of directors of the company does not require the confirmation of the shareholders.

3.1.3

Notwithstanding any other provision herein, when the sums payable as dividends, capital repayment or premium on capital repayment, are not paid in full, the shares of any and all series of preferred shares participate in the sums payable proportionately to the sums payable in case of payment in full.

3.2

Right to vote

Subject to the provisions of the law and of this article 3, the holders of preferred shares, as category, shall not have as such the right to receive notice, nor to attend or vote at any and all shareholders’ meetings of the company, annual or special.

3.3

Rank of preferred shares with regards to dividends

The preferred shares, as category, take rank in the payment of dividends, as the case may be, of all cumulative dividend accumulated and of all declared, but unpaid dividend at the time of the distribution in case of liquidation or dissolution of the company, before the common shares.

3.4

Rank of the preferred shares in case of liquidation or dissolution

In the event of liquidation or dissolution of the company, whether voluntary or forced, or of any other distribution of the assets of the company between the shareholders for the purpose of liquidating its business, the holders of preferred shares, as category, take rank with regards to the sum that is payable to them in such distribution, liquidation or dissolution, pursuant to the rights provided by the statutes of the company or pursuant to those statutes before any distribution of the assets of the company between the holders of common shares taking rank after the preferred shares with regards to the distribution of the assets of the company in case of liquidation or dissolution. The preferred shares shall not give their holders any other right to participate additionally in the gains or the assets of the company.

3.5

Amendments to the preferred shares

In the event there are issued and outstanding preferred shares, the company may not, except with the approval of the holders of the preferred shares in the manner set out herein:

3.5.1

remove, amend or otherwise change any of the provisions provided in this article 3;

3.5.2

amend the maximum number, if such a maximum number exists, of authorized preferred shares, or increase the maximum number of authorized shares of any other category giving rights or privileges equal or superior to those of the preferred shares;

3.5.3

exchange, convert, reclassify or cancel, except in case of redemption or purchase by the company, pursuant to the law or the provisions set out herein, the totality or a part of the preferred shares;

3.5.4

extend, amend or eliminate the rights, privileges, restrictions or conditions accruing to the preferred shares, including,

by eliminating or amending the right to dividends accumulated or cumulative, as the case may be,

by extending, eliminating or amending the rights or privileges of redemption or opting out, as the case may be,

by decreasing or eliminating a preference with regards to dividends or liquidation, or

by extending, eliminating or amending the privileges of conversion or exchange, options, voting rights, transfer, pre-emption rights or of acquisition of other securities or provisions with regards to sinking funds, as the case may be;

3.5.5

increase the rights or privileges of the shares of another category, giving rights or privileges equal or superior to those of the preferred shares;

3.5.6

create a new category of shares having rights or privileges equal or superior to those of the preferred shares;

3.5.7

make equal or superior to the preferred shares, the shares of another category having rights or privileges inferior to them;

3.5.8

exchange the totality or a part of the shares of another category for preferred shares or create a right for that purpose; or

3.5.9

create restrictions to the issuance or transfer of preferred shares or increase or eliminate such restrictions.

3.6

Approval of the category

Any approval by holders of preferred shares aforementioned shall be deemed to have been duly given if it is contained in a resolution adopted by at least the two thirds (2/3) of the voices heard at a special meeting of the holders of the preferred shares convened for that purpose by notice of at least twenty one (21) days, and to which meeting, the holders of at least twenty percent (20%) of the preferred shares issued and outstanding are present in person or represented by proxy, therefore constituting the quorum. In the event the holders of at least twenty percent (20%) of the preferred shares issued and outstanding are not present or represented by proxy thirty (30) minutes after the set time for the meeting, the meeting will be adjourned to a following date of at least five (5) days. At such an adjourned meeting, the holders of the preferred shares present in person or represented by proxy, may proceed to the matters for which the meeting was initially convened and a resolution adopted by at least the two thirds (2/3) of the voices heard will constitute the approval of the holders of the preferred shares aforementioned for the purpose of this article 3, whether the quorum in question is constituted or not for that adjourned meeting. The procedure provided by this paragraph 3.6 constitutes the compromise or arrangement and permits, subject to paragraph 3.7 herein, the filing of the statutes of amendment pertaining to the amendment of the statutes, as approved without it being necessary to have recourse to any other formality provided by law and pertaining to a compromise or an arrangement.

3.7

Approval of a series

If the amendment suggested was to affect the rights of the holders of preferred shares of a specific series in a materially different manner than affects the rights of holders of preferred shares of other series, such amendment shall require the approval of the holders of the preferred shares voting as category, and require the approval by the holders of preferred shares of that series, voting separately as series.

3.8

Other terms

The board of directors of the company may, at the time of the creation of a series of preferred shares, provide that series with any other right, privilege, condition or restriction that it deems appropriate and in compliance with the rights, privileges, conditions and restrictions accruing to the totality of the preferred shares, as category.

ARTICLE 4

CLASS “A” PREFERRED SHARES

The class “A” preferred shares:

Further to the rights, privileges, conditions and restrictions accruing to all preferred shares, the class “A” preferred shares shall have the additional rights, privileges, conditions, restrictions following:

4.1

Object

The class “A” preferred shares may be issued in consideration, total or partial, in the acquisition by the company of shares of other companies or of important assets. The class “A” preferred shares shall be issued for an issuance price of one Canadian dollar (CDN$1) per share and the total issuance value of such shares shall be equal to the fair market value of the shares and/or the assets acquired minus the fair market value of any consideration paid by the company other than in class “A” preferred shares, the whole as determined by the board of directors of the company.

4.2

Dividends

4.2.1

The holders of class “A” preferred shares have the right to receive, from the funds applicable to the payment of dividends, when and in the manner declared, a fixed dividend, preferential, non cumulative of five percent (5%) per year of the paid-up capital of said shares; such dividend is payable as from the date, at the time and in the manner determined by the directors. Such dividend shall be payable before any dividend be declared or paid on the common shares of the company.

4.2.2

Cheques of the company or its agent mandated for that purpose, drawn on a bank designated in Schedule A or B of the Bank Act (Canada) and payable in any bank branch of that bank in Canada, will be issued with regards to those dividends to holders of preferred shares having that right. Postage of these cheques will release the company of any and all liability with regards to these dividends, not exceeding the sum they represent, unless these cheques are not paid upon presentation.

4.3

Purchase by the company

4.3.1

Subject to the Companies Act (Quebec), the company may purchase or otherwise acquire by mutual agreement any and all class “A” preferred shares issued and outstanding, at such time, in such manner, and for such consideration as the board of directors determines jointly with the holder(s) of the shares therefore purchased.

4.4

Exchange by the holder

4.4.1

Upon written request, within the term hereinafter set out, by any holder of class “A” preferred shares who will not have come to an agreement as provided in section 4.3.1 herein, the board of directors of the company shall exchange for common shares of the company, the class “A” preferred shares being the object of the request and that are registered to the name of that holder, the whole pursuant to the terms and conditions as follows:

4.4.1.1

As from the date of the first listing to a recognized Exchange of securities of the common shares, the class “A” preferred shares are exchangeable, by the holder, for the common shares of the company.

If the request is made at the latest on the thirtieth (30^th) day following the latest of the following dates:

the day of the first listing at a recognized Exchange of securities of the common shares of the company;

the day on which the registered shareholder of said class “A” preferred shares became the owner of the class “A” preferred shares being the object of the request;

the exchange is based on the lowest of the following:

between the price at closing of the common shares of the company on the last business day before the request;

ii)

and the price at closing of the common shares of the company on the last business day before the issuance of the class “A” preferred shares being the object of the request (on condition that the common shares are listed on that date)

minus the maximum percentage discount permitted in the case of a private placement pursuant to the Vancouver Exchange’s Policy 4.1 – Private Placements of the Canadian Venture Exchange Inc. (CDNX).

If the request is made after the thirty (30) day delay aforementioned, the exchange will take place on the basis of the price at closing on the last business day before the exercise of the right of exchange of the common shares of the company minus the maximum percentage discount permitted in the case of a private placement pursuant to the Vancouver Exchange’s Policy 4.1 - Private Placements of the Canadian Venture Exchange Inc. (CDNX).

4.4.2

Notwithstanding any other provision of this article 4, if the price of the common shares at closing used to calculate the number of common shares to be issued for an exchange is inferior to $0.50, that sum of $0.50 shall be used, in the place of the price at closing of the common shares, to calculate the number of common shares to be issued for such exchange.

4.4.3

The date of exchange for the purpose of this article 4 is the date of the receipt of the request.

4.4.4

The holder of the exchanged class “A” preferred shares has the right to receive a certificate representing the common shares necessary for the exchange and, as the case may be, a certificate for the balance of class “A” preferred shares represented by the certificate(s) delivered and that are not part of the exchange.

4.4.5

As from the date of the exchange,

the exchanged class “A” preferred shares are deemed irrevocably cancelled, and their holder ceases to benefit from the rights accruing to them, except the right to receive the certificate representing the common shares to which the holder has the right.

the common shares issued in exchange for the class “A” preferred shares are deemed issued and outstanding and their holder benefits from the rights accruing to them.

the issued and paid-up share capital accounts accruing to the class “A” preferred shares and the common shares of the company are amended in compliance with the Companies Act (Quebec).

4.4.6

In the event of dissolution or liquidation or any other distribution of assets of the company, the holders of class “A” preferred shares shall have the right, by preference to the common shares of the company, to payment of the paid-up capital of said class “A” preferred shares plus dividends declared, but unpaid on said shares.

ARTICLE 5

STATUTES AMENDMENTS

5.1

Amendments not affecting the rights

All amendments to the statutes of the company that extend, remove or amend any one of the rights, privileges, conditions or restrictions accruing to the common shares, including the conversion or the reclassification of the common shares in one or more categories of shares of the company, must be authorized by means of resolution adopted by the holders of the common shares in a shareholders’ meeting of holders of the common shares taking place for that purpose by at least the two thirds (2/3) of the voices heard at that meeting.

5.2

Effect of the approval

The procedure set out in this article 5 constitutes a compromise or an arrangement and permits the filing of the articles of amendment, as approved without it being necessary to have recourse to any other formality provided by law pertaining to a compromise or an arrangement.

SCHEDULE 2

OTHER PROVISIONS

BORROWING POWERS

1.	Subject to any unanimous shareholder agreement, the Board may from time to time, on behalf of the Corporation, without the consent of the shareholders:

(i)

borrow money;

(ii)

issue, reissue, sell or hypothecate its debt obligations;

(iii)

enter into a suretyship to secure the performance of an obligation of any person; and

(iv)

hypothecate all or any of its property, owned or subsequently acquired, to secure any obligation.

QUORUM FOR THE BOARD OF DIRECTORS

2.	Unless otherwise decided at any annual or special general meeting of the shareholders of the Corporation, the presence of the minimum number of directors required hereunder shall constitute a quorum at any meeting of the Board of Directors.

VACANCY

Subject to any provision to the contrary in a unanimous shareholder agreement, any vacancy on the Board of Directors of the Corporation for any reason, except for an increase in the number of directors required to serve on the Board, may be filled by the Board of Directors if a quorum is present or, if no quorum is present, by the shareholders at a general meeting specially called for such purpose.

ANNUAL MEETING OF SHAREHOLDERS

4.	The annual meeting of shareholders of the Corporation may be held anywhere in the Province of Quebec or elsewhere, as the directors may determine.

ADDITIONAL DIRECTORS

5.	The directors may appoint one or more additional directors within the limits permitted by the Business Corporations Act (Quebec).

Exhibit 3.2

GENERAL BY-LAW OF

NEPTUNE WELLNESS SOLUTIONS INC.

(the “Corporation”)

TABLE OF CONTENTS



1 -
	DEFINITIONS		1
	1.1	Definitions	1
	1.2	Interpretation	1
	1.3	Execution in Counterpart, by Facsimile and by Electronic Signature	2

2 -
	GENERAL BUSINESS		2
	2.1	Head Office	2
	2.2	Establishment	2
	2.3	Seal	2
	2.4	Fiscal Year	2
	2.5	Execution of Instruments	2
	2.6	Banking Arrangements	2
	2.7	Voting Rights in Other Bodies Corporate	3

3 -
	DIRECTORS		3
	3.1	Duties and Powers	3
	3.2	Delegation	3
	3.3	Qualifications of Directors	3
	3.4	Number of Directors	4
	3.5	Quorum	4
	3.6	Election and Term	4
	3.7	Removal of Directors	4
	3.8	Cessation of Office	5
	3.9	Resignation	5
	3.10	Vacancies	5
	3.11	Meetings by Telephone, Electronic or other Communication Facility	5
	3.12	Attendance	5
	3.13	Place of Meetings	5
	3.14	Calling of Meetings	6
	3.15	Notice of Meetings	6
	3.16	First Meeting of New Board	6
	3.17	Adjourned Meeting	6
	3.18	Votes to Govern	6
	3.19	Dissent	6
	3.20	Resolution in Writing	7
	3.21	Chairperson and Secretary	7
	3.22	Remuneration and Expenses	7
	3.23	Duty of Loyalty and Conflict of Interest	7
	3.24	Contracts or Transactions - Disclosure of Interest	8
	3.25	Contracts or Transactions – Votes	9

4 -
	COMMITTEES		9
	4.1	Committees of the Board	9
	4.2	Procedure	9


5 -
	OFFICERS		9
	5.1	Appointment of Officers	9
	5.2	Agents and Attorneys	10
	5.3	Disclosure of Interest	10
	5.4	End of Mandate	10

6 -
	PROTECTION OF DIRECTORS AND OFFICERS		10
	6.1	Indemnity of Directors and Officers	10
	6.2	Insurance	11

7 -
	MEETINGS OF SHAREHOLDERS		11
	7.1	General Business	11
	7.2	Annual Meetings	11
	7.3	Special Meetings	12
	7.4	Place of Meetings	12
	7.5	Participation in Meetings by Electronic Means	12
	7.6	Notice of Meetings	13
	7.7	Waiver of Notice	13
	7.8	Record Date for Notice	13
	7.9	Chair and Secretary	14
	7.10	Procedure	14
	7.11	Persons Entitled to be Present	14
	7.12	Quorum	14
	7.13	Right to Vote	14
	7.14	Proxies and Representatives	14
	7.15	Joint Shareholders	15
	7.16	Votes to Govern	15
	7.17	Casting Vote	15
	7.18	Show of Hands	15
	7.19	Ballots	15
	7.20	Adjournment	16
	7.21	Storage of Ballots and Proxies	16

8 -
	SHARES AND CERTIFICATES		16
	8.1	Issuance of Shares	16
	8.2	Payment of Shares	16
	8.3	Unpaid Shares	17
	8.4	Securities Register	17
	8.5	Register of Transfer	17
	8.6	Registration of Transfer	17
	8.7	Registered Ownership	18
	8.8	Share Certificates	18
	8.9	Certificated Shares	18

- ii -


	8.10	Uncertificated Shares	19
	8.11	Replacement of Share Certificates	19
	8.12	Joint Shareholders	19
	8.13	Deceased Shareholders	19
	8.14	Delegation	19

9 -
	DIVIDENDS AND RIGHTS		20
	9.1	Dividends	20
	9.2	Dividend Cheques	20
	9.3	Non-receipt or Loss of Cheques	20
	9.4	Record Date for Dividends and Rights	20
	9.5	Unclaimed Dividends	20

10 -
	NOTICES		21
	10.1	Method of Giving Notices	21
	10.2	Notice to Joint Shareholders	21
	10.3	Undelivered Notices	21
	10.4	Omissions and Errors	21
	10.5	Persons Entitled by Death or Operation of Law	21
	10.6	Waiver of Notice	22

11 -
	MISCELLANEOUS		22
	11.1	Declarations to the Enterprise Register	22
	11.2	Enactment, Repeal and Amendment of the By-Law	22

- iii -

1 - DEFINITIONS

1.1

Definitions

In this By-law, and all other By-laws of the Corporation, unless the context indicates otherwise:

“Act” means the Business Corporations Act (Québec), or any statute which may be substituted therefor, including the regulations made thereunder as amended from time to time;

“Articles” shall mean the articles of the Corporation and includes any amendments thereto;

“Board” means the board of directors of the Corporation;

“By-laws” means the administrative By-laws of the Corporation, as well as all other administrative by-laws of the Corporation in force from time to time, including those referred to in section 726 of the Act, and any amendments which may be made to such By-laws from time to time;

“Director” means a member of the Board;

“Person” includes an individual, a sole proprietorship, a partnership, an association, a labour organization, an organization, a trust, a body corporate and all individuals acting as a trustee, executor, curator or as any other legal representative;

“Reporting Issuer” means a reporting issuer as defined in the Act; and

“Shareholders Meeting” means an annual shareholders meeting or a special meeting of shareholders.

1.2

Interpretation

words importing the singular number also include the plural and vice-versa; words importing the masculine gender include the feminine and vice-versa;

the headings used in this By-law are for ease of reference only and do not form part of it;

all words used in this By-law and defined in the Act shall have the meanings given to such words in the Act or in the related parts thereof;

this By-law is adopted pursuant to the Act, and is subject to, and must be read in conjunction with the Act. In the event of an inconsistency between a provision of this By-law and a provision of the Act, the latter shall prevail.

1.3

Execution in Counterpart, by Facsimile and by Electronic Signature

Subject to the Act, any notice, resolution, requisition, statement or other document required or permitted to be executed for the purposes of the Act, may be signed by way of electronic signature, by way of a facsimile signature or by way of signing several similar documents by one or more Persons, and those documents, when duly signed by all Persons required or permitted to sign, as appropriate, shall constitute a single document for the purposes of the Act.

2 - GENERAL BUSINESS

2.1

Head Office

The head office of the Corporation must be permanently located in Québec. The Corporation may relocate its head office in accordance with the Act.

2.2

Establishment

In addition to its head office, the Corporation may establish and maintain other establishments, offices, places of business and branches both within and outside Québec, as the Board may determine from time to time.

2.3

Seal

The Corporation may have a seal, which shall be adopted and may be changed by the Board. The absence of a seal on a document of the Corporation does not render the document invalid.

2.4

Fiscal Year

The fiscal year end of the Corporation shall end on the last day of February or be as determined from time to time by the Board.

2.5

Execution of Instruments

Deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed on behalf of the Corporation by any Director or officer of the Corporation. In addition, the Board may from time to time direct the manner in which, and the Person or Persons by whom, any particular instrument or class of instruments may or shall be signed.

Notwithstanding the foregoing, the secretary or any other officer or any Director may sign certificates and similar instruments (other than share certificates) on the Corporation’s behalf with respect to any factual matters relating to the Corporation’s business and affairs, including certificates verifying copies of the Articles, By-laws, resolutions and minutes of meetings of the Corporation.

2.6

Banking Arrangements

The banking business of the Corporation, or any part or division of the Corporation, shall be transacted with such bank, trust company or other firm or body corporate as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers or other Persons as the Board may designate, direct or authorize from time to time and to the extent thereby provided.

- 2 -

2.7

Voting Rights in Other Bodies Corporate

Except as otherwise provided by the Board, any Director or officer has the full power to represent the Corporation, and more particularly to vote all of the shares or other securities carrying voting rights of any other entity held from time to time by the Corporation, at any and all meetings of shareholders, bondholders, debentureholders or holders of other securities (as the case may be) of such other entity and exercise all other rights attached to the said shares or securities as if he were the owner thereof. The Board may, from time to time, appoint any other Person for the same purpose.

3 - DIRECTORS

3.1

Duties and Powers

The Board exercises all the powers necessary to manage, or supervise the management of the business and affairs of the Corporation. Subject to the Act, the Board shall exercise its powers by or pursuant to a resolution passed at a meeting of the Board at which a quorum is present or approved in writing by all Directors in office.

Without limiting the foregoing, the Board may, on behalf of the Corporation:

borrow money;

issue, reissue, sell or hypothecate its debt obligations;

enter into a suretyship to secure performance of an obligation of any Person; and

hypothecate all or any of its property, owned or subsequently acquired, to secure any obligation.

3.2

Delegation

Subject to the Act, the Articles and any By-laws, the Board may from time to time delegate to a Director, a committee of the Board or an officer or such other person or persons so designated by the Board all or any of the powers conferred on the Board by the Act to such extent and in such manner as the Board shall determine at the time of each such delegation.

3.3

Qualifications of Directors

Any natural person may be a Director of the Corporation unless such a person is less than eighteen (18) years of age, is under guardianship or curatorship, is of unsound mind and has been so found by a court in Canada or elsewhere, is a person for whom the court prohibits the exercise of this function, or has the status of bankrupt. A Director is not required to hold shares of the Corporation.

- 3 -

3.4

Number of Directors

The Board of Directors of the Corporation shall be made up of a minimum and a maximum number of Directors as indicated in the Articles of the Corporation as amended from time to time. The exact number of Directors shall be established from time to time by resolution of the Board.

3.5

Quorum

A majority of the Directors in office constitutes a quorum at any meeting of the Board. In the absence of a quorum within the first fifteen (15) minutes following the start of the meeting, the Directors may only deliberate on the meeting’s adjournment. A quorum of Directors may exercise all the powers of the Board despite any vacancy on the Board.

3.6

Election and Term

Directors shall be elected by the shareholders at the first Shareholders Meeting and at each subsequent annual meeting at which an election of Directors is required, by an ordinary resolution adopted by a majority of the votes cast by shareholders able to vote on such resolution, and shall hold office until the next annual Shareholders Meeting or, if elected for an expressly stated term, for a term expiring no later than three (3) years following the election. The election need not be by ballot unless a ballot is demanded by any shareholder or required by the chairperson in accordance with section 7.19. If an election of Directors is not held at an annual Shareholders Meeting at which such election is required, the incumbent Directors shall continue in office until their resignation, replacement or removal.

If shareholders holding a certain class or series of shares have an exclusive right to elect one or more Directors, such number of Directors shall be elected by the majority of votes cast by the holders of such class or series of shares.

If permitted by the articles, the Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual Shareholders Meeting, provided the total number of Directors so appointed does not exceed one-third (1/3) of the number of Directors elected at the annual Meeting of Shareholders preceding their appointment.

3.7

Removal of Directors

Subject to the Act, the shareholders may, by ordinary resolution passed by a majority of votes cast at a special Shareholders Meeting duly called for that purpose, remove any Director or Directors. If holders of any class or series of shares have an exclusive right to elect one or more Directors, a Director so elected may only be removed by ordinary resolution of such holders.

A Director whose removal is to be proposed at a Shareholders Meeting must be informed of the time and place of the meeting within the same delays as those prescribed for the calling of such meeting. Such Director may attend the meeting and be heard or, if not in attendance, may explain, in a written statement read by the person presiding over the meeting or made available to the shareholders before or at the meeting, why he opposes the resolution proposing his removal.

- 4 -

Any vacancy created by the removal of a Director may be filled by a resolution of the shareholders at the Shareholders Meeting at which the Director is removed or, if it is not, at a subsequent meeting of the Board. If the holders of any class or series of shares have an exclusive right to elect one or more Directors and a vacancy occurs among these Directors, the vacancy may be filled by the holders of that class or series of shares by ordinary resolution at the Shareholders Meeting at which the Director is removed or, if it is not, by the remaining Directors elected by the holders of that class or series of shares, if there are such remaining Directors.

3.8

Cessation of Office

A Director ceases to hold office when he dies, resigns, is removed, becomes disqualified from holding office or otherwise no longer meets the requirements to hold office as specified by the Act.

3.9

Resignation

A Director may resign from office by delivering or sending a written notice to the Corporation and such resignation becomes effective at the time the Director’s written resignation is received by the Corporation or at the time specified in the notice, whichever is later.

3.10

Vacancies

Subject to the Act or to the Articles, a quorum of Directors may fill a vacancy on the Board.

If there is no quorum of Directors, or if there has been a failure to elect the number or minimum number of Directors required by the Articles, the Directors then in office must without delay call a special Shareholders Meeting to fill the vacancies on the Board. If the Directors refuse or fail to call a meeting or if there are no Directors then in office, the meeting may be called by any shareholder.

A Director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor and remains in office until his successor is elected or nominated.

3.11

Meetings by Telephone, Electronic or other Communication Facility

A Director may participate in a meeting of the Board or of a committee of the Board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A Director who participates in such meeting by such means is deemed to be present at that meeting.

3.12

Attendance

In addition to the Directors having to attend meetings of the Board, other Persons may also attend as needed, with the authorization of the chairperson of the meeting or the majority of the Directors present at that meeting.

3.13

Place of Meetings

Meetings of the Board are held at the registered office of the Corporation or at any other place within or outside of Québec.

- 5 -

3.14

Calling of Meetings

Meetings of the Board shall be held from time to time at such place, on such day and at such time as the Board, the chairperson of the Board, the president, the secretary or any two Directors may determine. Meetings are called by the chairperson of the Board, the president or two Directors or by the secretary upon being asked to call such a meeting by the chairperson of the Board, the president or two Directors.

3.15

Notice of Meetings

The notice stating the time and place of the meeting and specifying any matter to be dealt with relating to powers which the Board may not delegate, shall be given to each Director at least forty-eight (48) hours before the meeting is to occur. In the event of an emergency, such time limit shall be shortened to twenty-four (24) hours. This notice does not have to be given in writing.

Any Director may waive a notice of a meeting of the Board. Attendance of a Director at a meeting of the Board constitutes a waiver of notice of such meeting unless the Director attends such meeting for the sole purpose of objecting to the holding of the meeting on the grounds that it was not duly called.

3.16

First Meeting of New Board

Provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting following the Shareholders Meeting at which such Board is elected.

3.17

Adjourned Meeting

Whether or not there is quorum, any meeting of the Board may be adjourned from time to time by a vote of a majority of the Directors who are present and subsequently resumed without the requirement that a new notice be given, if the time and place of the adjourned meeting is announced at the same time as the adjournment.

At the adjourned meeting, the Board may validly transact business in accordance with the terms established at the time of the adjournment provided that there is a quorum. The Directors who constituted a quorum at the original meeting do not have to constitute the quorum at the adjourned meeting. If there is no quorum at the adjourned meeting, the meeting is deemed to have ended immediately after the adjournment.

3.18

Votes to Govern

Subject to the Act, at all meetings of the Board, any question shall be decided by a majority of the votes cast on the question and, in the case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote. Any question at a meeting of the Board shall be decided by a show of hands unless a ballot is required or demanded.

3.19

Dissent

A Director who is present at a meeting of the Board or a committee of the Board is deemed to have consented to any resolution passed at the meeting unless:

the Director’s dissent has been entered in the minutes;

- 6 -

the Director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

the Director delivers a written dissent to the chairperson of the Board, sends it to the chairperson by any means providing proof of the date of receipt or delivers it to the head office of the Corporation immediately after the meeting is adjourned.

A Director is not entitled to dissent after voting for or consenting to a resolution.

A Director who was not present at a meeting at which a resolution was passed is deemed to have consented to the resolution unless he delivers a written dissent to the chairperson of the Board, sends it to the chairperson of the Board by any means providing proof of the date of receipt or delivers it to the head office of the Corporation within seven (7) days after becoming aware of the resolution.

3.20

Resolution in Writing

A resolution in writing, signed by all the Directors entitled to vote thereon is as valid as if it had been passed at a meeting of the Board or, as the case may be, of a committee of the Board. A copy of the resolution must be kept with the minutes of the meetings and the resolutions of the Board and its committees.

3.21

Chairperson and Secretary

The chairperson of the Board or, in the chairperson’s absence, the president or, in the president’s absence, a vice-president, shall be chairperson of any meeting of the Board. If none of these officers are present, the Directors present shall choose one of their number to be chairperson. The secretary of the Corporation shall act as secretary at any meeting of the Board and, if the secretary of the Corporation is absent, the chairperson of the meeting shall appoint a Person, who need not be a Director, to act as secretary of the meeting.

3.22

Remuneration and Expenses

The Directors shall be paid such remuneration for their services as Directors as the Board may from time to time authorize. In addition, the Board may authorize, by resolution, a special remuneration to a Director who executes specific or additional duties on behalf of the Corporation. The Directors shall also be entitled to be paid in respect of travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof or in otherwise serving the Corporation. Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration therefor.

3.23

Duty of Loyalty and Conflict of Interest

Subject to the Act, the Directors are bound by the same obligations as are imposed by the Civil Code of Québec (Québec) on any Director of a legal person. Consequently, in the exercise of their functions, the Directors are duty-bound toward the Corporation to act with prudence and diligence, honesty and loyalty and in the interest of the Corporation.

- 7 -

In particular, but without limiting the generality of the foregoing:

a Director may not mingle the property of the Corporation with his own property nor may he use for his own profit or that of a third Person any property of the Corporation or any information he obtains by reason of his duties, unless he is expressly authorized to do so by the shareholders of the Corporation;

unless he has obtained the express consent of the Board, a Director must keep confidential the deliberations of the Board, any internal document and any other information to which he has access in the performance of his duties which is not publicly known and which has not been publicly disclosed by the Corporation;

a Director shall avoid placing himself in any situation where his personal interests would be in conflict with his obligations as a Director of the Corporation;

a director must disclose to the Corporation any interest he has in a business or association that may place him in a situation of conflict of interest and of any right he may set up against it, indicating their nature and value, where applicable.

3.24

Contracts or Transactions - Disclosure of Interest

A Director must disclose the nature and value of any interest he has in a contract or transaction to which the Corporation is a party. “Interest” means any financial stake in a contract or transaction that may reasonably be considered likely to influence decision-making. Furthermore, a proposed contract or a proposed transaction, including related negotiations, is considered a contract or transaction.

A Director must also disclose any contract or transaction to which the Corporation and any of the following are a party:

an associate of the Director or officer;

a group of which the Director or officer is a Director or officer; or

a group in which the Director or officer or an associate of the Director or officer has an interest.

The Director satisfies the requirement if he discloses, in a case specified in subparagraph b) above, the Directorship or office held within the group or, in a case specified in subparagraph c) above, the nature and value of the interest he or his associate has in the group.

Unless it is recorded in the minutes of the first meeting of the Board at which the contract or transaction is discussed, the disclosure of an interest, contract or transaction must be made in writing to the Board as soon as the Director becomes aware of the interest, contract or transaction.

The disclosure must be made even in the case of a contract or transaction that does not require approval by the Board.

- 8 -

3.25

Contracts or Transactions – Votes

No Director may vote on a resolution to approve, amend or terminate a contract or transaction described in section 3.24 or be present during deliberations concerning the approval, amendment or termination of such a contract or transaction, unless the contract or transaction:

relates primarily to the remuneration of the Director or an associate of the Director as a Director of the Corporation or an affiliate of the Corporation;

relates primarily to the remuneration of the Director or an associate of the Director as an officer, employee or mandatary of the Corporation or an affiliate of the Corporation, if the Corporation is not a Reporting Issuer;

is for indemnity or liability insurance; or

is with an affiliate of the Corporation, and the sole interest of the Director is as a Director or officer of the affiliate.

If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a Director is not permitted to be present during deliberations, the other Directors present are deemed to constitute a quorum for the purpose of voting on the resolution.

If all the Directors are required to abstain from voting, the contract or transaction may be approved solely by the shareholders entitled to vote, by ordinary resolution. The disclosure required by section 3.24 must be made to the shareholders in a sufficiently clear manner before the contract or transaction is approved.

4 - COMMITTEES

4.1

Committees of the Board

The Board may, by resolution, create one or more committees comprised of Directors and, subject to the limitations prescribed by the Act, from time to time set the mandate and the number of Directors of any such committee.

4.2

Procedure

Subject to the Act and unless otherwise determined by a resolution of the Board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairperson and to regulate its procedure. Each committee must provide the Board with a report concerning its activities if the Board makes such a request. The Board may cancel or modify any decision made by the committee.

5 - OFFICERS

5.1

Appointment of Officers

The Board may appoint any officers and any other mandataries as it deems appropriate and determine their titles, functions, powers, employment conditions and remuneration. An officer may but need not be a Director or a shareholder and any person may hold more than one office.

- 9 -

The Board may, in accordance with this By-law and subject to the Act, delegate to such officers powers to manage, or supervise the management of, the business and affairs of the Corporation.

5.2

Agents and Attorneys

The Board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of the Province of Québec with such powers of management or otherwise (including the power to sub-delegate) as the Board may determine.

5.3

Disclosure of Interest

The officers are mandataries of the Corporation. In this capacity, in the exercise of their functions, the officers are bound, among other things, toward the Corporation to act with prudence and diligence, honesty and loyalty and in the interest of the Corporation.

An officer must disclose the nature and value of any interest he has in a contract or transaction to which the Corporation is a party, in the same way that a Director must disclose such an interest pursuant to section 3.24. In the case of an officer who is not a Director, disclosure must be made as soon as:

the officer becomes an officer;

the officer becomes aware that the contract or transaction is to be discussed or has been discussed at a meeting of the Board; or

the officer or the officer’s associate acquires an interest in the contract or transaction, if it was entered into earlier.

The disclosure must be made even in the case of a contract or transaction that does not require approval by the Board.

5.4

End of Mandate

An officer may resign at any time. The resignation of an officer takes effect on the date the Corporation receives the written notice he gives or on the later date indicated therein.

The Board may, at its own discretion, remove an officer of the Corporation at all times and the reason for the removal is not required to be given.

6 - PROTECTION OF DIRECTORS AND OFFICERS

6.1

Indemnity of Directors and Officers

Subject to the following, the Corporation must indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation, a mandatary, any other person who acts or acted at the Corporation’s request as a Director or officer of another group, as well as their heirs, legatees, liquidators, assignees, authorized representatives or beneficiaries, against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if:

the person acted with honesty and loyalty in the interest of the Corporation or, as the case may be, in the interest of the other group for which the person acted as Director or officer or in a similar capacity at the Corporation’s request; and

- 10 -

in the case of a proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his conduct was lawful.

The Corporation must also advance moneys to such a person for the costs, charges and expenses of a proceeding referred to in the above paragraph.

However, in the event that a court or any other competent authority judges that the conditions set out in subparagraphs a) and b) above are not fulfilled or that the person committed an intentional or gross fault, the Corporation may not indemnify the person and the person must repay to the Corporation any moneys advanced.

The Corporation may, with the approval of the court, in respect of an action by or on behalf of the Corporation or other group referred to above, against a person referred to above, advance the necessary monies to the person or indemnify the person against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfills the conditions set out above.

The provisions of this section 6.1 shall not, to the extent permitted by law, operate to affect or otherwise restrict the scope of any indemnification contractually agreed by or in favour of the Corporation or otherwise applicable under previous provisions of the law or any by-law of the Corporation of which a Director or an officer may avail himself.

6.2

Insurance

The Corporation may purchase and maintain insurance for the benefit of its Directors, officers and other mandataries against any liability they may incur as such or in their capacity as Directors, officers or mandataries of another group, if they act or acted in that capacity at the Corporation’s request.

7 - MEETINGS OF SHAREHOLDERS

7.1

General Business

The Corporation must hold an annual shareholders meeting; if necessary, the Corporation may also hold one or more special shareholder meetings.

7.2

Annual Meetings

An annual Shareholders Meeting entitled to vote at such a meeting must be held not later than eighteen (18) months after the Corporation is constituted and, subsequently, not later than fifteen (15) months after the last preceding annual shareholders meeting, for the purpose of:

considering the financial statements of the Corporation for the fiscal year ending within six (6) months preceding the date of such meeting and the auditor’s report thereon, if any;

- 11 -

considering any other financial information presentation of which is required by the Articles or the By-laws;

electing Directors;

appointing the auditor; and

deliberating with respect to all other matters which may be presented at the meeting.

The Board calls the annual Shareholders Meeting. Otherwise, the meeting may be called by the shareholders in accordance with the Act or with section 7.3 below.

7.3

Special Meetings

The Board may at any time call a special Shareholders Meeting.

The holders of not less than ten percent (10%) of the issued shares that carry the right to vote at a Shareholders Meeting sought to be held may requisition the Board to call a Shareholders Meeting for the purposes stated in the requisition.

The requisition, signed by at least one shareholder, must state the business to be transacted at the meeting and must be sent to each Director and to the head office of the Corporation.

On receiving the requisition, the Board calls a Shareholders Meeting to transact the business stated in the requisition. If the Board does not within twenty-one (21) days after receiving the requisition call a meeting, any shareholder who signed the requisition may call the meeting.

Unless the shareholders otherwise resolve at a meeting called by shareholders, the Corporation must reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

7.4

Place of Meetings

Subject to the Articles, Shareholders Meetings must be held in Québec at the place determined by the Board. If the Articles so allow, or in the absence of such a provision, if all the shareholders entitled to vote at the meeting agree, the meeting may be held at a place outside of Québec.

7.5

Participation in Meetings by Electronic Means

A meeting may be held solely by means of equipment enabling all participants to communicate directly with one another.

In addition, any Person entitled to attend a Shareholders Meeting may participate in the meeting by means of any equipment enabling all participants to communicate directly with one another. A Person participating in a meeting by such means is deemed present at the meeting.

Any shareholder participating in a Shareholders Meeting by means of equipment enabling all participants to communicate directly with one another may vote by any means enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when a secret ballot has been requested.

- 12 -

7.6

Notice of Meetings

A notice of a Shareholders Meeting specifying the time and place of the meeting, as well as the business to be transacted, must be sent, in writing and by any means providing proof of the date of receipt, to each Person entitled to vote at the meeting not less than twenty-one (21) days and not more than sixty (60) days before the meeting. It must also specify the time before which the Corporation must receive the proxies of the shareholders who wish to be represented at the Shareholders Meeting, which time must not exceed forty-eight (48) hours preceding the Shareholders Meeting or the resumption of a Shareholders Meeting after an adjournment, excluding Saturdays and holidays.

Notice of a Shareholders Meeting at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and contain the text of any special resolution to be submitted to the meeting. All business transacted at a special meeting of the shareholders and all business transacted at an annual shareholders meeting, except consideration of the financial statements and auditor’s report, the appointment of the auditor and the election of Directors, is deemed to be special business.

If a Director or a shareholder entitled to vote at a Shareholders Meeting gives written notice not less than ten (10) days before the meeting to the auditor or a former auditor of the Corporation, the auditor or former auditor attends the meeting at the Corporation’s expense and answers any question relating to their duties as auditor.

Irregularities in the notice of the Shareholders Meeting or in its sending will not affect the validity of the Shareholders Meeting. Similarly, the unintentional failure to send a notice of Shareholders Meeting to a person entitled to it, or the failure to receive it by a person entitled to the notice, does not invalidate the resolutions passed at such meeting.

7.7

Waiver of Notice

A shareholder or Director may waive notice of a Shareholder Meeting; the waiver may be given either before or after the meeting. Their attendance at the meeting is a waiver of notice of the meeting unless they attend the meeting for the sole purpose of objecting to the holding of the meeting on the grounds that it was not lawfully called or held.

7.8

Record Date for Notice

The Board may set, in conformity with applicable securities law requirements, a date prior to the date on which a meeting is to be called or held as the record date for the purpose of determining shareholders entitled to receive notice of or to vote at the meeting, and only those registered shareholders registered on the date so set shall be so entitled, notwithstanding any transfer of shares in the registers of the Corporation between the record date and the date on which the meeting is called or held. The record date must be not less than twenty-one (21) days and not more than sixty (60) days before the meeting.

- 13 -

7.9

Chair and Secretary

The chairperson of the Board or, in the chairperson’s absence, the president or, in the president’s absence, a vice-president shall be chairperson of any meeting of shareholders. If none of these officers are present within fifteen (15) minutes after the time appointed for holding the meeting, the Persons present and entitled to vote shall choose a chairperson from amongst themselves. The secretary of the Corporation shall act as secretary at any Shareholders Meeting or, if the secretary of the Corporation is absent, the chairperson of the meeting shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by resolution or by the chairperson with the consent of the meeting in accordance with the procedure set out in section 7.16.

7.10

Procedure

The chairperson of the meeting directs the meeting and ensures its orderly conduct. His decisions, including those relating to the validity of proxies, are final and binding on all the shareholders.

7.11

Persons Entitled to be Present

The only persons entitled to be present at a Shareholders Meeting shall be those entitled to vote thereat, the Directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the Articles or By-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting in accordance with the procedure set out in section 7.17.

7.12

Quorum

A quorum of shareholders is present at a meeting of shareholders, provided that a quorum shall not be less than two persons, if the holders of at least ten percent (10%) of the shares of the Corporation entitled to vote at the meeting are present in person or represented by proxy. A quorum need not be present throughout the meeting provided a quorum is present at the opening of the meeting.

7.13

Right to Vote

Subject to a record date established in accordance with section 7.8, at a Shareholders Meeting, the shareholders registered on the securities register of the Corporation are entitled to exercise the voting rights attached to the shares in their name.

7.14

Proxies and Representatives

Every shareholder entitled to vote at a Shareholders Meeting may, by means of a proxy, appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be signed in writing or by electronic signature by the shareholder or the shareholder’s representative authorized in writing or by electronic signature.

- 14 -

Unless otherwise indicated, a proxy lapses one year after the date it is given. It may be revoked at any time.

A proxyholder has the same rights as the shareholder represented to speak at a Shareholders Meeting in respect of any matter and to vote at the meeting. However, a proxyholder who has conflicting instructions from more than one shareholder may not vote by a show of hands.

7.15

Joint Shareholders

If two or more Persons hold shares jointly, one of those holders present at a Shareholders Meeting may in the absence of the others vote the share, but if two or more of those Persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them.

7.16

Votes to Govern

Except as otherwise required by the Act and the Articles, all questions proposed for the consideration of shareholders at a Shareholders Meeting shall be determined by a majority of the votes cast by all who are entitled to vote.

7.17

Casting Vote

In case of an equality of votes at any meeting of shareholders, regardless of the manner of voting, the chairperson of the meeting shall not be entitled to a second or casting vote.

7.18

Show of Hands

Any question at a Shareholders Meeting shall be decided by a show of hands, unless a ballot thereon is demanded by a shareholder entitled to vote at the Shareholders Meeting as hereinafter provided. Every Person who is present and entitled to vote thereon shall have one vote. Whenever a vote by any means other than by ballot is taken, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

7.19

Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairperson may require, or any shareholder or proxyholder entitled to vote at the meeting may demand, a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each Person present shall be entitled, in respect of the shares which the Person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the Articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

- 15 -

7.20

Adjournment

Whether or not there is quorum, the chairperson of the Shareholders Meeting may, with the consent of the shareholders present or represented by proxy and following the procedure set at section 7.16, adjourn any Shareholders Meeting. The chairperson of the Shareholders Meeting may also adjourn a meeting ex officio if he believes it is impossible to conduct it in an orderly manner.

If a Shareholders Meeting is adjourned for less than thirty (30) days, it is not necessary to give notice of the adjourned meeting other than by announcement at the original meeting. If a Shareholders Meeting is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting must be given as for an original meeting.

The Shareholders Meeting is validly resumed if it is held on the date and at the time and place announced and if there is quorum. In the absence of quorum at the adjourned meeting, the original meeting is deemed to have terminated immediately after its adjournment.

7.21

Storage of Ballots and Proxies

The Corporation must, for at least three (3) months after a Shareholders Meeting, keep at its head office the ballots cast and the proxies presented at the meeting. Any shareholder or proxyholder who was entitled to vote at the meeting may, without charge, inspect the ballots and proxies kept by the Corporation.

8 - SHARES AND CERTIFICATES

8.1

Issuance of Shares

Subject to any pre-emptive right granted to shareholders, shares may be issued at the times, to the Persons, including Directors and officers, and for the consideration that the Board determines. The Board may, by resolution, accept subscriptions, issue and allot unissued shares from the Corporation’s share capital and grant exchange rights, options or acquisition rights with respect to those shares.

8.2

Payment of Shares

Shares may be issued whether or not they are fully paid. However, shares may only be considered paid if consideration equal to the issue price determined by the Board has been paid to the Corporation.

Consideration for the shares issued by the Corporation is payable in money, or in property or past services determined by the Board to be the fair equivalent of the money consideration, considering all the circumstances.

A promissory note or a promise to pay made by a Person to whom shares are issued, or a Person who does not deal at arm’s length, within the meaning of that expression in the Taxation Act (Québec), with a Person to whom shares are issued does not constitute consideration for the shares.

- 16 -

8.3

Unpaid Shares

Unless the terms of payment for shares are determined by contract, the Board may call for payment of all or part of the unpaid amounts on shares subscribed or held by the shareholders, the whole as provided by the Act.

8.4

Securities Register

The securities register of the Corporation must contain the following information with respect to its shares:

the names, in alphabetical order, and the addresses of present and past shareholders;

the number of shares held by each such shareholder;

the date and details of the issue and transfer of each share; and

any amount due on any share.

The register must contain, if applicable, the same information with respect to the Corporation’s debentures, bonds, notes and other securities, with the necessary modifications.

8.5

Register of Transfer

The Corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the Corporation in registered form and the date and other particulars of each transfer shall be set out.

Subject to the Act, the transfer of shares is governed by the Act respecting the transfer of securities and the establishment of security entitlements (Québec).

8.6

Registration of Transfer

If an endorsed share certificate in registered form is presented to the Corporation with a request to register a transfer of the certificated share or an instruction is presented to the Corporation with a request to register a transfer of an uncertificated share, the Corporation registers the transfer as requested if:

under the terms of the share, the purchaser is eligible to have the share registered in that Person’s name;

the endorsement or instruction is made by the appropriate Person or by that Person’s representative;

reasonable assurance is given that the endorsement or instruction is neither forged nor counterfeited and is authorized;

any applicable fiscal law that imposes duties on the Corporation at the time of the transfer has been complied with;

- 17 -

the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable against the purchaser or imposed by law; and

the transfer is rightful or is to a protected purchaser, pursuant to the Act respecting the transfer of securities and the establishment of security entitlements (Québec).

Shares that are not fully paid but for which no instalment is payable may only be transferred with the authorization of the Board. The Directors must reasonably verify the acquirer’s ability to pay for the shares before authorizing the transfer.

A share may not be transferred until all instalments payable up to the time of transfer have been fully paid.

8.7

Registered Ownership

Subject to the Act, the Corporation may treat the registered owner of a share as the Person exclusively entitled to vote, to receive notices, to receive any dividend or other payments in respect thereof and otherwise to exercise all the rights and powers of an owner of a share.

8.8

Share Certificates

A share issued by the Corporation may be a certificated share or an uncertificated share. A certificated share is represented by a paper certificate in registered form, and an uncertificated share is represented by an entry in the securities register in the name of the shareholder.

Unless otherwise provided in the Articles, shares are issued as certificated shares unless the Board determines, by resolution, that the shares of any class or series or certain shares of a class or series are to be issued as uncertificated shares.

The Board may also, by resolution, determine that a certificated share becomes an uncertificated share as soon as the paper certificate is surrendered to the Corporation.

Inversely, the Board may, by resolution, determine that an uncertificated share becomes a certificated share on delivery to the shareholder of a certificate in the shareholder’s name or, in the case of a control agreement under the Act respecting the transfer of securities and the establishment of security entitlements (Québec), on delivery to the purchaser, within the meaning of the Act respecting the transfer of securities and the establishment of security entitlements (Québec), of a certificate in the purchaser’s name, unless there are provisions inconsistent with such a control agreement, in which case those provisions apply. The Board must give notice of the resolution to the shareholders of the classes or series of shares concerned.

8.9

Certificated Shares

In the case of certificated shares, the Corporation must issue to the shareholder, without charge, a certificate in registered form.

Share certificates shall be in such form as the Board may from time to time approve in accordance with the requirements of the Act.

- 18 -

Subject to any resolution of the Board providing otherwise, the share certificates of the Corporation must be signed by any of the Directors or officers or by a person acting in their name. The signature may be affixed by an automatic device or electronic process.

In the absence of any evidence to the contrary, the certificate is proof of the shareholder’s title to the shares represented by the certificate.

Share certificates need not be under corporate seal.

8.10

Uncertificated Shares

In the case of uncertificated shares, the Corporation must send the shareholder a written notice containing the information required under the Act.

8.11

Replacement of Share Certificates

If the shareholder of a certificated share claims that the certificate has been lost, wrongfully taken or destroyed, the Corporation must issue a new certificate if the shareholder:

so requests before the Corporation has notice that the lost, wrongfully taken or allegedly destroyed certificate has been delivered to a protected purchaser, as such term is defined in the Act respecting the transfer of securities and the establishment of security entitlements (Québec);

provides security sufficient in the Corporation’s judgment to protect the Corporation from any loss that the Corporation may suffer by issuing a new certificate; and

satisfies any other reasonable requirements imposed by the Corporation.

8.12

Joint Shareholders

If two or more Persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such Persons shall be sufficient delivery to all of them. Any one of such Persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.13

Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by the Act and upon compliance with the reasonable requirements of the Corporation or it transfer agent.

8.14

Delegation

Subject to the limits of the Act, the Board may delegate the powers and duties provided for in this section 8 inter alia, to the corporate secretary of the Corporation or to a transfer agent or any other agent responsible for keeping, in whole or in part, the securities register.

- 19 -

9 - DIVIDENDS AND RIGHTS

9.1

Dividends

Subject to the provisions of the Act and the Articles, the Board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid, in whole or in part, in money or property or by issuing fully paid shares or options or rights to acquire fully paid shares of the Corporation.

If shares of the Corporation are issued in payment of a dividend, the Corporation may add all or part of the value of those shares to the appropriate issued and paid-up share capital account.

The Corporation may not declare and pay a dividend, except by issuing shares or options or rights to acquire shares, if there are reasonable grounds for believing that the Corporation is, or would after the payment be, unable to pay its liabilities as they become due.

The Corporation may deduct from the dividends payable to a shareholder any amount due to the Corporation by the shareholder, on account of calls for payment or otherwise.

9.2

Dividend Cheques

A dividend payable in cash may be paid by cheque drawn on the Corporation’s banks or by electronic means to the order of each registered holder of shares of the class or series in respect of which it has been declared. Cheques may be sent by prepaid ordinary mail to such registered holder at such holder’s address recorded in the Corporation’s securities register, unless in each case such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and, if more than one address is recorded in the Corporation’s securities register in respect of such joint holding, the cheque shall be mailed to the first address so appearing. The mailing of such cheque, in such manner, unless the cheque is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3

Non-receipt or Loss of Cheques

In the event of non-receipt or loss of any dividend cheque by the Person to whom it is sent, the Corporation shall issue to such Person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt or loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.

9.4

Record Date for Dividends and Rights

The Board may fix, in advance, in accordance with applicable securities law requirements, a record date for the determination of the shareholders entitled to receive dividends.

9.5

Unclaimed Dividends

Any dividend unclaimed after a period of two (2) years from the date on which the dividend has been declared to be payable shall be forfeited and shall revert to the Corporation.

- 20 -

10 - NOTICES

10.1

Method of Giving Notices

Any notice, communication or document (“notice”) to be given or sent pursuant to the Act, the Articles, the By-laws or otherwise to a shareholder, Director, officer or auditor shall be sufficiently given or sent if given or sent by prepaid mail, prepaid transmitted, recorded, or electronic communication capable of providing a written copy of such notice, or delivered Personally to such Person’s latest address as shown on the securities register of the Corporation or, in the case of a Director, if more current, the address as shown in the most recent declaration filed under the Act Respecting the Legal Publicity of Enterprises (Québec). A notice shall be deemed to have been received on the date when it is delivered Personally, or on the fifth (5^th) day after mailing, or on the date of dispatch of a transmitted or recorded electronic communication. The secretary may change or cause to be changed the recorded address of any shareholder, Director, officer or auditor in accordance with any information believed by the secretary to be reliable.

10.2

Notice to Joint Shareholders

Subject to the Securities Act (Québec) and applicable regulations in securities laws, if two or more Persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such Persons shall be sufficient notice to all of them.

10.3

Undelivered Notices

If any notice given to a shareholder pursuant to section 10.1 is returned on two consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notice to such shareholder until such shareholder informs the Corporation in writing of the shareholder’s new address.

10.4

Omissions and Errors

The accidental omission to give or send any notice to any shareholder, Director, officer or auditor, or the non-receipt of any notice by any such Person or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise based thereon.

10.5

Persons Entitled by Death or Operation of Law

Every Person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given or sent to the shareholder from whom the Person derives title to such share prior to that Person’s name and address being entered on the securities register (whether such notice was given or sent before or after the happening of the event upon which that Person becomes so entitled) and prior to that Person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

- 21 -

10.6

Waiver of Notice

Any shareholder (or shareholder’s duly appointed proxyholder), Director, officer or auditor may at any time waive the giving or sending of any notice, or waive or abridge the time for any notice, required to be given to that Person under any provision of the Act, the Articles, the By-laws or otherwise and such waiver or abridgement shall cure any default in the giving or sending or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing or given by electronic signature except a waiver of notice of a Shareholders Meeting or of the Board which may be given in any manner.

11 - MISCELLANEOUS

11.1

Declarations to the Enterprise Register

A Director, officer or any authorized person signs the declarations which must be sent by the Corporation to the enterprise registrar under the Act respecting the legal publicity of enterprises (Québec).

11.2

Enactment, Repeal and Amendment of the By-Law

The Directors may from time to time amend the present By-law, repeal the provisions thereof in whole or in part or add thereto by adopting any other administrative by-law or any other by-law dealing with any other applicable matter. Subject to the applicable provisions of the Act, any such amendment, repeal or addition is effective as of the date of the resolution of the Board adopting it. It must be submitted to the shareholders for approval at the next Shareholders Meeting, and the shareholders may, by ordinary resolution, ratify, amend or reject it. It ceases to be effective at the close of the Shareholders’ Meeting if it is rejected by or not submitted to the shareholders. However, By-law amendments relating to procedural matters with respect to Shareholders Meetings take effect only once they have received shareholder approval.

The Board is authorized to make any clerical change to the By-law to correct typographical errors or to clarify the meaning of a particular provision without requiring the approval of the shareholders.

*****

The foregoing By-law was adopted by the Board of Directors of the Corporation pursuant to the provisions of the Business Corporations Act (Québec), on May 25, 2015 and ratified by the shareholders on ●, 201●.

- 22 -

Exhibit 3.3

ADVANCE NOTICE BY-LAW

BY-LAW NO. 2013-1

A BY-LAW RELATING GENERALLY TO THE ADVANCE

NOTICE REQUIREMENTS FOR THE NOMINATION OF

DIRECTORS OF NEPTUNE WELLNESS SOLUTIONS INC.

(the “Corporation”)

INTRODUCTION

The purpose of this advance notice by-law (the “Advance Notice By-Law”) is to establish the conditions and framework under which holders of record of common shares of the Corporation may exercise their right to submit director nominations by fixing a deadline by which such nominations must be submitted by a shareholder to the Corporation prior to any annual or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper form.

It is the position of the Corporation that this Advance Notice By-Law is beneficial to shareholders and other stakeholders of the Corporation.

NOMINATIONS OF DIRECTORS

Subject only to the Quebec Business Corporations Act (the “Act”) and the articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the “Board”) may be made at any annual meeting of shareholders or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors. Such nominations may be made in the following manner:

by or at the direction of the Board, including pursuant to a notice of meeting;

by or at the direction or request of one or more shareholders of the Corporation pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of meeting of the shareholders of the Corporation made in accordance with the provisions of the Act; or

by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided below in this Advance Notice By-Law and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Advance Notice By-Law.

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation.

To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made:

in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided ,however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the “Notice Date”) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and

in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must set forth:

as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

(A)

the name, age, business address and residential address of the person;

(B)

the principal occupation or employment of the person;

(C)

the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and

(D)

any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws(as defined below); and

as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Corporation may require any proposed director nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed director nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder of the Corporation’s understanding of the independence, or lack thereof, of such proposed director nominee.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Advance Notice By-Law; provided, however, that nothing in this Advance Notice By-Law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of the Corporation of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

For purposes of this Advance Notice By-Law:

“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

“Applicable Securities Laws” means the applicable securities legislation of each relevant province of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province of Canada.

Notwithstanding any other provision of this Advance Notice By-Law, notice given to the Corporate Secretary of the Corporation may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Corporate Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary of the Corporation at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Montreal time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Advance Notice By-Law.

Adopted by the Board on May 9, 2013.

********

Exhibit 4.1

LOGO

Exhibit 5.1

Osler, Hoskin & Harcourt LLP

1000 De La Gauchetière Street West
Suite 2100
Montréal, Québec, Canada H3B 4W5
514.904.8100 MAIN

514.904.8101 FACSIMILE

Montréal

Toronto

Calgary

Ottawa

Vancouver

New York

January 28, 2021

Neptune Wellness Solutions Inc.

545 Promenade du Centropolis, Suite 100

Laval, Quebec

H7T 0A3

Dear Sirs/Mesdames:

Re: Neptune Wellness Solutions Inc. - Registration Statement on Form F-3

We have acted as Canadian counsel to Neptune Wellness Solutions Inc. (the “Corporation”), a corporation governed by the Business Corporations Act (Québec), in connection with the Registration Statement on Form F-3 (the “Registration Statement”) filed by the Corporation on the date hereof with the Securities and Exchange Commission (the “SEC”) for the registration of the sale by the Corporation from time to time on a delayed or continuous basis pursuant to Rule 415 under the under the Securities Act of 1933, as amended (the “Securities Act”), of up to $50,000,000 in aggregate amount of the following securities of the Corporation (the “Securities”):

(a) common shares of the Corporation (the “Common Shares”);

(b) warrants of the Corporation to acquire Common Shares (the “Warrants”); and

We have examined the Registration Statement and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinions hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Corporation.

We are qualified to practice law in the Province of Québec and these opinions are rendered solely with respect to the Province of Québec and the federal laws of Canada applicable in the Province of Québec and, as they relate to the legally binding nature of and enforceability of the Warrants, the laws of the State of New York.

osler.com

LOGO

Page 2

For the purposes of the opinions set forth below, we have assumed without independent investigation or verification by us that:

(a)	the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and such effectiveness shall not have been terminated or rescinded;

(b)	the Securities will have the terms described in and will otherwise be issued as described in the Registration Statement or in a prospectus supplement and a prospectus supplement will have been prepared and filed with the SEC regarding the Securities offered thereby;

(c)	all Securities will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner specified in the Registration Statement and the applicable Prospectus Supplement;

(d)	there shall not have occurred any change in law affecting the validity or enforceability of such Securities;

(e)	any Warrants will be governed by the laws of the State of New York;

(f)	any Warrants issued by the Company are to be issued pursuant to a definitive agreement or certificate evidencing the terms thereof (a “Securities Agreement”); and

(g)

none of the terms of any Securities to be established subsequent to the date hereof, nor the issuance and delivery of such Securities, nor the execution, delivery and performance by the Corporation of any Securities Agreement, nor the compliance by the Corporation with the terms of such Securities, will violate any applicable law or regulation or will result in a violation of any provision of any instrument or agreement then binding upon the Corporation, or any restriction imposed by any court or governmental body having jurisdiction over the Corporation.

We have also assumed (a) the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies and (b) the completeness, truth and accuracy of all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials.

On the basis of the foregoing and subject to the qualifications hereinafter expressed, we are of the opinion that:

LOGO

Page 3

(a)

when (i) all requisite corporate action, including the adoption of appropriate resolutions of the Board of Directors of the Corporation or a duly authorized committee thereof (the “Authorizing Resolutions”), has been taken by the Corporation to authorize the issuance of any Common Shares and the consideration to be received therefor, and (ii) certificates evidencing such shares have been duly executed, countersigned, issued and delivered, against payment therefor of the consideration specified in such Authorizing Resolutions, in the manner described in such Authorizing Resolutions, such Common Shares will be validly issued, fully paid and non-assessable;

(b)

when (i) all requisite corporate action, including the adoption of Authorizing Resolutions, has been taken by the Corporation to establish the terms of and to authorize the issuance of any series of Warrants and the consideration to be received therefor and to authorize the Securities Agreement relating thereto; (ii) all actions described in paragraph (a) above with respect to the Common Shares issuable upon the exercise of such Warrants have been taken (to the extent applicable); and (iii) the applicable Securities Agreement has been duly executed and delivered by the parties thereto and certificates evidencing such Warrants have been duly executed, countersigned, issued and delivered, against payment therefor of the consideration specified in such Authorizing Resolutions, in accordance with the applicable Securities Agreement and in the manner described in such Authorizing Resolutions, such Warrants will be valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms; and

(c)

when (i) all requisite corporate action, including the adoption of Authorizing Resolutions, has been taken by the Corporation to establish the terms of and to authorize the issuance of any Units and the consideration to be received therefor; (ii) all actions described in paragraph (a) and (b) above with respect to the Common Shares or the Common Shares issuable upon the exercise of such Warrants and the issuance of the Warrants have been taken (to the extent applicable); and (iii) the applicable Securities Agreement has been duly executed and delivered by the parties thereto and certificates evidencing such Warrants underlying the Units (to the extent applicable) have been duly executed, countersigned, issued and delivered, against payment therefor of the consideration specified in such Authorizing Resolutions, in accordance with the applicable Securities Agreement and in the manner described in such Authorizing Resolutions, such Common Shares and/or Warrants underlying the Units will be valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.

The foregoing opinions are subject to the following qualifications and limitations:

(a) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer and conveyance, receivership, preference, moratorium, arrangement or

LOGO

Page 4

winding up laws or other similar laws now or hereafter in effect, and related regulations and judicial doctrines, relating to or affecting the enforcement of creditors’ rights and remedies generally; and

(b) enforceability may be limited by equitable principles, whether such equitable principles are considered at law or in equity, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the prospectus contained therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Yours very truly,

(signed) Osler, Hoskin & Harcourt LLP

Osler, Hoskin & Harcourt LLP

Exhibit 10.1

LOGO

NEPTUNE WELLNESS SOLUTIONS INC.

STOCK OPTION PLAN

AS AMENDED JULY 8, 2019

[AND APPROVED AUGUST 14, 2019]

NEPTUNE WELLNESS SOLUTIONS INC.

STOCK OPTION PLAN

THIS PLAN adopted May 10, 2001 and lastly amended on July 6, 2018 and July 8, 2019.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. Where used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below:

(a)

“Acasti” means Acasti Pharma Inc., a Subsidiary of the Corporation

(b)

“Affiliate” has the meaning set forth in the Securities Laws;

(c)

“Associate” has the meaning ascribed to it in the Securities Act.

(d)

“Board” means the board of directors of the Corporation, or any duly appointed committee thereof to which the board of directors of the Corporation has delegated the power to administer and grant Options under this Plan, as constituted from time to time.

(e)

“Cause” means, with respect to a particular Employee:

(i)

“cause” as such term is defined in the written employment agreement between the Corporation and the Employee; or

(ii)

in the event there is no written employment agreement between the Corporation and the Employee or “cause” is not defined in the written employment agreement between the Corporation and the Employee, the usual meaning of cause under the laws of the Province of Québec.

(f)

“Change in Control” means the occurrence of any one or more of the following events:

(i)

a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Associates and/or Affiliates and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;

(ii)

the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its Subsidiaries which have an aggregate book value greater than 30% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its subsidiaries;

(iii)

a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

Page 1 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(iv)

any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

(v)

as a result of or in connection with: (A) a contested election of directors, or; (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its Associates and/or Affiliates and another corporation or other entity, the nominees named in the most recent Management Information Circular of the Corporation for election to the Board shall not constitute a majority of the Board; or

(vi)

the Board adopts a resolution to the effect that a Change in Control as defined herein has occurred or is imminent.

For the purposes of the foregoing, “Voting Securities” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

(g)

“Code” has the meaning given in Section 7.1 of this Plan.

(h)

“Company” means, unless specifically indicated otherwise, a corporation, incorporated association or organization, body corporate, partnership, trust, association, or other entity other than an individual.

(i)

“Consultant” means a person, other than an Employee or Director of the Corporation, or a Company, who:

(i)

provides on a bona fide basis consulting, technical, management or other services to the Corporation or a Subsidiary of the Corporation under a written contract;

(ii)

possesses technical, business, management or other expertise of value to the Corporation or a Subsidiary of the Corporation;

(iii)

in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or a Subsidiary of the Corporation; and

(iv)

has a relationship with the Corporation or a Subsidiary of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

Page 2 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(j)

“Corporation” means Neptune Wellness Solutions Inc., and includes any successor corporation thereto.

(k)

“Director” means a member of the board of directors of the Corporation or a member of the board of directors of a Subsidiary of the Corporation to whom stock options may be granted in reliance on a prospectus exemption under applicable Securities Laws.

(l)

“Effective Date” means the effective date of this Plan, as amended, being May 9, 2012.

(m)

“Employee” means an individual who:

(i)

is considered an employee of the Corporation or a Subsidiary of the Corporation under the Income Tax Act (Canada) (i.e., for whom income tax, employment insurance and CPP deductions must be made at source);

(ii)

works full-time for the Corporation or a Subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary of the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii)

works for the Corporation or a Subsidiary of the Corporation on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary of the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

(n)

“Exchange” means the Toronto Stock Exchange and, where the context permits, any other exchange on which the Shares are or may be listed from time to time.

(o)

“Exercise Notice” means the notice respecting the exercise of an Option, in the form set out in the Option Agreement, duly executed by the Option Holder.

(p)

“Exercise Period” means the period during which a particular Option may be exercised and, subject to earlier termination in accordance with the terms hereof, is the period from and including the Grant Date through to and including the Expiry Date.

(q)

“Exercise Price” means the price per Share at which Shares may be purchased under an Option duly granted under this Plan, as determined in accordance with Section 4.3 of this Plan and, if applicable, adjusted in accordance with Section 3.4 of this Plan.

(r)

“Expiry Date” means the date determined in accordance with Section 4.2 of this Plan and after which a particular Option cannot be exercised and is deemed to be null and void and of no further force or effect.

(s)

“Grant Date” means the date on which the Board grants a particular Option.

Page 3 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(t)

“Insider” means an “insider” as defined by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters.

(u)

“ISOs” has the meaning given in Section 7.1 of this Plan.

(v)

“Market Price” at any date in respect of the Shares shall be the VWAP obtained for such Shares on the Exchange (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) Business Day prior to the Grant Date (10-day VWAP) (or, if such Shares are not then listed and posted for trading on the Exchange, on such stock exchange in Canada on which the Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that such Shares did not trade during such period, the Market Price shall be the average of the bid and asked prices in respect of such Shares at the close of trading on any such date during that ten (10) Business Day period. In the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;

(w)

“Option” means an option to acquire Shares granted to a Director, Employee or Consultant of the Corporation, Acasti or any other Subsidiary of the Corporation pursuant to this Plan.

(x)

“Option Agreement” means an agreement, in the form substantially similar as that set out in Schedule “A” hereto, evidencing an Option granted under this Plan.

(y)

“Option Holder” means a Director, Employee or Consultant or former Director, Employee or Consultant, to whom an Option has been granted and who continues to hold an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

(z)

“Plan” means this stock option plan, as may be amended from time to time.

(aa)

“Person” means a Company or an individual.

(bb)

“Personal Representative” means:

(i)

in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and

(ii)

in the case of an Option Holder who, for any reason, is unable to manage his or her affairs, the individual entitled by law to act on behalf of such Option Holder.

(cc)

“QBCA” means the Business Corporations Act (Québec), as amended, or such other successor legislation which may be enacted, from time to time.

(dd)

“Regulatory Authorities” means the Exchange and any other organized trading facilities on which the Corporation’s Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation.

Page 4 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(ee)

“Re-Organization Event” has the meaning given in Section 3.4 of this Plan.

(ff)

“Securities Act” means the Securities Act (Québec), as amended, or such other successor legislation as may be enacted, from time to time.

(gg)

“Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject, including, without limitation, the Securities Act.

(hh)

“Security Based Compensation Arrangement” has the meaning ascribed in Section 613(b) of the Toronto Stock Exchange Company Manual, and includes:

(i)

stock option plans for the benefit of employees, insiders, service providers or any one of such groups;

(ii)

individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders;

(iii)

stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

(iv)

stock appreciation rights involving issuances of securities from treasury;

(v)

any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and

(vi)

security purchases from treasury by an employee, insider or service provider which is financially assisted by the Corporation by any means whatsoever;

(ii)

“Share” means one (1) common share without par value in the capital stock of the Corporation as constituted on the Effective Date or, in the event of an adjustment contemplated by Section 3.4 of this Plan, such other shares or securities to which an Option Holder may be entitled upon the due exercise of an Option as a result of such adjustment.

(jj)

“Subsidiary” means a subsidiary as defined in the QBCA.

(kk)

“Termination Date” means:

(i)

in the case of the resignation of the Option Holder as an Employee of the Corporation, the date that the Option Holder provides notice of his or her resignation as an Employee of the Corporation to the Corporation;

(ii)

in the case of the termination of the Option Holder as an Employee of the Corporation by the Corporation for any reason other than death, the effective date of termination set out in the Corporation’s notice of termination of the Option Holder as an Employee of the Corporation to the Option Holder;

Page 5 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(iii)

in the case of the termination of the written contract of the Option Holder to provide consulting services to the Corporation, the effective date of termination set out in any notice provided by one of the parties to the written contract to the other party; or

(iv)

the effective date of termination of a Director, Employee or Consultant pursuant to an order made by any Regulatory Authority having jurisdiction to so order.

(ll)

“U.S. Taxpayer” has the meaning given in Section 7.1 of this Plan.

(mm)

“VWAP” means the volume weighted average trading price of the listed Shares, calculated by dividing the total value by the total volume of Shares traded for a relevant period.

(nn)

Choice of Law. This Plan is established under and the provisions of this Plan will be subject to and interpreted and construed in accordance with the laws of the Province of Québec.

(oo)

Headings. The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 2

PURPOSE AND ADMINISTRATION

2.1 Purpose. The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants of the Corporation, Acasti, or any other Subsidiary of the Corporation, to reward such of those Directors, Employees and Consultants as may be granted Options under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

2.2 Administration. This Plan will be administered by the Board. The Board may make, amend and repeal at any time and from time to time such regulations not inconsistent with this Plan as it may deem necessary or advisable for the proper administration and operation of this Plan and such regulations will form part of this Plan. The Board may delegate to any director or other senior officer or employee of the Corporation such administrative duties and powers as it may see fit.

2.3 Board Powers. The Board shall have the power, where consistent with the general purpose and intent of this Plan and subject to the specific provisions of this Plan to, amongst other things:

(a)

establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of this Plan;

(b)

interpret and construe this Plan and to determine all questions arising out of this Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

(c)

determine the number of Shares reserved for issuance by each Option;

Page 6 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(d)

determine the Exercise Price of each Option;

(e)

determine the time or times when Options will be granted and exercisable;

(f)

determine if the Shares which are issuable on the due exercise of an Option will be subject to any restrictions upon the due exercise of such Option; and

(g)

prescribe the form of the instruments and certificates relating to the grant, exercise and other terms of Options.

2.4 Board Discretion. The Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Option Holder shall have:

(a)

represented, warranted and agreed in form and substance satisfactory to the Corporation that the Option Holder is acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof for his, her or its own account, for investment and not with a view to or in connection with any distribution, that the Option Holder has had access to such information as is necessary to enable him, her or it to evaluate the merits and risks of such investment and that the Option Holder is able to bear the economic risk of holding such Shares for an indefinite period;

(b)

agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(c)

agreed to indemnify the Corporation in connection with the foregoing.

2.5 Board Requirements. Any Option granted under this Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares issuable upon due exercise of such Option upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of Regulatory Authority, is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

2.6 Interpretation. The interpretation by the Board of any of the provisions of this Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Option Holder. No member of the Board or any individual acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with this Plan made or taken in good faith and each member of the Board and each such individual will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

Page 7 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

ARTICLE 3

GRANT OF OPTIONS

3.1 Board to Issue Shares. The Shares to be issued to Option Holders upon the exercise of Options will be previously authorized but unissued Shares in the capital stock of the Corporation.

3.2 Participation. The Board will, from time to time and in its sole discretion, determine (i) those Directors, Employees, Consultants (and, when applicable, to a Company wholly owned by any such Director, Employee or Consultant), if any, to whom Options are to be granted based upon certain participation criteria, which criteria include but are not limited to functions within the Corporation, Acasti, or any other Subsidiary of the Corporation, seniority or actual and future contributions to the success of to the Corporation, Acasti, or any other Subsidiary of the Corporation, and (ii) the number of Options to be granted to such Directors, Employees or Consultants. The Board may only grant options to an Employee or Consultant if such Employee or Consultant is a bona fide Employee or Consultant of the Corporation or a Subsidiary of the Corporation, as the case may be. The Board may, in its sole discretion, grant the majority of the Options to Insiders of the Corporation. However, in no case will the grant of Options under this Plan, together with any proposed or previously existing Security Based Compensation Arrangement, result in (in each case, as determined on the Grant Date):

(a)

the number of Shares issuable pursuant to stock options granted to Insiders exceeding twenty-five (25%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis);

(b)

the issuance to Insiders, within any twelve (12) month period, of a number of Shares exceeding in the aggregate twenty-five percent (25%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis);

(c)

the grant to any one (1) Insider, and such Insider’s Associates, within any twelve (12) month period, Options reserving for issuance a number of Shares exceeding in the aggregate twenty percent (20%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis);

(d)

the grant to any one (1) Person, within any twelve (12) month period, of Options reserving for issuance a number of Shares exceeding in the aggregate twenty percent (20%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis);

(e)

the grant to any one Consultant of the Corporation, Acasti, or any other Subsidiary, within any twelve (12) month period, of Options reserving for issuance a number of Shares exceeding in the aggregate two percent (2%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis); or

(f)

the grant to any one Employee of the Corporation, Acasti, or any other Subsidiary which provides investor relations services, within any twelve (12) month period, of Options reserving for issuance a number of Shares exceeding in the aggregate two percent (2%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis).

Any entitlement to acquire Shares granted pursuant to this Plan or any other Share Compensation Agreement prior to the Option Holder becoming an Insider shall be excluded for the purposes of calculating the limits set out in Subsections 2.2(a), (b) and (c), above.

Page 8 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

3.3 Number of Shares Reserved. Subject to adjustment as provided for in Section 3.4 of this Plan and any subsequent amendment to this Plan, the number of Shares reserved for issuance and which will be available for purchase pursuant to Options granted under this Plan will equal 25% of the issued and outstanding Shares of the Corporation from time to time. Subject to the provisions and restrictions of this Plan, if any Option is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, the number of Shares in respect of which Option is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, as the case may be, will ipso facto again be immediately available for purchase pursuant to Options granted under this Plan.

3.4 Adjustments. If, prior to the complete exercise of an Option, the Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for (collectively, a “Re-Organization Event”), an Option, to the extent that it has not been exercised, will be adjusted by the Board in accordance with such Re-Organization Event in the manner the Board deems appropriate and equitable. No fractional Shares will be issued upon the exercise of the Options and accordingly, if as a result of the Re-Organization Event, an Option Holder would become entitled to a fractional Share, such Option Holder will have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

3.5 Notification of Grant. Following the approval by the Board of the granting of an Option, the Board will notify the Option Holder in writing of the award and will enclose with such notice the Option Agreement representing the Option so granted.

3.6 Copy of Plan. Each Option Holder, concurrently with the notice of the award of the Option, will, upon written request, be provided with a copy of this Plan, and a copy of any amendment to this Plan will be promptly provided by the Board to each Option Holder.

3.7 Limitation. This Plan does not give any Option Holder that is a Director the right to serve or continue to serve as a Director of the Corporation, does not give any Option Holder that is an Employee the right to be or to continue to be employed by the Corporation and does not give any Option Holder that is a Consultant the right to be or continue to be retained or engaged by the Corporation as a consultant for the Corporation.

ARTICLE 4

TERMS AND CONDITIONS OF OPTIONS

4.1 Term of Option. Subject to Section 4.2, the Expiry Date of an Option will be the date so fixed by the Board at the time the particular Option is granted, provided that such date will be no later than the tenth (10^th) anniversary of the Grant Date of such Option.

4.2 Termination of Option. Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of 5:00 p.m. (Montréal time) on the Expiry

Page 9 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

Date. The Expiry Date of an Option will be the earlier of the date so fixed by the Board at the time the Option is granted and the date established, if applicable, in subsections (a) to (c) below:

(a)

Death, Disability or Retirement of Option Holder

In the event that the Option Holder should die, become disable or retire from the Corporation while he or she is still an Employee (if he or she holds his or her Option as an Employee) or in the event that the Option Holder should die or become disable while he or she is still a Director (if he or she holds his or her Option as a Director) or a Consultant (if he or she holds his or her Option as a Consultant), the Expiry Date will be the first anniversary of the Option Holder’s date of death, disability or retirement, as applicable.

(b)

Ceasing to Hold Office

In the event that the Option Holder holds his or her Option as a Director of the Corporation and such Option Holder ceases to be a Director of the Corporation other than by reason of death or disability, the Expiry Date of the Option will not exceed the sixtieth (60^th) day following the date the Option Holder ceases to be a Director of the Corporation unless the Option Holder ceases to be a Director of the Corporation as a result of:

(i)

ceasing to meet the qualifications of a director set forth the QBCA; or

(ii)

an ordinary resolution having been passed by the shareholders of the Corporation pursuant to the QBCA; or

(iii)

an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the date the Option Holder ceases to be a Director of the Corporation.

(c)

Ceasing to be an Employee or Consultant

In the event that the Option Holder holds his or her Option as an Employee or Consultant of the Corporation and such Option Holder ceases to be an Employee or Consultant of the Corporation other than by reason of death, disability or retirement, as applicable in accordance with Section 4.2(a), the Expiry Date of the Option will not exceed the sixtieth (60^th) day following the Termination Date or, if the Employee or Consultant provides investor relations services, the thirtieth (30^th) day following the Termination Date, unless the Option Holder:

(i)

ceases to be an Employee of the Corporation as a result of termination for Cause; or

(ii)

ceases to be an Employee or Consultant of the Corporation as a result of an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the Termination Date.

Page 10 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(d)

Bankruptcy

In the event that an Option Holder commits an act of bankruptcy or any proceeding is commenced against an Option Holder under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy or insolvency, the Expiry Date of the Option will be the date immediately preceding the date on which such Option Holder commits such act of bankruptcy.

Notwithstanding anything contained in this Plan, in no case will an Option be exercisable after the tenth (10^th) anniversary of the Grant Date of the Option.

4.3 Exercise Price. The price at which an Option Holder may purchase a Share upon the exercise of an Option (the “Exercise Price”) will be determined by the Board and set forth in the Option Agreement issued in respect of such Option and, in any event, will not be less than the Market Price of the Corporation’s Shares calculated as of the Grant Date. Notwithstanding anything else contained in this Plan, in no case will the Market Price be less than the minimum prescribed by each of the organized trading facilities as would apply to the Grant Date in question.

4.4 Vesting. The date or dates on and after which a particular Option, or part thereof, may be exercised will be determined by the Board and set forth in the Option Agreement issued in respect of such Option. In any event, all Options will be vested gradually and evenly over a period of at least eighteen (18) months, on a quarterly basis.

4.5 Additional Terms. Subject to all applicable Securities Laws of all applicable Regulatory Authorities, the Board may attach other terms and conditions to the grant of a particular Option, such terms and conditions to be referred to in the Option Agreement at the time of grant. These terms and conditions may include, but are not necessarily limited to, the following:

(a)

providing that an Option expires on a date other than as provided for herein;

(b)

providing that a portion or portions of an Option vest after certain periods of time or upon the occurrence of certain events, or expire after certain periods of time or upon the occurrence of certain events;

(c)

providing that an Option be exercisable immediately, in full, notwithstanding that it has vesting provisions, upon the occurrence of certain events, such as a friendly or hostile take-over bid for the Corporation; and

(d)

providing that an Option issued to, held by or exercised by an Option Holder who is a citizen or resident of the United States of America, and otherwise meeting the statutory requirements, be treated as an “Incentive Stock Option” as that term is defined for purposes of the United States of America Internal Revenue Code of 1986, as amended.

4.6 Non-Transferability of Options. The Options granted hereunder are not assignable, transferable or negotiable (whether by operation of law or otherwise) and may not be assigned or transferred, provided however that the Personal Representative of an Option Holder may, to the extent permitted by Section 5.1 of this Plan, exercise the Option within the Exercise Period. Upon any attempt to assign, transfer, negotiate, pledge, hypothecate or otherwise dispose of or transfer an Option contrary to

Page 11 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

this Section 4.6 of this Plan, or upon the levy of any attachment or similar process upon an Option, the Option and all rights, benefits and privileges arising thereunder or therefrom, at the sole discretion and election of the Board, shall cease and terminate and be of no further force or affect whatsoever.

4.7 No Rights as Shareholders. An Option Holder shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until the date of issuance of a certificate for Shares upon the due exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

ARTICLE 5

EXERCISE OF OPTION

5.1 Exercise of Option. An Option may be exercised only by the Option Holder or the Personal Representative of the Option Holder. Subject to the provisions of this Plan, an Option Holder or the Personal Representative of an Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. (Montréal time) on the Expiry Date by delivering to the Secretary of the Corporation an Exercise Notice indicating the number of Shares to be purchased pursuant to the exercise of the Option, the applicable Option Agreement and a certified cheque or bank draft payable to “Neptune Wellness Solutions Inc.” in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

5.2 Withholding Taxes. In addition to the other conditions on exercise set forth in this Plan, the exercise of each Option granted under this Plan is subject to the satisfaction of all applicable withholding taxes or other withholding liabilities as the Corporation may determine to be necessary or desirable in respect of such exercise. The Corporation will require that an Option Holder pay to the Corporation, in addition to, and in the same manner as, the Exercise Price, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the Option.

5.3 Issue of Share Certificates. As soon as practicable following the receipt of (i) the Exercise Notice and the certified cheque or bank draft referred to in Section 5.1, and (ii) any amounts payable under Section 5.2, the Board will cause to be delivered to the Option Holder a certificate for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Agreement, the Option Holder will surrender the Option Agreement to the Corporation and the Board will forward a new Option Agreement to the Option Holder concurrently with delivery of the Share certificate for the balance of Shares available under the Option.

5.4 Condition of Issue. The Options and the issue of Shares by the Corporation pursuant to the exercise of Options are subject to the terms and conditions of this Plan and compliance with the rules and policies of all applicable Regulatory Authorities to the granting of such Options and to the issuance and distribution of such Shares, and to all applicable Securities Laws. The Option Holder agrees to comply with all such laws, regulations, rules and policies and agrees to furnish to the Corporation any information, reports or undertakings required to comply with and to fully cooperate with the Corporation in complying with such laws, regulations, rules and policies. Notwithstanding any of the provisions contained in this Plan

Page 12 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

or in any Option, the Corporation’s obligation to issue Shares to an Option Holder pursuant to the exercise of any Option granted under the Plan shall be subject to:

(a)

completion of such registration or other qualification of such Shares or obtaining approval of such Regulatory Authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b)

the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;

(c)

the receipt from the Option Holder of such representations, warranties, agreements and undertakings, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the Securities Laws of any jurisdiction; and

(d)

the satisfaction of any conditions on exercise prescribed pursuant to this Plan.

5.5 Blackout Period. If an Option expires during, or within five business days after, a trading black-out period imposed by the Corporation to restrict trades in the Corporation’s securities, then, notwithstanding any other provision of the Plan, the Option shall expire ten business days after the trading black-out period is lifted by the Corporation, subject to the maximum period of time during which an Option is exercisable under Section 7.3 of this Plan.

ARTICLE 6

AMENDMENT AND TERMINATION

6.1 Amendment Without Shareholder Approval. The Board may amend, suspend or discontinue the Plan, and amend or discontinue any Options granted under the Plan, at any time without shareholder approval. Without limiting the foregoing, the Board is specifically authorized to amend the terms of the Plan, and the terms of any Options granted under the Plan, without obtaining shareholder approval, to:

(a)

amend the vesting provisions;

(b)

amend the termination provisions, except as otherwise provided in Section 6.3 (b) hereof;

(c)

amend the eligibility requirements of eligible Directors, Employees or Consultants which would have the potential of broadening or increasing Insider participation;

(d)

add any form of financial assistance;

(e)

amend a financial assistance provision which is more favorable to Directors, Employees or Consultants;

(f)

add a cashless exercise feature, payable in cash or securities, whether or not the feature provides for a full deduction of the number of underlying Shares from the reserved Shares;

Page 13 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

(g)

add a deferred or restricted share unit or any other provision which results in Directors, Employees or Consultants receiving securities while no cash consideration is received by the Corporation; and

(h)

make other amendments of a housekeeping nature or to comply with the requirements of any Regulatory Authority.

6.2 Amendment with Shareholder Approval. Notwithstanding Section 6.1, no amendments to the Plan to:

(a)

increase the number of Shares reserved for issuance under the Plan (including a change from a fixed maximum number of shares to a fixed maximum percentage of Shares);

(b)

change the manner of determining the Exercise Price; or

(c)

increase the aggregate number of Shares in respect of which Options have been granted and remain outstanding so that such number of Shares, when taken together with all of the Company’s Security Based Compensation Arrangements then either in effect or proposed, shall at any time be such as to result in:

(i)

the number of Shares reserved for issuance to Insiders pursuant to stock options exceeding 25% of the issued and outstanding Shares; or

(ii)

the issuance to Insiders pursuant to stock options, within a one-year period, of a number of Shares exceeding 25% of the issued and outstanding Shares;

(d)

amend the amending provisions of Sections 6.1 to 6.3 of this Plan; or

(e)

change the employees (or class of employees) eligible to receive options under this Plan.

shall be made without obtaining approval of the shareholders in accordance with the requirements of the Exchange.

6.3 Amendment of Insider Options. Notwithstanding Section 6.1, no amendments to granted Options to:

(a)

reduce the Exercise Price for the benefit of Insiders; or

(b)

extend the termination date for the benefit of Insiders, other than in accordance with Section 5.5 hereof;

shall be made without obtaining approval of the shareholders in accordance with the requirements of the Exchange; and no action shall be taken with respect to granted Options without the consent of the Option Holder, unless the Board determines that such action does not materially alter or impair such Option.

6.4 Options Granted Prior to Termination. No amendment, suspension or discontinuance of the Plan or of any granted Option may contravene the requirements of the Exchange or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject to.

Page 14 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

Termination of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

6.5 Retrospective Amendment. The Board may from time to time retrospectively amend this Plan and, with the consent of the affected Option Holders, retrospectively amend the terms and conditions of any Options that have been previously granted.

6.6 Change in Control. Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

(a)

in the event of a proposed Change in Control of the Corporation, the Corporation shall have the right, upon written notice thereof to each Option Holder holding Options under the Plan, to permit the exercise of all such Options within the twenty (20) day period next following the date of such notice and to determine that upon the expiration of such twenty (20) day period, all rights of the Option Holders to such Options or to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have further force or effect whatsoever;

(b)

in the event of a Change in Control of the Corporation where a notice by the Corporation was not sent to Option Holders in accordance with Section 6.6(a),

(i)

all of the Option Holder’s Options will immediately vest on the date of such event. In such event, all Options so vested will be exercisable from such date until their respective expiry dates, subject to the terms of any employment agreement or other contractual arrangement between the Option Holder and the Corporation. For greater certainty, upon a Change in Control, Option Holders shall not be treated any more favourably than holders of Shares with respect to the consideration that the Option Holders would be entitled to receive for their Shares; and

(ii)

if the Option Holder elects to exercise its Options following a Change in Control, such Option Holder shall be entitled to receive, and shall accept, in lieu of the number of Shares which such Option Holder was entitled upon such exercise, the kind and amount of shares and other securities, property or cash which such Option Holder could have been entitled to receive as a result of such Change in Control, on the effective date thereof, had such Option Holder been the registered holder of the number of Shares to which such Option Holder was entitled to purchase upon exercise of such Options.

6.7 Extension of Expiration Date, Non-Applicability of Termination of Employment Provisions. Subject to the rules of any relevant Regulatory Authority and Securities Laws, the Board may, by resolution:

(a)

extend the Expiration Date of any Option, but shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which Options may be exercised by any other Option Holder; and

(b)

decide that any of the provisions hereof concerning the effect of termination of the Option Holder’s employment shall not apply to any Option Holder for any reason acceptable to the Board.

Page 15 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

Notwithstanding the provisions of Sections 6.6 and 6.7, should changes be required to the Plan by any Regulatory Authority of any jurisdiction to which this Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Board.

6.8 Regulatory Authority Approval. This Plan and any amendments hereto are subject to all necessary approvals of the applicable Regulatory Authorities.

6.9 Agreement. The Corporation and every Option granted hereunder will be bound by and subject to the terms and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Corporation to be bound by the terms and conditions of this Plan.

6.10 Effective Date of Plan. Upon approval by the Exchange (if the Shares are listed or posted on an Exchange and such acceptance is required) and, at the Exchange’s request, as applicable, by the shareholders of the Company, this amended plan shall be deemed to be effective as of May 25, 2016.

6.11 Governing Law. This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

ARTICLE 7

U.S. TAXPAYERS

7.1 Provisions for U.S. Taxpayers. Options granted under this Plan to U.S. Taxpayers may be nonqualified stock options or incentive stock options intended to qualify under Section 422 (“ISOs”) of the United States Internal Revenue Code of 1986 and the applicable authority thereunder (the “Code”). Each Option shall be designated in the Option Agreement as either an ISO or a non-qualified stock option. “U.S. Taxpayer” means a Person who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose purchase of Shares under this Plan would be subject to U.S. taxation under the Code. Such Person shall be considered a U.S. Taxpayer solely with respect to such options. . Options may be granted as ISOs only to individuals who are employees of the Corporation or any present or future “subsidiary corporation” or “parent corporation” as those terms are defined in Section 424(e) and (f) of the Code, and shall not be granted to non-employee Directors or independent contractors. If an Option Holder ceases to be employed by the Corporation and/or all “subsidiary corporations” or “parent corporations” as those terms are defined in Section 424(e) and (f) of the Code, other than by reason of death or disability (meaning “permanent and total disability” as defined in Section 22(e)(3) of the Code), Options shall be eligible for treatment as ISOs only if exercised no later than three months following such termination of employment.

7.2 ISOs. The maximum number of Options that may be granted as ISOs is equal to the maximum number of Shares issuable under Section 3.3. The terms and conditions of any ISOs granted hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Board from time to time in accordance with this Plan. At the discretion of the Board, ISOs may be granted to any Employee of the Corporation, its parent or any subsidiary of the Corporation, as such terms are defined in Sections 424(e) and (f) of the Code.

Page 16 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

7.3 ISO Grants to 10% Shareholders. Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a Person who owns shares representing more than ten percent of the voting power of all classes of shares of the Corporation or of a subsidiary or parent, as such terms are defined in Section 424(e) and (f) of the Code, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise Price shall be at least 110 percent (110%) of the Market Price (at the time of grant) of the Shares subject to the Option.

7.4 $100,000 Per Year Limitation for ISOs. To the extent the aggregate Market Price (determined at the time of grant) of the Shares for which ISOs are exercisable for the first time by any Person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as nonqualified stock options.

7.5 Disqualifying Dispositions. Each Person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disqualifying disposition of any Shares acquired pursuant to the exercise of such ISO. A disqualifying disposition is any disposition (including any sale) of Shares before the later of (i) two years after the time of grant of the ISO or (ii) one year after the date the Person acquired the Shares by exercising the ISO. The Corporation may, if determined by the Board and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Person until the end of the period described in the preceding sentence, subject to complying with any instructions from such Person as to the sale of such Share.

7.6 Section 409A. Any Options granted to U.S. Taxpayers shall be limited to Employees or Consultants providing services to the Corporation or to an affiliate which is an “eligible issuer”, as defined in final Treas. Reg. 1.409A-1(b)(iii) (this includes corporate subsidiaries in which the Corporation has a controlling interest).

(a)

No extension of term of an Option shall extend beyond the latest date that the right could have expired by its original terms.

(b)

Any replacement options issued under Section 3.4 or 6.6 of this Plan shall comply with U.S. Treas. Reg. 1.424-1 as if the Option were a incentive stock option (ISO) so that the ratio of the Exercise Price to the fair market value of Shares subject to the Options immediately after the replacement may not be greater than the ratio of the Exercise Price to the fair market value of Shares subject to the Options immediately before the replacement.

7.7 Transferability. Notwithstanding any other provision in this Plan, an ISO is not transferable except by will or by the laws of descent and distribution, and may be exercised, during the Option Holder’s lifetime, only by such Option Holder.

Lastly modified by the Board on July 8, 2019.

[Lastly approved by the shareholders on August 14, 2019.]

Page 17 of 17

POLICIES & CHARTERS & PLANS\Stock Option Plans

Exhibit 10.2

LOGO

NEPTUNE WELLNESS SOLUTIONS INC.

EQUITY INCENTIVE PLAN

AS AMENDED JULY 8, 2019,

AND APPROVED AUGUST 14, 2019

Page 1 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

Neptune Wellness Solutions Inc.

Equity Incentive Plan

ARTICLE 1

PURPOSE

1.1

Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants of the Corporation and its Subsidiaries, to reward such of those Directors, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

ARTICLE 2

INTERPRETATION

2.1

Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“Affiliate” has the meaning set forth in the Securities Laws;

“Associate” has the meaning ascribed to it in the Securities Act;

“Award” means any Restricted Share Unit, Performance Share Unit, Deferred Share Unit, Restricted Share or Other Share-Based Award granted under this Plan;

“Award Agreement” means a signed, written agreement between a Participant and the Corporation, substantially in the form attached as Schedule A, subject to any amendments or additions thereto as may, in the discretion of the Board, be necessary or advisable, evidencing the terms and conditions on which an Award has been granted under this Plan;

“Award Value” means such percentage of annual base salary or such other amount as may be determined from time to time by the Board as the original value of the Award to be paid to a Participant and specified in the Participant’s Award Agreement;

“Board” means the board of directors of the Corporation;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Montréal are open for commercial business during normal banking hours;

Page 2 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

“Cause” means, with respect to a particular Employee:

(a)

“cause” as such term is defined in the written employment agreement between the Corporation and the Employee; or

(b)

“Change in Control” means the occurrence of any one or more of the following events:

(a)

a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Affiliates and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;

(b)

(c)

a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(d)

(e)

as a result of or in connection with: (A) a contested election of directors, or; (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its affiliates and another corporation or other entity, the nominees named in the most recent Management Information Circular of the Corporation for election to the Board shall not constitute a majority of the Board; or

(f)

the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

Page 3 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

Notwithstanding the foregoing definition, for Awards that are non-qualified deferred compensation held by a U.S. Taxpayer, any Change in Control must also meet the requirements for a “change in control” or “change in ownership” under Section 409A;

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated under it;

“Committee” has the meaning set forth in Section 3.2 ;

“Corporation” means Neptune Wellness Solutions Inc.;

“Consultant” means a person, other than an Employee or Director of the Corporation, or a Corporation, that:

(a)

provides on a bona fide basis consulting, technical, management or other services to the Corporation or a Subsidiary of the Corporation under a contract;

(b)

possesses technical, business, management or other expertise of value to the Corporation or a Subsidiary of the Corporation;

(c)

in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or a Subsidiary of the Corporation; and

(d)

has a relationship with the Corporation or a Subsidiary of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

“Date of Grant” means, for any Award, the date specified by the Board at the time it grants the Award (which, for greater certainty, shall be no earlier than the date on which the Board meets for the purpose of granting such Award) or if no such date is specified, the date upon which the Award was granted;

“Deferred Share Unit” or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with ARTICLE 7;

“Director” means a director of the Corporation who is not an employee of the Corporation or a Subsidiary;

“Disabled” or “Disability” means the permanent and total incapacity of a Participant as determined in accordance with procedures established by the Board for purposes of this Plan;

Page 4 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

“Effective Date” means the effective date of this Plan, being January 30, 2013;

“Employee” means an individual who:

(a)

(b)

(c)

“Exchange” means the Toronto Stock Exchange and, where the context permits, any other exchange on which the Shares are or may be listed from time to time;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time;

“Insider” means an “insider” as defined by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matter;

“Market Price” at any date in respect of the Shares shall be the VWAP obtained for such Shares on the Exchange (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) Business Days prior to the relevant date (10-day VWAP) (or, if such Shares are not then listed and posted for trading on the Exchange, on such stock exchange in Canada on which the Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that such Shares did not trade on such ten (10) Business Days, the Market Price shall be the average of the bid and asked prices in respect of such Shares at the close of trading on any such date within that ten (10) Business Day period. In the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;

“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended from time to time;

“Other Share-Based Award” means any right granted under Section 8.1;

Page 5 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

“Participant” means an Employee, Consultant or Director to whom an Award has been granted under this Plan;

“Participant’s Employer” means the Corporation or such Subsidiary as is or, if the Participant has ceased to be employed by the Corporation or such Subsidiary, was the Participant’s Employer;

“Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a Subsidiary, or a division or strategic business unit of the Corporation, or may be applied to the performance of the Corporation relative to a market index, a group of other companies or a combination thereof, all as determined by the Board;

“Performance Share Unit” or “PSU” means any right granted under Section 5.1 of the Plan;

“Permitted Assign” has the meaning assigned to that term in NI 45-106;

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Plan” means this Neptune Wellness Solutions Inc. Equity Incentive Plan, as may be amended from time to time;

“QBCA” means the Business Corporations Act (Québec), as amended, or such other successor legislation which may be enacted, from time to time;

“Regulatory Authorities” means the Exchange and any other organized trading facilities on which the Corporation’s Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation;

“Restricted Period” means the period during which Restricted Shares are subject to restrictions as set out in the Award Agreement;

“Restricted Shares” means Shares granted to a Participant under Section 6.1 hereof that are subject to certain restrictions and to a risk of forfeiture;

“Restricted Share Unit” or “RSU” means a right to receive a Share or a Restricted Share granted, as determined by the Board, under Section 4.1;

“Securities Act” means the Securities Act (Québec), as amended, or such other successor legislation as may be enacted, from time to time;

“Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject, including, without limitation, the Securities Act;

Page 6 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

“Security Based Compensation Arrangement” has the meaning given to that term in the Company Manual of the Toronto Stock Exchange, as amended from time to time;

“Share” means one (1) common share without par value in the capital stock of the Corporation as constituted on the Effective Date or, in the event of an adjustment contemplated by ARTICLE 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

(i)

in the case of the resignation of the Participant as an Employee of the Corporation, the date that the Participant provides notice of his or her resignation as an Employee of the Corporation to the Corporation;

(ii)

in the case of the termination of the Participant as an Employee of the Corporation by the Corporation for any reason other than death, the effective date of termination set out in the Corporation’s notice of termination of the Participant as an Employee of the Corporation to the Participant;

(iii)

in the case of the termination of the written contract of the Consultant Participant to provide consulting services to the Corporation, the effective date of termination set out in any notice provided by one of the parties to the written contract to the other party; or

(iv)

the effective date of termination of a Director, Employee or Consultant pursuant to an order made by any Regulatory Authority having jurisdiction to so order;

provided that in the case of termination by reason of voluntary resignation by the Participant, such date shall not be earlier than the date that notice of resignation was received from such Participant, and “Termination Date” in any such case specifically does not mean the date on which any period of contractual notice, reasonable notice, salary continuation or deemed employment that the Corporation or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire; and

“U.S. Taxpayer” shall mean a Participant who is a U.S. citizen, U.S. permanent resident or individual providing services to the Corporation or its Subsidiaries in the U.S.

“VWAP” means the volume weighted average trading price of the listed Shares, calculated by dividing the total value by the total volume of Shares traded for a relevant period.

Page 7 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

2.2

Interpretation

(a)

Whenever the Board or, where applicable, the Committee is to exercise discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Board or the Committee, as the case may be.

(b)

As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c)

Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d)

Whenever any payment is to be made or action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on the next following Business Day.

(e)

In this Plan, a Person is considered to be a “Subsidiary” of another Person if:

(i)

it is controlled by,

(A)

that other, or

(B)

that other and one or more Persons, each of which is controlled by that other, or

(C)

two or more Persons, each of which is controlled by that other; or

(ii)

it is a Subsidiary of a Person that is that other’s Subsidiary.

(f)

In this Plan, a Person is considered to be “controlled” by a Person if:

(i)

in the case of a Person,

(A)

voting securities of the first-mentioned Person carrying more than 50% of the votes for the election of directors are held, directly or indirectly, otherwise than by way of security only, by or for the benefit of the other Person; and

(B)

the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned Person;

(ii)

in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned Person holds more than 50% of the interests in the partnership; or

(iii)

in the case of a limited partnership, the general partner is the second-mentioned Person.

Page 8 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

(g)

Unless otherwise specified, all references to money amounts are to Canadian currency.

(h)

This Plan is established under and the provisions of this Plan will be subject to and interpreted and construed in accordance with the laws of the Province of Québec.

(i)

The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3

ADMINISTRATION

3.1

Administration

Subject to Section 3.2, this Plan will be administered by the Board and the Board has sole and complete authority, in its discretion, to:

(a)

determine the individuals to whom grants under the Plan may be made;

(b)

make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Restricted Share Units, Performance Share Units, Deferred Share Units, Restricted Shares or Other Share-Based Awards) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

(i)

the time or times at which Awards may be granted;

(ii)

the conditions under which:

(A)

Awards may be granted to Participants; or

(B)

Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

(iii)

the price, if any, to be paid by a Participant in connection with the granting of Awards;

(iv)

whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of Awards, and the nature of such restrictions or limitations, if any; and

(v)

any acceleration of exercisability or vesting or Restricted Period, or waiver of termination regarding any Award, based on such factors as the Board may determine;

(c)

interpret this Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan; and

Page 9 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

(d)

make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

The Board’s determinations and actions within its authority under this Plan are conclusive and binding on the Corporation and all other persons. The day-to-day administration of the Plan may be delegated to such officers and employees of the Corporation or of a Subsidiary as the Board determines.

3.2

Delegation to Committee

To the extent permitted by applicable law and the Corporation’s articles, the Board may, from time to time, delegate to a committee (the “Committee”) of the Board, all or any of the powers conferred on the Board under the Plan. In connection with such delegation, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive. Notwithstanding any such delegation or any reference to the Committee in this Plan, the Board may also take any action and exercise any powers that the Committee is authorized to take or has power to exercise under this Plan.

3.3

Eligibility

All Employees, Consultants and Directors are eligible to participate in the Plan, subject to subsections 9.1(c) and 9.2(g). Eligibility to participate does not confer upon any Employee, Consultant or Director any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant or Director is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Board.

3.4

Board Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of Regulatory Authority, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

3.5

Participation

The Board may only grant Awards to an Employee or Consultant if such Employee or Consultant is a bona fide Employee or Consultant of the Corporation or a Subsidiary of the Corporation, as the case may be. The Board may, in its sole discretion, grant the majority of the Awards to Insiders of

Page 10 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

the Corporation. However, in no case will the grant of Awards under this Plan, together with any proposed or previously

existing Security Based Compensation Arrangement, result in (in each case, as determined on the Grant Date):

(a)

the number of Shares issuable to Insiders at any time exceeding twenty-five percent (25%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis); or

(b)

the number of Shares issued to Insiders within any twelve (12) month period exceeding twenty-five percent (25%) of the Corporation’s issued and outstanding Shares (on a non-diluted basis).

Any entitlement to acquire Shares granted pursuant to this Plan or any other Share Compensation Agreement prior to the Award holder becoming an Insider shall be excluded for the purposes of calculating the limits set out in Subsections 3.5(a) and (b) above.

3.6

Number of Shares Reserved

Subject to adjustment as provided for in ARTICLE 11 and any subsequent amendment to this Plan, the number of Shares reserved for issuance and which will be available for issuance pursuant to Awards granted under this Plan will equal 2.5% of the issued and outstanding Shares of the Corporation from time to time. Subject to the provisions and restrictions of this Plan, if any Award is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, the number of Shares in respect of which Award is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, as the case may be, will ipso facto again be immediately available for purchase pursuant to Awards granted under this Plan.

3.7

Award Agreements

All grants of Awards under this Plan will be evidenced by Award Agreements. Award Agreements will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Board may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to each Participant granted an Award pursuant to this Plan.

3.8

Non-transferability of Awards

No assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee (except that a Participant may transfer Awards to Permitted Assigns in a manner consistent with applicable tax and securities laws) and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. If any Participant has transferred Awards to a corporation pursuant to this Section 3.8, such Awards will terminate and be of no further force or effect if at any time the transferor should cease to own all of the issued shares of such corporation.

3.9

Dividend Equivalents

(a)

RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the

Page 11 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

dividend declared and paid per Share by the number of RSUs, PSUs and DSUs held by the Participant on the record date for the payment of such dividend, by (b) the Market Price on the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s accounts shall vest in proportion to the RSUs, PSUs and DSUs to which they relate.

(b)

The Board may in its discretion include in an Award Agreement applicable to an Other Share-Based Award a dividend equivalent right entitling the Participant to receive amounts equal to the normal cash dividends that would be paid, during the time such Award is outstanding and unexercised, on the Shares covered by such Award if such Shares were then outstanding and may decide whether such payments shall be made in cash, in Shares or in another form, whether they shall be conditioned upon the vesting of the Award to which they relate, the time or times at which they shall be made, and such other terms and conditions as the Board shall deem appropriate.

(c)

The foregoing does not obligate the Corporation to make dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

3.10

Permitted Assigns

Grants of Awards may be made to Permitted Assigns of Employees, Directors and Consultants and may be transferred by Employees, Directors and Consultants to a Permitted Assign of an Employee, Director or Consultant as applicable, except for U.S. Taxpayers, if transfer to a Permitted Assign would be prohibited by Section 409A of the Code. In any such case, the provisions of ARTICLE 9 shall apply to the Award as if the Award was held by the Employee, Director or Consultant rather than such person’s Permitted Assign.

In the event of the death of the Permitted Assign, the Award shall be automatically transferred to the Employee, Director or Consultant who effected the transfer of the Award to the deceased Permitted Assign.

ARTICLE 4

GRANT OF RESTRICTED SHARE UNITS

4.1

Grant of RSUs

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant RSUs to any Participant. The number of RSUs to be credited to each Participant’s account shall be computed by dividing (a) the Award Value, by (b) the Market Price of a Share on the Grant Date, with fractions rounded down to the nearest whole number.

4.2

Terms of RSUs

The Board shall have the authority to condition the grant of RSUs upon the attainment of specified Performance Goals, or such other factors (which may vary as between awards of RSUs) as the Board may determine in its sole discretion.

Page 12 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

4.3

Vesting of RSUs

The Board shall have the authority to determine at the time of grant, in its sole discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs, provided that no RSU granted shall vest and be payable after December 31 of the third calendar year following the year of service for which the RSU was granted.

4.4

Delivery of Shares

Unless otherwise specified in the Award Agreement, as soon as practicable following the expiry of the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, a share certificate representing the Shares issuable pursuant to the RSUs shall be registered in the name of the Participant or as the Participant may direct, subject to applicable securities laws.

ARTICLE 5

PERFORMANCE SHARE UNITS

5.1

Grant of PSUs

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant PSUs to any Participant. Each PSU will consist of a right to receive a Share upon the achievement of such Performance Goals during such performance periods as the Board will establish. The number of PSUs to be credited to each Participant’s account shall be computed by dividing (a) the Award Value, by (b) the Market Price of a Share on the Grant Date, with fractions rounded down to the nearest whole number.

5.2

Terms of PSUs

Subject to the terms of the Plan, the Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSU granted, the termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Board and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

5.3

Performance Goals

The Board will issue Performance Goals prior to the commencement of the performance period to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporation-wide, divisional or individual goals, or any other basis determined by the Board. The Board may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives if there is a subsequent material change in the Corporation’s business, operations or capital or corporate structure. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

Page 13 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

5.4

Delivery of Shares

Unless otherwise specified in the Award Agreement, as soon as practicable following the expiry of the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, a share certificate representing the Shares issuable pursuant to the PSUs shall be registered in the name of the Participant or as the Participant may direct, subject to applicable securities laws.

ARTICLE 6

RESTRICTED SHARES

6.1

Grant of Restricted Shares

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Restricted Shares to any Participant. The terms and conditions of each Restricted Shares grant shall be evidenced by an Award Agreement, which agreements need not be identical. The number of Restricted Shares to be credited to each Participant’s account shall be computed by dividing (a) the Award Value, by (b) the Market Price of a Share on the Grant Date, with fractions rounded down to the nearest whole number.

Subject to the restrictions set forth in Section 9.2, except as otherwise set forth in the applicable Award Agreement, the Participant shall generally have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote such Restricted Shares. Unless otherwise set forth in a Participant’s Award Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Shares shall be withheld by the Corporation for the Participant’s account, and shall be subject to forfeiture until released, in each case, to be released at the same time and in the same proportion as the lapse of restrictions on the Restricted Shares to which such dividends relate. Except as otherwise determined by the Board, no interest will accrue or be paid on the amount of any dividends withheld.

6.2

Restrictions on Transfer

In addition to any other restrictions set forth in a Participant’s Award Agreement, until such time that the Restricted Period for the Restricted Shares has lapsed pursuant to the terms of the Award Agreement, which Restricted Period the Board may in its sole discretion accelerate at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Shares. Notwithstanding anything contained herein to the contrary, the Board shall have the authority to remove any or all of the restrictions on the Restricted Shares whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Shares Award, such action is appropriate.

6.3

Separation of Service

Except as may otherwise be provided in the applicable Award Agreement, in the event of a Participant’s “separation from service” (within the meaning of Section 409A of the Code) with the Corporation or any of the Subsidiaries for any reason prior to the time that the Restricted Period

Page 14 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

for the Participant’s Restricted Shares has lapsed, as soon as practicable following such Separation from Service, the Corporation shall repurchase from the Participant, and the Participant shall sell, all of such Participant’s Restricted Shares for which the Restricted Period has not lapsed at a purchase price equal to the cash amount, if any, paid by the Participant for the Restricted Shares, or if no cash amount was paid by the Participant for the Restricted Shares, such Restricted Shares shall be forfeited by the Participant to the Corporation for no consideration as of the date of such separation from service.

ARTICLE 7

GRANT OF DEFERRED SHARE UNITS

7.1

Number of Deferred Share Units

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Deferred Share Units to any Participant; provided, however, to the extent required by applicable law (including, but not limited to, Section 409A of the Code), if any Participant is allowed an election to receive DSUs in lieu of other compensation, such election must be made in writing prior to the start of the calendar year during which services will be performed for which the compensation relates, or such later date as permitted in accordance with applicable law, including, but not limited to, Section 409A of the Code and the regulations thereunder. The number of DSUs to be credited to each Participant’s account shall be computed by dividing (a) the Award Value, by (b) the Market Price of a Share on the Grant Date, with fractions rounded down to the nearest whole number.

All Deferred Share Units received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The award of Deferred Share Units for a calendar year to a Participant shall be evidenced by an Award Agreement.

7.2

Issuance of Shares

DSUs shall be settled on the date established in the Award Agreement (the “Settlement Date”); provided, however that in no event shall a DSU Award be settled prior to the date of the applicable Participant’s Separation from Service. If the Award Agreement does not establish a date for the settlement of the DSUs, then the Settlement Date shall be the date of Separation from Service, subject to the delay that may be required under Section 12.8 below. On the Settlement Date for any DSU:

(a)

the Participant shall deliver a cheque payable to the Corporation (or payment by such other method as may be acceptable to the Corporation) representing payment of any amounts required by the Corporation to be withheld in connection with such settlement as contemplated by Section 12.3; and

(b)

the Corporation shall issue to the Participant one fully paid and non-assessable Share in respect of each Vested DSU being paid on such date.

Page 15 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

ARTICLE 8

OTHER SHARE-BASED AWARDS

8.1

Other Share-Based Awards

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Other Share-Based Awards to any Participant. Each Other Share-Based Award will consist of a right (1) which is other than an Award or right described in Article 4, 5, 6 or 7 above and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Board to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Board will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 8.1 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Board will determine.

ARTICLE 9

TERMINATION OF EMPLOYMENT OR SERVICES

9.1

Death or Disability

If a Participant dies or becomes Disabled while an Employee, Director or Consultant:

(a)

a portion of the next instalment of any Awards due to vest (or for which the Restricted Period is due to lapse) shall immediately vest (or cease to be restricted) such portion to equal to the number of Awards next due to vest (or cease to be restricted) multiplied by a fraction the numerator of which is the number of days elapsed since the date of vesting (or lapse of Restricted Period) of the last instalment of the Awards (or if none have vested or have ceased to be restricted, the Date of Grant) to the date of Disability or death and the denominator of which is the number of days between the date of vesting (or lapse of Restricted Period) of the last instalment of the Awards (or if none have vested or have ceased to be restricted, the Date of Grant) and the date of vesting (or lapse of Restricted Period) of the next instalment of the Awards;

(b)

unless otherwise determined by the Board and set forth in an Award Agreement, and subject to subsection (c), any Awards held by the Participant that are not yet vested (or for which the Restricted Period has not lapsed) at the date of Disability or death are immediately forfeited to the Corporation on the date of Disability or death; and

(c)

such Participant’s or Director’s eligibility to receive further grants of Awards under the Plan ceases as of the date of Disability or death.

Page 16 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

9.2

Termination of Employment or Services

(a)

Where a Participant’s employment or term of office or engagement with the Corporation or an Affiliate terminates by reason of the Participant’s death or Disability, then the provisions of Section 9.1 will apply.

(b)

Unless otherwise determined by the Board and set forth in an Award Agreement, where an Employee Participant’s employment terminates by reason of a Participant’s resignation, then any Awards held by the Participant that are not yet vested (or for which the Restricted Period has not lapsed) at the Termination Date are immediately forfeited to the Corporation on the Termination Date.

(c)

Unless otherwise determined by the Board and set forth in an Award Agreement, where an Employee Participant’s employment or term of office or engagement terminates by reason of termination by the Corporation or an Affiliate without cause (as determined by the Board in its sole discretion) (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then any Awards held by the Participant that are not yet vested (or for which the Restricted Period has not lapsed) at the Termination Date are immediately forfeited to the Corporation on the Termination Date.

(d)

Unless otherwise determined by the Board and set forth in an Award Agreement, where an Employee Participant’s or Consultant Participant’s employment or term of office or engagement is terminated by the Corporation or an Affiliate for cause (as determined by the Board in its sole discretion), or, in the case of a Consultant, for breach of contract (as determined by the Board in its sole discretion), then any Awards held by the Participant at the Termination Date (whether or not then vested or subject to a Restricted Period) are immediately forfeited to the Corporation on the Termination Date.

(e)

Unless otherwise determined by the Board and set forth in an Award Agreement, where a Director’s term of office is terminated by the Corporation for breach by the Director of his or her fiduciary duty to the Corporation (as determined by the Board in its sole discretion), then any Awards held by the Director at the Termination Date (whether or not vested or subject to a Restricted Period) are immediately forfeited to the Corporation on the Termination Date.

(f)

Where a Director’s term of office terminates for any reason other than death or Disability of the Director or a breach by the Director of his or her fiduciary duty to the Corporation (as determined by the Board in its sole discretion), the Board may, in its sole discretion, at any time prior to or following the Termination Date, provide for the vesting (or lapse of restrictions) of any or all Awards held by a Director on the Termination Date.

(g)

The eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the Participant with written notification that the Participant’s employment or term of service is terminated, notwithstanding that such date may be prior to the Termination Date.

Page 17 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

(h)

Unless the Board, in its sole discretion, otherwise determines, at any time and from time to time, Awards are not affected by a change of employment arrangement within or among the Corporation or a Subsidiary for so long as the Participant continues to be an employee of the Corporation or a Subsidiary, including without limitation a change in the employment arrangement of a Participant whereby such Participant becomes a Director.

9.3

Discretion to Permit Acceleration

Notwithstanding the provisions of Sections 9.1 and 9.2, the Board may, in its discretion, at any time prior to or following the events contemplated in such Sections, permit the acceleration of vesting (or Restricted Period) of any or all Awards, all in the manner and on the terms as may be authorized by the Board.

ARTICLE 10

CHANGE IN CONTROL

10.1

Change in Control

The Board shall have the right to determine that any unvested or unearned Restricted Share Units, Deferred Share Units, Performance Share Units or Other Share-Based Awards or Restricted Shares subject to a Restricted Period outstanding immediately prior to the occurrence of a Change in Control shall become fully vested or earned or free of restriction upon the occurrence of such Change in Control. The Board may also determine that any vested or earned Restricted Share Units, Deferred Share Units, Performance Share Units or Other Share-Based Awards shall be cashed out at the Market Price as of the date such Change in Control is deemed to have occurred, or as of such other date as the Board may determine prior to the Change in Control. Further, the Board shall have the right to provide for the conversion or exchange of any Restricted Share Unit, Deferred Share Unit, Performance Share Unit or Other Share-Based Award into or for rights or other securities in any entity participating in or resulting from the Change in Control.

ARTICLE 11

SHARE CAPITAL ADJUSTMENTS

11.1

General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Section would have an adverse effect on this Plan or on any Award granted hereunder.

Page 18 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

11.2

Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the Toronto Stock Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.3

Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust: (a) the number of Shares that may be acquired on the vesting of outstanding Awards and/or (b) the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the Toronto Stock Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.4

Immediate Acceleration of Awards

Where the Board determines that the steps provided in Sections 11.2 and 11.3 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate the Board may permit the immediate vesting of any unvested Awards and immediate lapse of any Restricted Period.

11.5

Issue by Corporation of Additional Shares

Except as expressly provided in this ARTICLE 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

11.6

Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under Section 11.2, 11.3 or dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

Page 19 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

ARTICLE 12

MISCELLANEOUS PROVISIONS

12.1

Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by a Participant, Director or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any stock exchange upon which the Shares may then be listed.

12.2

Participants’ Entitlement

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate. For greater certainty, all grants of Awards remain are not affected by reason only that, at any time, an Affiliate ceases to be an Affiliate.

12.3

Withholding Taxes

The granting or vesting or lapse of the Restricted Period of each Award under this Plan is subject to the condition that if at any time the Board determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or lapse of the Restricted Period, such action is not effective unless such withholding has been effected to the satisfaction of the Board. In such circumstances, the Board may require that a Participant pay to the Corporation such amount as the Corporation or an Affiliate is obliged to remit to the relevant taxing authority in respect of the granting or vesting or lapse of the Restricted Period of the Award. Any such additional payment is due no later than the date on which any amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate, as the case may be.

12.4

Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an employee, consultant or director of the Corporation or an Affiliate. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

12.5

Other Incentive Awards

The Board shall have the right to grant other incentive awards based upon Shares under this Plan to Participants in accordance with applicable laws and regulations and subject to regulatory approval, including without limitation the approval of the Exchange (to the extent the Corporation has any securities listed on the particular exchange), having such terms and conditions as the Board may determine, including without limitation the grant of Shares based upon certain conditions and the grant of securities convertible into Shares.

Page 20 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

12.6

Termination

The Board may, without notice or shareholder approval, terminate the Plan on or after the date upon which no Awards remain outstanding.

12.7

Amendment

(a)

Subject to the rules and policies of any stock Exchange on which the Shares are listed and applicable law, the Board may, without notice or shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(i)

making any amendments to the general vesting provisions or Restricted Period of each Award;

(ii)

making any amendments to the provisions set out in ARTICLE 9;

(iii)

making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Board shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(iv)

making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, having in mind the best interests of the Participants and Directors, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Board shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

(v)

making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Board shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

(b)

Subject to Section 10.1, the Board shall not materially adversely alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant, as the case may be.

(c)

Notwithstanding any other provision of this Plan, none of the following amendments shall be made to this Plan without approval of the Exchange (to the extent the Corporation has any securities listed on the particular Exchange) and the approval of shareholders in accordance with the requirements of such Exchange(s):

(i)

amendments to the Plan which would increase the number of Shares issuable under the Plan, except as otherwise provided pursuant to the

Page 21 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

provisions in the Plan, including Sections 11.2 and 11.3, which permit the Board to make adjustments in the event of transactions affecting the Corporation or its capital;

(ii)

amendments to the Insider participation limits set out under Section 3.5 hereof, except as otherwise provided pursuant to the provisions in the Plan, including Sections 11.2 and 11.3, which permit the Board to make adjustments in the event of transactions affecting the Corporation or its capital; and

(iii)

amendments to this Section 12.7.

Any amendment that would cause an Award held by a U.S. Taxpayer to fail to comply with Section 409A of the Code shall be null and void ab initio.

12.8

Section 409A of the Code

This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code and any regulations or guidance under that section. In no event will the Corporation be responsible if Awards under this Plan result in adverse tax consequences to a U.S. Taxpayer under Section 409A of the Code. Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is 6 months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such 6-month anniversary of such separation from service.

12.9

Requirement of Notification of Election Under Section 83(b) of the Code

If a Participant, in connection with the acquisition of Restricted Shares under the Plan, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Participant makes such an election, the Participant shall notify the Corporation of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

12.10

Indemnification

Every member of the Board will at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such member may sustain or incur by reason of any

Page 22 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

action, suit or proceeding, taken or threatened against the member, otherwise than by the Corporation, for or in respect of any act done or omitted by the member in respect of this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein.

12.11

Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

12.12

International Participants

With respect to Participants who reside or work outside Canada and the United States, the Board may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Board may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

12.13

Effective Date

This Plan becomes effective on a date to be determined by the Board.

12.14

Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

Lastly modified by the Board on July 8, 2019.

Lastly approved by the shareholders on August 14, 2019.

Page 23 of 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

SCHEDULE A

Award Agreement

Neptune Wellness Solutions Inc. (“Us” or “Our”) hereby grants the following Award(s) to you subject to the terms and conditions of this Award Agreement (the “Agreement”), together with the provisions of Our Equity Incentive Plan (the “Plan”) in which you become a “Participant”, dated January 30, 2013, all the terms of which are hereby incorporated into this Agreement:

Name and Address of Participant:

Date of Grant:

Type of Award:

Total Number Granted:

Vesting Date(s):

1.	The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Award Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

Each notice relating to the Award must be in writing and signed by the Participant or the Participant’s legal representative. All notices to US must be delivered personally or by prepaid registered mail and must be addressed to Our Corporate Secretary. All notices to the Participant will be addressed to the principal address of the Participant on file with US. Either the Participant or US may designate a different address by written notice to the other. Any notice given by either the Participant or US is not binding on the recipient thereof until received.

Nothing in the Plan, in this Agreement, or as a result of the grant of an Award to you, will affect Our right, or that of any Affiliate of Ours, to terminate your employment or term of office or engagement at any time for any reason whatsoever. Upon such termination, your rights to exercise Award will be subject to restrictions and time limits, complete details of which are set out in the Plan.

[4.	*Add a fixed payment date or permitted event for payment, for U.S. taxpayers*.]


NEPTUNE WELLNESS SOLUTIONS INC.

By:
		Authorized Signatory

I have read the foregoing Agreement and hereby accept the Award in accordance with and subject to the terms and conditions of the Agreement and the Plan. [I understand that I may review the complete text of the Plan by contacting either my Human Resources representative or the Office of the Corporate Secretary.] I agree to be bound by the terms and conditions of the Plan governing the Award.



Date Accepted				Signature

Page 24 sur 23

POLICIES & CHARTERS & PLANS\Equity Incentive Plans

Exhibit 10.3

OPTION AGREEMENT

THIS AGREEMENT made as of [DATE] (the “Effective Date”). BETWEEN:

NEPTUNE WELLNESS SOLUTIONS INC., a corporation incorporated under the laws of the Province of Québec,

(the “Corporation”)

- and -

[EMPLOYEE]

(the “Option Holder”)

WHEREAS the Corporation adopted the Plan for the purpose of providing the Corporation with a share- related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants of the Corporation, or any other Subsidiary of the Corporation, to reward such of those Directors, Employees and Consultants as may be granted Options under the Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation;

WHEREAS pursuant to the Plan, the Board has approved the granting to the Option Holder of an Option (as hereinafter defined) upon the terms and conditions of this option agreement (the “Option Agreement”);

WHEREAS all capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Plan;

NOW THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the Corporation and the Option Holder hereby agree as follows:

1.	Grant of Option

The Corporation hereby grants to the Option Holder, subject to the terms and conditions set forth in the Plan and this Option Agreement, the right and option (the “Option”) to purchase all or any part of an aggregate of up to Shares at an Exercise Price of $ [CAD] per Share expiring on [DATE].

2.	Vesting

Notwithstanding Section 1 above or any other provision of this Option Agreement, legal and beneficial title to the Option granted to the Option Holder hereunder, in respect of the Shares and all rights, privileges and benefits arising and flowing therefrom or to arise or flow therefrom hereafter, shall vest in

1 of 5

Option Agreement – [NAME] ([DATE])

the Option Holder and the Option Holder shall be entitled to exercise said Option to purchase the Shares only in the proportion and on the date (the “Vesting Date”) set out below, provided that the Option Holder is a Consultant or Employee or Director of the Corporation on such Vesting Date (and has been a Consultant or Employee or Director of the Corporation continuously from the date hereof):


Vesting Date	Number of Shares subject to the Option	Exercise Price



Total:

3.	Exercise of Option

3.1 Subject to the provisions of this Option Agreement, the Option may be exercised from time to time prior to the Expiry Date (as hereinafter defined) by delivery to the Corporation at its registered office of an executed Exercise Notice (attached hereto as Exhibit “I”) specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full, by bank draft or certified cheque, of the Exercise Price of the Shares then being purchased (in addition to any withholding amounts payable to the tax authorities in accordance to section 5.2 of the Plan) . Subject to any provisions of this Option Agreement to the contrary, certificates for such Shares shall be issued and delivered to the Option Holder within a reasonable time following the receipt of such notice and payment.

3.2 Notwithstanding any provisions contained in this Option Agreement, the Corporation’s obligation to issue Shares to the Option Holder pursuant to the exercise of the Option shall be subject to: (i) receipt of any required shareholder approval; (ii) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (iii) the admission of such Shares to listing on any stock exchange or market on which the Shares may then be listed; (iv) the receipt from the Option Holder of such representations, warranties, agreements and undertakings as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdictions; and (v) compliance with the terms and conditions of the Plan. Nothing contained in this Option Agreement shall be deemed to require the Corporation to apply for or obtain any such registration, qualification, approval or listing referred to above. The Option Holder hereby acknowledges and agrees that he has had access to such information as is necessary to enable him to evaluate the merits and risks of acquiring Shares pursuant to the exercise of the Option and that he is able to bear the economic risk of holding such Shares for an indefinite period.

4.	No Assignment

The Option is personal to the Option Holder and non-assignable (whether by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option contrary to the provisions of this Option Agreement, or upon the levy of any attachment or similar process upon the Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever.

2 of 5

Option Agreement – [NAME] ([DATE])

5.	Expiration

Subject to the terms and conditions set out in this Option Agreement, including the vesting conditions set out in Section 2 above and the termination provisions set out in Section 6 below, the Option Holder shall have the right to exercise the Option with respect to all or any part of the Shares to the extent vested at any time or from time to time after the date hereof and prior to the close of business on [DATE] (the “Expiry Date”). At the close of business on the Expiry Date, the Option shall forthwith expire and terminate and be of no further force or effect whatsoever with respect to the unexercised balance of the Shares available under the Option, whether vested or not.

6.	Termination of Employment; Death; Bankruptcy

In the event that the Option Holder ceases to be an Employee or Consultant of the Corporation, the Expiry Date of the Option will be governed by the terms and conditions set forth under Section 4 of the Plan.

7.	Rights as a Shareholder

An Option Holder shall not have any rights as a shareholder of the Corporation with respect to any of the Shares subject to the Option until the date of issuance of a certificate for such Shares upon the exercise of the Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

8.	Inconsistency with Plan

The Option Holder acknowledges receipt of a copy of the Plan and hereby agrees that, in the event of a conflict between the terms and provisions of this Option Agreement and the terms and conditions of the Plan, those of the Plan shall take precedence and shall govern the Options granted pursuant to this Option Agreement.

9.	Certain Adjustments

9.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board to such extent as they deem proper in their discretion. In such event, the number of, and the price payable for, the Shares that are then subject to the Option may also be adjusted by the Board to such extent, if any, as they deem proper in their discretion.

9.2 If at any time after the date of this Option Agreement and prior to the expiration of the term of the Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 9 of this Option Agreement, or the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor Corporation”), the Option Holder shall be entitled to receive upon the subsequent exercise of the Option in accordance with the terms of this Option Agreement and shall accept in lieu of the number of Shares to which he was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation

3 of 5

Option Agreement – [NAME] ([DATE])

(as the case may be) that the Option Holder would have been entitled to receive as a result of such reclassification, reorganization or other change or, subject to the provisions of subsection 9.1 of this Option Agreement, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

10.

Notice

All communications and payments provided for under this Option Agreement shall be in writing and shall be deemed to be given when delivered in person or deposited in the mail, first class, certified or registered, return receipt requested, with proper postage prepaid and delivered respectively to the Corporation’s head office or the Option Holder’s address as indicated in the Corporation’s registry, as the case may be.

11.

Time of Essence

Time shall be of the essence of this Option Agreement and each and every part hereof.

12.

Binding Effect

This Option Agreement shall inure to the benefit of and be binding upon the parties hereto, the successors of the Corporation and the executor, administrator, heirs and personal representatives of the Option Holder. This Option Agreement shall not be assignable by the Option Holder.

13.

Headings

The section headings contained in this Option Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Option Agreement.

14.

Amendment

This Option Agreement may be amended only by a written instrument signed by each of the parties hereto.

15.

Governing Law

This Option Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

16.

Duplicate Originals

It is hereby acknowledged by the parties hereto that this Option Agreement has been signed in duplicate only, one (1) original executed copy delivered to the Option Holder and one (1) delivered to the Corporation.

17.

Confidentiality

The Option Holder acknowledges that the Plan and this Option Agreement and the contents thereof are confidential and agrees, except as required by law, not to disclose the foregoing to any third parties without the written consent of the Corporation, which consent may not be unreasonably withheld.

4 of 5

Option Agreement – [NAME] ([DATE])

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement on the date first above written.


NEPTUNE WELLNESS SOLUTIONS INC.

By:
		Name:
		Title:


		[NAME]

5 of 5

Option Agreement – [NAME] ([DATE])

Exhibit 10.4

Award Agreement

Neptune Wellness Solutions Inc. (“Us”, “Our” or “Neptune”) hereby grants the following Award(s) to you subject to the terms and conditions of this Award Agreement (the “Agreement”), together with the provisions of Our Equity Incentive Plan (the “Plan”) in which you become a “Participant”, dated January 30, 2013, all the terms of which are hereby incorporated into this Agreement:

Name and Address of Participant:

Date of Grant:

Type of Award:

Total Number Granted:

Vesting Date(s):

Settlement Date: The Settlement Date shall be the date of separation from service, subject to the delay that may be required for certain U.S. taxpayers under Section 12.9 of the Plan.

1.	The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meaning ascribed in the Plan.

Each notice relating to the Award must be in writing and signed by the Participant or the Participant’s legal representative. All notices to Us must be delivered personally or by prepaid registered mail and must be addressed to Our Corporate Secretary. All notices to the Participant will be addressed to the principal address of the Participant on file with Us. Either the Participant or Us may designate a different address by written notice to the other. Any notice given by either the participant or Us is not binding on the recipient thereof until received.

Nothing in the Plan, in this Agreement, or as a result of the grant of an Award to you, will affect Our right, or that of any Affiliates of Ours, to terminate your employment or term of office or engagement at any time for any reason whatsoever. Upon such termination, your rights to exercise the Award will be subject to restrictions and time limits, complete details of which are set out in the Plan.

4.	This Agreement and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.

The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations have been and shall be drawn up in English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.


		1 of 2		Award Agreement_[DATE]


NEPTUNE WELLNESS SOLUTIONS INC.

By:

If you fail to complete and return this Agreement within fifteen (15) days of your receipt of the Agreement, Neptune reserves the right to revoke the crediting of the Awards granted to you under this Agreement.

I have read the foregoing Agreement and hereby accept the Award in accordance with and subject to the terms and conditions of the Agreement and the Plan. I have had the opportunity to review a copy of the Plan and agree to be bound by it and the terms of this Agreement. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan will govern and prevail. I understand that I am required to provide Neptune with all information (including personal information) Neptune requires to administer the Plan and I hereby consent to the collection of all such information by Neptune.




Date Accepted				Signature


		2 of 2		Award Agreement_[DATE]

Exhibit 10.5

INDEMNITY AGREEMENT

THIS AGREEMENT is made , 202

BETWEEN:

NEPTUNE WELLNESS SOLUTIONS INC., a corporation governed by the laws of the Province of Québec (the “Corporation”)

- and -

(“Indemnitee”)

RECITALS:

A.	Indemnitee is or has been a duly elected or appointed director or officer of the Corporation or, at the request of the Corporation, a duly elected or appointed director or officer of an Other Entity (as defined below);

The Corporation considers it desirable and in the best interests of the Corporation to enter into this Agreement to set out the circumstances and manner in which the Indemnified Party (as defined below) may be indemnified in respect of certain liabilities or expenses which the Indemnified Party may incur as a result of Indemnitee acting as a director or officer of the Corporation or Other Entity;

Indemnitee has agreed to serve or to continue to serve as a director or officer of the Corporation or Other Entity subject to the Corporation providing Indemnitee with directors’ and officers’ liability insurance and an indemnity against certain liabilities and, in order to induce Indemnitee to serve and to continue to so serve, the Corporation has agreed to provide the indemnity in this Agreement; and

D.	The by-laws of the Corporation contemplate that the Indemnified Party may be indemnified in certain circumstances.

THEREFORE, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1

Definitions

Whenever used in this Agreement, the following words and terms shall have the meanings set out below:

(a)

“Act” means the Business Corporations Act (Québec), as the same exists on the date of this Agreement or may hereafter be amended;

(b)

“Agreement” means this agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

(c)

“Business Day” means any day, other than a Saturday or Sunday, on which Schedule I Canadian chartered banks in Montréal (Québec) are open for commercial banking business during normal banking hours;

(d)

“Claim” includes any threatened, pending or completed civil, criminal, administrative, arbitrative or investigative or other action, suit or proceeding of any nature or kind in which the Indemnified Party is involved because of the Indemnified Party’s association with the Corporation or Other Entity, whether instituted by the Corporation, Other Entity or any other party (including, without limitation, any governmental entity), or any inquiry or investigation, whether instituted by the Corporation, Other Entity or any other party (including, without limitation, any governmental entity), that the Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding;

(e)

“Entity” means a corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit;

(f)

“Expenses” means all costs, charges, expenses, fees and obligations (including, without limitation, any legal, professional or advisory fees or disbursements) paid or incurred in connection with investigating, defending or participating (as a party, a witness or otherwise) in (including on appeal) or preparing to defend or participate in any Claim;

(g)

“Indemnified Party” means Indemnitee and the affiliates, heirs, attorneys, guardians, estate trustees, executors, trustees, administrators, successors, hires, distributes, legatees, permitted assigns and other successors of Indemnitee and successors (including any successor by reason of amalgamation) and any Entities that Indemnitee owns an interest in, including but not limited to, the Entities specified on Schedule A attached hereto;

(h)

“Losses” includes all Expenses, costs, charges, losses, damages, liabilities, obligations, and amounts paid (including, without limitation, all interests, assessments and other charges paid or payable in connecting with or in respect of any of the foregoing) to settle or dispose of any Claim or satisfy any judgment, fines, penalties or liabilities, without limitation, and whether incurred alone or jointly with others, including any amounts which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay in respect of the investigation, defence, settlement or appeal of or preparation for any Claim or in connection with any action to establish a right to indemnification under this Agreement, and for greater certainty, includes all taxes, interest, penalties and related outlays of the Indemnified Party arising from any indemnification of the Indemnified Party by the Corporation pursuant to this Agreement;

(i)

“Other Entity” means a Subsidiary and any other Entity, in respect of which the Indemnified Party was specifically requested by the Corporation to serve as a director, officer, employee, member, manager, trustee, agent or any other capacity or similar position of such Other Entity¹;

¹	I don’t think the language you added is correct. This would, for example, require Neptune to indemnify Michael for a Claim against App Connect, even where Neptune is not related to the Claim at all.

– 2 –

(j)

“Parties” means the Corporation and the Indemnified Party collectively and “Party” means any one of them; and

(k)

“Subsidiary” has the meaning set out in the Act.

1.2

Certain Rules of Interpretation

In this Agreement:

(a)

Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec.

(b)

Submission to Jurisdiction – Each Party submits to the exclusive jurisdiction and venue of any court of competent jurisdiction sitting in Montréal (Québec), and will comply with all requirements necessary to give such court jurisdiction over the parties and the controversy. Each of the Parties irrevocably waives, to the fullest extent it may effectively do so, the defence of an inconvenient forum to the maintenance of such action, application or proceeding.

(c)

Headings – Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(d)

Number – Unless the context otherwise requires, words importing the singular include the plural and vice versa.

(e)

Severability – If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.

(f)

Entire Agreement – This Agreement constitutes the entire agreement between the Parties and sets out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.

– 3 –

ARTICLE 2

REPRESENTATIONS

2.1

Representations of the Corporation

The Corporation represents and warrants to the Indemnified Party that:

(a)

Incorporation and Corporate Power – The Corporation is a corporation duly incorporated and existing under the laws of Canada and has all necessary corporate power, authority and capacity to enter into this Agreement, to carry out its obligations under this Agreement, to own its assets and to carry on its business as presently conducted.

(b)

Due Authorization – The execution and delivery of this Agreement and the performance of the obligations contemplated by this Agreement have been duly authorized by all necessary corporate action on behalf of the Corporation. This Agreement constitutes a valid and binding obligation of the Corporation enforceable against it in accordance with its terms.

(c)

No Conflict – The Corporation is not a party to, bound or affected by or subject to any:

(i)

indenture, mortgage, agreement, obligation or instrument;

(ii)

charter or by-law; or

(iii)

applicable law, statute, regulation, rule, order, ordinance, judgment, decree, licence or permit,

that would be violated, breached by, or under which default would occur or an encumbrance would be created as a result of the execution and delivery of this Agreement or the performance of any of the obligations provided for under this Agreement.

2.2

Representations of the Indemnified Party

The Indemnified Party represents and warrants to the Corporation that the Indemnified Party is not an undischarged bankrupt.

ARTICLE 3

INDEMNIFICATION BY CORPORATION AND

OBLIGATIONS OF INDEMNIFIED PARTY

3.1

Indemnification

(a)

General Indemnity – Except in respect of an action by or on behalf of the Corporation or Other Entity to procure a judgment in its favour against the

– 4 –

Indemnified Party, or except as otherwise provided in this Agreement, the Corporation agrees to indemnify and hold the Indemnified Party harmless, to the fullest extent permitted by law, including but not limited to the indemnity under the Act, or as such law may from time to time hereafter be amended to increase the scope of such permitted indemnification (but in no case less than the extent permitted under the law in effect as of the date hereof) from and against any and all Losses relating to, resulting from or arising out of any Claim, provided that the indemnity provided for in this Section 3.1(a) will only be available if:

(i)

the Indemnified Party was acting honestly and in good faith with a view to the best interests of the Corporation or Other Entity, as the case may be; and

(ii)

in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct was lawful.

(b)

Indemnity as of Right – Notwithstanding anything in this Agreement, the Indemnified Party is entitled to an indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the Indemnified Party in connection with the defence of any Claim, if the Indemnified Party:

(i)

was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the Indemnified Party ought to have done; and

(ii)

fulfils the conditions set out in Sections 3.1(a)(i) and (a)(ii) above.

(c)

Derivative Claims – In respect of any action by or on behalf of the Corporation or Other Entity to procure a judgment in its favour against the Indemnified Party, in respect of which the Indemnified Party is made a party because of the Indemnified Party’s association with the Corporation or Other Entity, the Corporation shall make application, at its expense, for the approval of a court of competent jurisdiction to advance monies to the Indemnified Party for Losses incurred by the Indemnified Party in connection with such action and to indemnify and save harmless the Indemnified Party for such Losses provided the Indemnified Party fulfils the conditions set out in Sections 3.1(a)(i) and (a)(ii) above and provided that such advance or indemnification is not prohibited under any applicable statute and provided the Indemnified Party shall repay such funds advanced if the Indemnified Party ultimately does not fulfil the conditions set out in Sections 3.1(a)(i) and (a)(ii) above.

(d)

Incidental Expenses – Except to the extent such costs, charges or Expenses are paid by the Other Entity, the Corporation shall pay or reimburse the Indemnified Party for the Indemnified Party’s reasonable travel, lodging or accommodation costs, charges or Expenses paid or incurred by or on behalf of the Indemnified Party in carrying out the Indemnified Party’s duties as a director or officer of the Corporation or Other Entity.

– 5 –

(e)

Specific Indemnity for Statutory Obligations – Without limiting the generality of the preceding Sections 3.1(a) through (d) of this Agreement, the Corporation agrees, to the extent permitted by law, to indemnify and save the Indemnified Party harmless from and against any and all costs, charges, expenses, fees, damages or liabilities arising by operation of statute and incurred by or imposed upon the Indemnified Party in relation to the affairs of the Corporation or Other Entity in the Indemnified Party’s capacity as a director or officer thereof, including but not limited to all statutory obligations to creditors, employees, suppliers, contractors, subcontractors, and any government or any agency or division of any government, whether federal, provincial, state, regional or municipal, provided that the indemnity provided for in this Section 3.1(e) will only be available if the Indemnified Party fulfils the conditions in Sections 3.1(a)(i) and (a)(ii) above.

(f)

Partial Indemnification – If the Indemnified Party is determined to be entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of the Losses incurred in respect of any Claim but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion thereof to which the Indemnified Party is determined by a court of competent jurisdiction to be so entitled. In connection with any determination as to whether the Indemnified Party is entitled to be indemnified hereunder, there will be a presumption that the Indemnified Party is so entitled, and the burden of proof shall, to the extent permitted by law, be on the Corporation to establish that the Indemnified Party is not so entitled.

(g)

Advance of Expenses – Subject to Section 3.1(c) of this Agreement, the Corporation may, at the request of the Indemnified Party, advance to the Indemnified Party sufficient funds, or arrange to pay on behalf of or reimburse the Indemnified Party for any costs, charges or Expenses which the Indemnified Party determines likely to be payable in connection with investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the advice of the Indemnified Party’s counsel or other professional advisors in regard to any Claim or other matter for which the Indemnified Party may be entitled to an indemnity or reimbursement under this Agreement, and such amounts shall be treated as a non-interest bearing advance or loan to the Indemnified Party, pending approval of the Corporation and the Court (if required), to the payment thereof as an indemnity and provided that the Indemnified Party fulfils the conditions set out in Sections 3.1(a)(i) and (a)(ii) above. In the event it is ultimately determined by a court of competent jurisdiction that the Indemnified Party did not fulfil the conditions set out in Sections 3.1(a)(i) and (a)(ii) above, or that the Indemnified Party was not entitled to be fully so indemnified, such loan or advance, or the appropriate portion thereof shall, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination, be repayable on demand.

3.2

Notice of Proceedings

The Indemnified Party shall, as a condition precedent to the Indemnified Party’s right to be indemnified under this Agreement, give notice in writing to the Corporation as soon as practicable upon being served with any statement of claim, writ, notice of motion, indictment, subpoena,

– 6 –

investigation order or other document commencing, threatening or continuing any Claim involving the Corporation, the Other Entity or the Indemnified Party which may result in a claim for indemnification under this Agreement, and the Corporation agrees to give the Indemnified Party notice in writing as soon as practicable upon it, or any Other Entity, being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document commencing or continuing any Claim involving the Indemnified Party. Such notice shall include a description of the Claim or threatened Claim, a summary of the facts giving rise to the Claim or threatened Claim and, if possible, an estimate of any potential liability arising under the Claim or threatened Claim. Failure by the Indemnified Party to so notify the Corporation of any Claim shall not relieve the Corporation from liability under this Agreement.

3.3

Subrogation

Subrogation – The Corporation: Promptly after receiving written notice from the Indemnified Party of any Claim or threatened Claim (other than a Claim by or on behalf of the Corporation or Other Entity to procure a judgment in its favour against the Indemnified Party), the Corporation may, and upon the written request of the Indemnified Party shall, by notice in writing to the Indemnified Party, assume conduct of the defence thereof in a timely manner and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in respect of the Claim. In the event the Corporation assumes conduct of the defence on behalf of the Indemnified Party, the Indemnified Party consents to the conduct thereof and of any action taken by the Corporation, in good faith, in connection therewith, and the Indemnified Party shall fully cooperate in such defence including, without limitation, the provision of documents, attending examinations for discovery, making affidavits, meeting with counsel, testifying and divulging to the Corporation all information reasonably required to defend or prosecute the Claim.

3.4

Separate Counsel

In connection with any Claim or other matter for which the Indemnified Party may be entitled to indemnity under this Agreement, the Indemnified Party shall have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof and the fees and disbursements of such counsel shall be at the Corporation’s expense.

3.5

Settlement of Claim

No admission of liability shall be made by the Indemnified Party without the consent of the Corporation and the Corporation shall not be liable for any settlement of any Claim made without its consent. No admission of liability and no settlement of any Claim in a manner adverse to the Indemnified Party shall be made without the consent of the Indemnified Party.

3.6

Determination of Right to Indemnification

If the payment of an indemnity or the advancement of funds under this Agreement requires the approval of a court, under the provisions of the Act or otherwise, either the Corporation or the Indemnified Party may apply to a court of competent jurisdiction for an order approving such indemnity or the advancement of such funds by the Corporation pursuant to this Agreement.

– 7 –

3.7

Other Rights and Remedies Unaffected

The indemnification and payment provided in this Agreement shall not derogate from or exclude any other rights to which the Indemnified Party may be entitled under any provision of the Act or otherwise at law, the articles or by-laws of the Corporation, the constating documents of any Other Entity, any applicable policy of insurance, guarantee or third-party indemnity, any vote of shareholders of the Corporation, or otherwise, both as to matters arising out of the Indemnified Party’s capacity as a director or officer of the Corporation or Other Entity, or as to matters arising out of any other capacity in which the Indemnified Party may act for or on behalf of the Corporation.

ARTICLE 4

INSURANCE

4.1

Liability Insurance

(a)

Insurance Policy – So long as Indemnitee is a director or officer of the Corporation or an Other Entity, the Corporation shall maintain at all times a directors’ and officers’ liability insurance with a responsible insurer, with a scope of coverage that is at least as broad, in all material respects, as the Corporation’s directors’ and officers’ liability insurance in place as of the date of this Agreement.²

(b)

Currency of Policy – The Corporation shall provide to the Indemnified Party a copy of each policy of insurance providing the coverages contemplated by this Section 4.1 promptly after such coverage is obtained, and shall promptly notify the Indemnified Party if the insurer cancels or refuses to renew such coverage (or any part of such coverage).

(c)

Coverage – The Corporation shall not do any act or thing (including changing insurers) or fail to do any act or thing, that could cause or result in a denial of insurance coverage or of any claim under such coverage; without limiting the generality of the foregoing, the Corporation shall give prompt and proper notice to the insurer of any claim against the Indemnified Party.

ARTICLE 5

MISCELLANEOUS MATTERS

5.1

Continuance

The Corporation shall give to the Indemnified Party fifteen (15) days’ notice of any application by the Corporation for a certificate of continuance in any jurisdiction, indicating the jurisdiction in which it is proposed that the Corporation will be continued and the proposed date of continuance. Upon receipt of such notice, the Indemnified Party may require the Corporation to agree to such amendments to this Agreement as the Indemnified Party, acting reasonably, considers necessary or desirable in order to provide the Indemnified Party with a comprehensive indemnity under the laws of the proposed jurisdiction of continuance.

²	More than this is already specified in the employment agreement for Michael and there’s no reason to specify this for other directors and officers.

– 8 –

5.2

Corporation and Indemnified Party to Cooperate

The Corporation and the Indemnified Party shall, from time to time, provide such information and cooperate with the other, as the other may reasonably request, in respect of all matters under this Agreement.

5.3

Effective Time

This Agreement shall be deemed to have effect as and from the first date that the Indemnified Party became a director or officer of the Corporation or Other Entity.

5.4

Insolvency

The liability of the Corporation under this Agreement shall not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Indemnified Party in any bankruptcy, insolvency, receivership or other similar proceeding of creditors.

5.5

Multiple Proceedings

No action or proceeding brought or instituted under this Agreement and no recovery pursuant thereto shall be a bar or defence to any further action or proceeding which may be brought under this Agreement.

ARTICLE 6

GENERAL

6.1

Term

This Agreement shall survive after the Indemnified Party has ceased to act as a director or officer of the Corporation or Other Entity.

6.2

Deeming Provision

The Indemnified Party shall be deemed to have acted or be acting at the specific request of the Corporation upon the Indemnified Party’s being appointed or elected as a director or officer of the Corporation or Other Entity.

6.3

Assignment

Neither Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party.

6.4

Enurement

This Agreement enures to the benefit of, is binding upon, and is enforceable by the Parties and the affiliates, heirs, attorneys, guardians, estate trustees, executors, trustees, administrators, successors, heirs, distributes, legatees, permitted assigns and other successors of the Indemnified

– 9 –

Party, any Entities that Indemnitee owns an interest in, including but not limited to, the entities specified on Exhibit A attached hereto, and the successors (including any successor by reason of amalgamation) and permitted assigns of the Corporation.

6.5

Amendments

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be so bound. For greater certainty, the rights of the Indemnified Party under this Agreement shall not be prejudiced or impaired by permitting or consenting to any assignment in bankruptcy, receivership, insolvency or any other creditor’s proceedings of or against the Corporation or by the winding-up or dissolution of the Corporation.

6.6

Notices

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail:

(a)

in the case of a Notice to the Indemnified Party, to the Indemnified Party’s address on file with the Corporation.

(b)

in the case of a Notice to the Corporation at:

Neptune Wellness Solutions Inc.

545 Promenade du Centropolis, Suite 100

Laval, Québec

H7T 0A3

Attention: Chairman

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. If the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Party in accordance with the provisions of this Section.

6.7

Further Assurances

The Corporation and the Indemnified Party shall, with reasonable diligence, do all things and execute and deliver all such further documents or instruments as may be necessary or desirable for the purpose of assuring and conferring on the Indemnified Party the rights created or intended by this Agreement and giving effect to and carrying out intention or facilitating the performance of the terms of this Agreement, or evidencing any loan or advance made pursuant to Section 3.1(g) hereof.

– 10 –

6.8

Independent Legal Advice

The Indemnified Party acknowledges that the Indemnified Party has been advised to obtain independent legal advice with respect to entering into this Agreement, that the Indemnified Party has obtained such independent legal advice or has expressly determined not to seek such advice, and that the Indemnified Party is entering into this Agreement with full knowledge of the contents hereof, of the Indemnified Party’s own free will and with full capacity and authority to do so.

6.9

Execution and Delivery

This Agreement may be executed by the Parties in counterparts and the counterparts may be executed and delivered by electronic means, with all counterparts together constituting one agreement.

6.10

Language

The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

IN WITNESS OF WHICH the Parties have duly executed this Agreement.


NEPTUNE WELLNESS SOLUTIONS INC.

By:
		Name: John Moretz
		Title: Chairman of the Board



[Witness to signature of Indemnified Party]				[NAME]

– 11 –

Schedule A

Entities

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of this 6^th day of July, 2019 by and between Michael Cammarata (the “Executive”) and Neptune Solutions Bien-Être Inc. and Neptune Holdings USA, Inc. (collectively, the “Company”).

WHEREAS, the Company and the Executive wish to enter into this Agreement to set forth the terms and conditions of the Executive’s employment with the Company.

NOW THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:

1. Term. The Executive’s employment hereunder will commence on July 8^th, 2019 (the “Effective Date”) and will continue for three (3) years thereafter, provided that on the third (3^rd) anniversary of the Effective Date and on each one (1) year anniversary thereafter (such date and each one-year anniversary thereafter, a “Renewal Date”) this Agreement shall be deemed to be automatically extended upon the same terms and conditions for successive one (1) year periods unless either party provides written notice of its intention to not extend the term of this Agreement at least ninety (90) days’ prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is referred to as the “Term”.

2. Position and Duties.

2.1 Position. During the Term, the Executive will serve as Chief Executive Officer of the Company (or acting Chief Executive Officer pending Health Canada security clearance) and will report to the board of directors of the Company (the “Board”). The Executive will have such duties, authority and responsibility as determined from time to time by the Board and as are reasonably consistent with the Executive’s position. The Executive will be a fiduciary of the Company and shall act at all times in the Company’s best interests.

2.2 Duties.

(a) During the Term, the Executive will devote substantially all of his business time and attention to the business of the Company, carry out his duties and responsibilities to the best of his ability and use his reasonable best efforts to promote the interests of the Company and its affiliates. All officers of the Company will report directly or indirectly to the Executive. The Executive may not engage in any outside business activities which significantly conflict or interfere with the performance of the Executive’s duties or obligations hereunder. To the best of his knowledge, the Executive shall disclose to the Board all board (or equivalent) or advisory roles held by the Executive that create a likely or actual conflict of interest and, if the likely or actual conflict of interest reasonably raises a significant concern with respect to compliance with applicable laws or regulations, on the request of the Board and after meaningful consultation with the Executive, the Executive will extricate himself from such likely or actual conflict of interest.

(b) Subject to Section 2.2(a), the Executive’s fiduciary duty to the Company and compliance with all applicable laws, and notwithstanding anything to the contrary in any policies or Code of Conduct of the Company, during the Term:

(i)

the Executive may (i) serve on the board of directors (or any similar governing body) of non-profit and for-profit companies, (ii) participate in

charitable, civic, educational, professional, community or industry organizations or affairs, (iii) continue to manage Executive’s current and future personal and family investments (including those conducted through the Executive’s family office), and (iv) engage in any other outside business activity (including, without limitation, acting as an advisor, consultant, or in a similar capacity), whether or not such activity is pursued for gain, profit or other pecuniary advantage; and

(ii)

nothing contained in any other agreement of the Company or any rule or policy of the Company shall restrict, impair or preclude any investment, management or other activity carried on by the Executive, the Executive’s family office and their respective affiliates, and the Company acknowledges and agrees that during the Term and thereafter (i) the Executive, his family office and their respective affiliates may currently hold or, in the future, may make investments in, or lend money to, third parties, including third parties in the same or similar line of business as the Company, and in connection with such investments or loans may serve on the board of directors (or any similar governing body) of any such third persons and/or may provide management, consulting or other services to such third parties and (ii) that, subject to the provisions of Section 7, the Executive, his family office and their respective affiliates may hold or make investments in, lend money to, serve on the board of directors (or any similar governing body) of or provide services to such third parties.

(c) Notwithstanding Section 2.2(a) or Section 16, the Company agrees that the Executive may concurrently act as Chief Executive Officer of Schmidt’s Naturals for up to ninety (90) days from the Effective Date so the Executive can transition away from such employment, provided the Executive uses his reasonable best efforts to uphold all of the Executive’s employment duties to the Company taking into account the Executive’s Chief Executive Officer role at Schmidt’s Naturals. For greater certainty, Executive may provide advisory services as an advisor, consultant, director or otherwise to Schmidt’s Naturals during and following such ninety (90) day period.

(d) On or as soon as practical following the Effective Date, the Executive will be appointed a director on the Board and the Company will include the Executive as a nominee for election as a director at each annual shareholder meeting during the Term. During the Term, the Executive agrees to act as a director on the Board and as a director and/or officer of affiliates of the Company without further compensation.

(e) The Executive will comply with all Company written rules and policies, including the Code of Conduct and Insider Trading Policy. The Company may, from time to time and in writing, amend, alter, change, delete or establish new rules and policies to meet the business needs of the enterprise. The Executive agrees that, immediately upon receiving notice and a copy of such revised policies, the Executive’s employment will be governed by such revised policies.

3. Place of Performance. The Executive’s place of employment will be the Executive’s residence or other office location in Florida as determined by the Executive, provided that the Executive will be expected to travel to and spend sufficient time in the Company’s corporate offices in order to properly supervise the Company’s management teams and accomplish the Company’s goals and strategies, as well as such other locations as may be required by the Company to operate and grow its business.

4. Compensation.

4.1 Base Salary. The Company will pay the Executive an annual base salary of one million dollars ($1,000,000) in accordance with the Company’s normal payroll practices but at least as frequently as monthly. The Executive’s base salary will be reviewed from time to time by the Board and the Board may, but will not be required to, increase the base salary during the Term. The Executive’s base salary, as in effect from time to time, may not be reduced and is referred to as “Base Salary”.

4.2 Annual Bonus. The Executive will be eligible to participate in the Company’s annual bonus program, with an annual target bonus opportunity of no less than 75% of Base Salary (“Target Bonus”). The annual bonus paid to the Executive in any year (a “Bonus”) will be determined based on the achievement of corporate and individual performance goals established by the Board in consultation with the Executive for each fiscal year, before the commencement of the fiscal year or within the first ninety (90) days of each fiscal year. A Bonus, if awarded, will be paid to the Executive no later than ninety (90) days after the end of the fiscal year for which such Bonus was earned. For 2019, the Executive shall be eligible to receive a pro-rated Bonus (calculated as the Bonus that would have been paid for the entire fiscal year, multiplied by a fraction, the numerator of which is equal to the number of days the Executive was employed by the Company in the applicable fiscal year and the denominator of which is equal to the total number of days in such year), and the applicable performance goals will be established within 90 days after the Effective Date.

4.3 Long Term Incentive Opportunity. The Executive will receive a long-term incentive in the form of a one-time cash payment from the Company of $15 million dollars less applicable withholdings (the “LTI”) payable if the Company’s US market capitalization (“EV”) based on the 30-day volume weighted average trading price of the Shares on NASDAQ is at least $1 billion (the “LTI Condition”) during the Term. The LTI will be paid to Executive within ten (10) days after the date on which the LTI Condition has been satisfied.

4.4 New Hire Equity Grants. In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on the Effective Date, and conditional on shareholder approval as set out below, the Company will grant the Executive, pursuant to the Company’s equity incentive plan, an aggregate twelve (12) million equity awards (“New Hire Equity Awards”) in the form of options and restricted stock units (“RSUs”), as set out below, as follows:

(a) 1,200,000 time-based RSUs that vest in equal monthly installments over a three (3) year period granted under the Company’s Equity Incentive Plan (the “EIP”);

(b) 1,600,000 time-based RSUs that vest in equal monthly installments over a three (3) year period granted as a special inducement award outside of the EIP with terms and conditions substantially similar to those set out in the EIP;

(c) 200,000 time-based options that vest in equal monthly installments over a three (3) year period granted under the Company’s Stock Option Plan (“Option Plan”);

(d) 1.2 million options granted under the Option Plan that vest as follows:

(i)

750,000 performance-based options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $500 million; and

(ii)

450,000 performance-based options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $1 billion; and

(e) conditional upon Shareholder Approval (as defined below), a grant of 3.5 million performance-based options under the Option Plan that vest as follows:

(i)

1,000,000 options that vest upon the Company’s achievement of an annual adjusted EBITDA of at least $40 million in any fiscal year;

(ii)

1,000,000 options that vest upon the Company’s achievement of an annual adjusted EBITDA of at least $65 million in any fiscal year;

(iii)

1,500,000 options that vest upon the Company’s achievement of an annual adjusted EBITDA of at least $90 million in any fiscal year;

(f) conditional upon Shareholder Approval (as defined below), a grant of 4.3 million performance-based options under the Option Plan that vest as follows:

(i)

800,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $1 billion;

(ii)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $2 billion;

(iii)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $2.5 billion;

(iv)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $3 billion;

(v)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $3.5 billion;

(vi)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $4 billion;

(vii)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $4.5 billion; and

(viii)

500,000 options that vest upon the Company’s achievement of an EV based on the 30-day volume weighted average trading price of the Shares on NASDAQ of at least $5 billion.

(g) all options included in the New Hire Grants will have a term of 10 years;

(h) the foregoing New Hire Equity Awards will be granted effective on the Effective Date based on a market price, including for purposes of the exercise price of the stock options, of the Company’s common shares equal to the 10-day volume weighted average price of the common shares of the Company as reported by TSX (calculated by dividing the total value by the total volume of securities traded for the ten (10) trading days before the date of grant) or, if greater, the closing price on the date of grant on the TSX or on NASDAQ, whichever is higher.

(i) the New Hire Equity Awards shall be set out in award agreements between the Company and the Executive which shall be in the form attached as Schedule B.

“Shareholder Approval” means approval by a majority of disinterested shareholders of the Company at a duly called meeting of shareholders of an increase in the limits under the Option Plan, and ratification of the grants in Section 4.4(e) and Section 4.4(f), all in accordance with the requirements of the Toronto Stock Exchange.

4.5 Annual Equity Grant. The Executive is not eligible for annual equity grants beyond those provided for in this Agreement until the EV of the Company exceeds $5 billion. Upon the Company’s achievement of an EV of at least $5 billion, the Executive will be eligible for discretionary annual equity grants commensurate with the grants issued to other senior executives of the Company.

4.6 Employee Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other senior executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company’s current Employee Benefit Plans include health, medical, dental, vision, life and disability insurance plans in which the Executive is eligible to enroll as of the 31^st day of employment. The Company reserves the right to amend or cancel any Employee Benefit Plans and its insurance carriers at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.7 Vacation. During the Term, the Executive will be entitled to four (4) weeks of paid vacation per calendar year (pro-rated for partial years). Vacation entitlements, as to usage, carryover and payment for unused vacation, shall be in accordance with the Company’s vacation policy as in effect from time to time.

4.8 Business Expenses. In accordance with the Company’s expense reimbursement policy, the Executive will be entitled to reimbursement for all reasonable business expenses incurred by the Executive in connection with the performance of his duties hereunder, including without limitation, business travel expenses, upon the Executive’s presentation of valid receipts, expense statements or other supporting documentation for such expenses as the Company may reasonably require. Notwithstanding anything to the contrary in the Company’s expense reimbursement policy, the Executive shall be reimbursed for (i) first-class or charter air transportation for Executive on airline and route, including direct flights, selected by Executive, (ii) first class hotel accommodations in a five-star hotel, (iii) exclusive ground transportation to and from airports and locations at which the Executive’s presence is required, (iv) dues for executive elite airline, health and social clubs and (v) premiums paid with respect to a personal Side A directors’ and officers’ insurance policy with a coverage limit of up to $15 million to the extent the Executive is not provided with such coverage pursuant to Section 4.9(b).

4.9 Indemnification/Insurance.

(a) The Executive and the Company shall enter into the indemnification agreement set forth in Schedule A hereto.

(b) During the Term and for a period of six (6) years thereafter, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage, including Side A coverage with a limit of $15 million, to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.

4.10 Reimbursement of Fees. The Company agrees to reimburse the Executive in respect of reasonable legal fees, accounting fees and other expenses incurred by the Executive in the course of negotiating and completing this Agreement, conditional upon the Executive’s provision of reasonable supporting invoices/receipts. Such reimbursements will be made within 10 days of receipt by the Company of the supporting invoices/receipts.

4.11 Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Executive to the extent required under any law, government regulation, or stock exchange listing requirement applicable to the Company The Company will make any determination for clawback or recovery in accordance with such law, regulation or listing requirement.

4.12 Taxation of Compensation.

(a) Executive and Company acknowledge that Executive will be rendering services hereunder as Chief Executive Officer for and on behalf of each corporation that constitute the Company. Company and Executive will work on an allocation methodology for the Executive’s compensation set forth in this Agreement based upon such measures as Company and Executive mutually agree that takes into consideration his work for each entity, does not violate any laws or regulations of any relevant jurisdiction or any stock exchange requirements on any exchange where Company shares are listed and for which an opinion has been received from a national accounting or law firm qualified to provide opinions on Canadian tax matters.

(b) Subject to the preceding paragraph, it is the intention of the parties that all stock option grants hereunder or the maximum amount approved by the Board be made in consideration of Executive’s services on behalf of Neptune Wellness Solutions Bien-Être Inc. (“Neptune”), that all RSU grants or the maximum amount approved by the Board be made in consideration of Executive’s services on behalf of Neptune Holdings USA, Inc. (“Holdings”), and that all cash bonuses and the LTI be allocated between each of Neptune and Holdings in such manner as determined by the Board immediately prior to payment, based upon Executive’s performance as Chief Executive Officer of each such corporation. Executive’s Base Salary shall be allocated between Neptune and Holdings after considering the factors set out in the preceding paragraph. Company and Executive reserve the right to mutually change the allocation of Base Salary from time to time.

5. Termination of Employment. The Term and the Executive’s employment under this Agreement may be terminated by either the Company or the Executive at any time and for any reason. Upon such termination, the Executive will be entitled to the compensation and benefits described in this Section 5 and will have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 For Cause. The Executive’s employment hereunder may be terminated by the Company for Cause. In the event of such termination, the Executive will be entitled to receive:

(a) any accrued but unpaid Base Salary and accrued but unused vacation in accordance with Company policy, which will be paid on the pay date immediately following the Termination Date (as defined below);

(b) reimbursement for unreimbursed business expenses properly incurred by the Executive, which will be paid in accordance with the Company’s expense reimbursement policy; and

(c) all other payments, benefits or fringe benefits to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit or fringe benefit plan as of the Termination Date, if any; provided that, in no event will the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein (Items 5.1(a) through 5.1(c) are referred to herein collectively as the “Accrued Obligations”).

For purposes of this Agreement, “Cause” means:

(i)

the Executive’s willful and repeated failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii)

the Executive’s willful and repeated failure to comply with any valid and legal directive of the Board;

(iii)

the Executive’s conviction of or plea of guilty or no lo contendere to a charge of embezzlement, misappropriation or fraud;

(iv)

the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) and which would damage the Company’s reputation or be incompatible with or impair the Executive’s ability to discharge his duties hereunder;

(v)

the Executive’s willful violation of a written policy of the Company which is materially injurious to the Company or its affiliates, including the Company’s Code of Conduct; or

(vi)

the Executive’s material breach of any obligation under this Agreement or any other written agreement between the Executive and the Company;

except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause. Notwithstanding anything in the foregoing to the contrary, Cause will not be considered to be the basis for the Executive’s termination unless the Executive has been given written notice of the facts alleged to give rise to Cause, an opportunity to appear before the Board with counsel, and the Board with the approval of at least two-thirds of the members of the Board (not counting the Executive), makes a written determination of Cause (which determination shall not be entitled to any deference or presumption).

For greater certainty, it is acknowledged and agreed that the Executive’s inability to act or to continue acting as CEO or acting CEO pending Health Canada security clearance or as a result of such security clearance being denied will not constitute Cause.

5.2 Resignation by Executive. The Executive’s employment hereunder may be terminated upon the Executive providing a notice of resignation with at least ninety (90) days’ written notice. In the event of any such termination, the Executive will be entitled to receive the Accrued Obligations and such other compensation and benefits as provided in this Agreement.

5.3 Non-Renewal by the Company/Termination Without Cause or for Good Reason. The Term and the Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good Reason. In the event of any such termination, or in the event the Company provides a notice of non-renewal to the Executive as set out in Section 1, then the Executive will be entitled to receive the Accrued Obligations, and subject to the Executive’s compliance with Sections 7 through 11 and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (a “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date, the Executive will be entitled to:

(a) an amount equal to:

(i) eighteen (18) months of the Executive’s then current Base Salary; plus

(ii) one and one-half (1.5) times the Executive’s then current Target Bonus;

payable in substantially equal installments for eighteen (18) months in accordance with the Company’s normal payroll practices, with the first such installment commencing on the payroll date following the date the Release becomes effective and irrevocable, provided that if the 60-day period spans two calendar years, the payments will commence in the second calendar year and will include all amounts that otherwise would have been paid had no delay been imposed;

(b) a pro-rated Bonus equal to the then-current Target Bonus for the year in which the Executive was terminated based on the number of days the Executive was employed, payable in a single lump sum on the payroll date following the date the Release becomes effective and irrevocable, provided that if the 60-day period spans two calendar years, the payment will be made in the second calendar year;

(c) a lump-sum payment equal to eighteen (18) months’ premiums at the rates in effect on the Termination Date for health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), less applicable withholding taxes, payable on the payroll date following the date the Release becomes effective and irrevocable, provided that if the 60-day period spans two calendar years, the payment will be made in the second calendar year;

(d) the treatment of the Executive’s outstanding equity awards shall be determined in accordance with the terms of the Company’s applicable equity incentive plan(s) and any applicable award agreements, except that notwithstanding the foregoing, and notwithstanding any term in the Company’s applicable equity incentive plan(s) or any applicable award agreements:

(i)

all of the Executive’s unvested equity awards shall continue to vest for eighteen (18) months from the Termination Date; and

(ii)

all of the Executive’s stock options shall remain exercisable for the remainder of their full term, as set out in the applicable award

agreement(s), provided that for certainty only vested stock options (including those that vest after the Termination Date) may be exercised by the Executive; and

(e) the Executive will continue to remain eligible to receive the LTI for eighteen (18) months after the Termination Date and, if the LTI Condition is met and fully satisfied within such period, the Executive will receive payment of the LTI within ten (10) days after the date on which the LTI Condition has been satisfied, provided the Release has become irrevocable as set out above and further, provided that if the 60-day period spans two calendar years, the payment will be made in the second calendar year.

For purposes of this Agreement, “Good Reason” shall mean the occurrence, of any of the following, in each case during the Term without the Executive’s written consent:

(i)

Executive is required to act as acting CEO pending Health Canada security clearance and if clearance is not obtained and he is unable to continue as CEO or acting CEO as a result;

(ii)

a reduction in the Executive’s Base Salary;

(iii)

a reduction in the Executive’s Target Bonus;

(iv)

any material breach by the Company of any provision of this Agreement;

(v)

a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law);

(vi)

failure of the Company to obtain Shareholder Approval;

(vii)

a change in the reporting structure so that not all of the officers of the Company report directly or indirectly to the Executive;

(viii)

a change in the Executive’s place of employment;

(ix)

Executive fails to be appointed to the Board or ceases to be a member of the Board as a result of any occurrence other than his voluntary resignation; or

(x)

a successor or assign of the Company fails to specifically assume the obligations of the Company under this Agreement, unless such obligations are binding on the successor or assign by operation of law.

The Executive cannot terminate the Executive’s employment for Good Reason unless the Executive has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within sixty (60) days of the Executive’s becoming aware of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If, after such thirty (30) day cure period the Executive believes that Good Reason still exists, the Executive has sixty (60) days to terminate the Executive’s employment, otherwise the Executive will be deemed to have waived the Executive’s right to terminate for Good Reason with respect to such grounds.

5.4 Change in Control. Notwithstanding any other provision contained herein, upon the occurrence of a Change in Control (as defined in the EIP), the Executive will be entitled to:

(a) payment of the LTI, if the LTI Condition has been met based on the implied EV under the Change in Control transaction for the Company as of immediately prior to closing of the Change in Control transaction, payable within ten (10) days following the date on which the Change in Control occurs;

(b) the treatment of the Executive’s outstanding equity awards shall be determined in accordance with the terms of the Company’s applicable equity incentive plan(s) or any applicable award agreements, except that notwithstanding the foregoing, and notwithstanding any term in the Company’s applicable equity incentive plan(s) or any applicable award agreements:

(i)

all of the Executive’s unvested equity awards shall become fully and 100% vested;

(ii)

all of the Executive’s equity awards that are stock options that have vested (including after giving effect to paragraph 5.4(b)(i) above), shall remain exercisable for the remainder of their full term, as set out in the applicable award agreement(s); and

(iii)

Notwithstanding the foregoing, the Executive will only vest in outstanding equity awards that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) if the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation section 1.409A-3(i)(5)(i).

5.5 Termination After a Change in Control. Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive as a voluntary resignation with or without Good Reason, by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (in all cases other than on account of the Executive’s death or disability, as that term is defined under any long-term disability plan maintained by the Company and covering the Executive), in each case within twenty-four (24) months following a Change in Control (as defined in the EIP), then the Executive will be entitled to receive the Accrued Obligations, and subject to the Executive’s compliance with Sections 7 through 11 and his execution of a Release and such Release becoming effective and irrevocable within 60 days following the Termination Date, the Executive will be entitled to:

(a) an amount equal to the sum of:

(i)

twenty-four (24) months of the Executive’s then-current Base Salary;

(ii)

two (2) times the Executive’s then current Target Bonus; and

(iii)

a pro-rated Bonus equal to the then current Target Bonus for the year in which the Executive was terminated based on the number of days the Executive was employed;

payable as a lump-sum in accordance with the Company’s normal payroll practices following the date the Release becomes effective and irrevocable, provided that if the 60-day period spans two calendar years, the payment will be made in the second calendar year; and

(b) a lump-sum payment equal to eighteen (18) months’ premiums at the rates in effect on the Termination Date for health coverage under COBRA, less applicable withholding taxes, payable on the payroll date following the date the Release becomes effective and irrevocable, provided that if the 60- day period spans two calendar years, the payment will be made in the second calendar year.

Notwithstanding the foregoing, if the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation section 1.409A-3(i)(5)(i), the amounts payable pursuant to Sections 5.5(a)(i) and (ii) of this Agreement will be payable in substantially equal installments for twenty- four (24) months in accordance with the Company’s normal payroll practices, with the first such installment commencing on the payroll date following the date the Release becomes effective and irrevocable, provided that if the 60-day period spans two calendar years, the payments will commence in the second calendar year and will include all amounts that otherwise would have been paid had no delay been imposed.

5.6 Death. The Executive’s employment hereunder will terminate automatically upon the Executive’s death during the Term. In the event of such termination, the Executive or the Executive’s estate or beneficiaries, as the case may be, will be entitled to receive the Accrued Obligations.

5.7 Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Term (other than termination pursuant to Section 5.5 on account of the Executive’s death) will be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 25. The Notice of Termination will specify (i) the termination provision of this Agreement relied upon, (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) the applicable Termination Date, which will take into account any cure period required under Section 5.1.

5.8 Termination Date. The Executive’s “Termination Date” will be:

(a) if the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b) if the Employee’s employment is terminated pursuant to an order made by any regulatory authority having jurisdiction to so order, the effective date specified in such order.

(c) if the Company terminates the Executive’s employment hereunder for any reason, the date specified in the Notice of Termination, provided that it shall not include any period of contractual notice, reasonable notice, salary continuation or deemed employment that the Company may be required at law to provide;

(d) if the Executive terminates his employment hereunder under Section 5.2, the date specified in the Notice of Termination, which will be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company reserves the right to waive all or any part of the 90-day notice period by giving written notice to the Executive of such waiver and payment of Base Salary in respect of the number of days’ notice waived, and for all purposes of this Agreement, upon such waiver, the Executive’s Termination Date will be determined by reference to any such waiver.

5.9 Section 280G.

(a) If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other

plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) (i) constitute ““parachute payments”“ within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s benefits under this Agreement shall be either (A) delivered, subject to any applicable tax or other withholdings, in full, or (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event that 280G Payments are to be reduced in accordance with this Section 5.9(a), 280G Payments will be reduced in the following order: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) option acceleration; (iv) RSUs; and (v) non- cash forms of benefits. To the extent any such payment is to be made over time (e.g., in installments, etc.), then the payments shall be waived in reverse chronological order.

(b) All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company and agreed to by the Executive (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

5.10 Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive will resign and be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

5.11 No Mitigation or Set-Off. Notwithstanding any other provision of this Agreement, no payments or benefits payable to the Executive pursuant to Sections 5.3 or 5.5 of this Agreement will be reduced by any payments, revenues or benefits received by the Executive from any other source whatsoever. Without limiting the generality of the foregoing, the parties acknowledge and agree that the Executive will not be required to mitigate damages by seeking other employment or otherwise, nor will any payment or benefit provided for under Section 5.3 or 5.5 be reduced in any respect in the event that the Executive secures or does not pursue alternative employment or gainful activity following the Executive’s termination of employment with the Company.

6. Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board and taking into account the Executive’s other duties and obligations, the Executive will, upon reasonable advance notice, cooperate with the Company in connection with matters arising out of the Executive’s service to the Company, including, without limitation, any litigation matters; provided that the Company will make reasonable efforts to minimize disruption of the Executive’s other activities. The Company will reimburse the Executive for reasonable expenses incurred in connection with such cooperation, including travel expenses, and will compensate the Executive at an hourly rate for all time spent on such matters based on the Executive’s Base Salary and Target Bonus as of the Termination Date.

7. Confidential Information. The Executive understands and acknowledges that during the course of employment with the Company, the Executive will have access to and will learn about confidential, secret, and proprietary documents, materials, and other information, in tangible and intangible form, of and relating to the Company and its businesses and existing and prospective customers, suppliers, investors, affiliates and other associated third parties (“Confidential Information”). The Executive further understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information by the Executive might cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.

Confidential Information includes all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to or used or proposed to be used in the business, affairs or property of the Company and its affiliates, including, without limitation (i) all information which is confidential based upon its nature or the circumstances surrounding its disclosure and which was acquired by the Executive during any period in which the Executive was affiliated with the Company in any capacity, including as an employee, and (ii) any confidential information relating to the Company’s and its affiliates’ business policies, processes and templates, strategies, operations, finances, plans or opportunities. The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information does not include information that is generally available to and known by the public at the time of disclosure to the Executive provided that, such disclosure is not through the Executive’s direct or indirect fault.

The Executive agrees not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever without the prior consent of an authorized officer acting on behalf of the Company (and then, such disclosure shall be made only within the limits and to the extent of such consent). Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information by the Executive in the course of performing his services under this Agreement or as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order and that the Executive promptly provide written notice of any such order and any such disclosure to an authorized officer of the Company.

Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

(i)

The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A)

is made (1) in confidence to an authorized federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

(B)

is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(ii)

If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive files any document containing trade secrets under seal and does not disclose trade secrets, except pursuant to court order.

8. Non-solicitation of Employees. During the Term and for eighteen (18) months after the Termination Date, the Executive will not, and will not assist, directly or indirectly any other person to (i) solicit or induce in any capacity any employee of the Company or any of its affiliates, or solicit or seek to persuade any employee of the Company or any of its affiliates, who works in a managerial, marketing, sales, distribution, research or senior capacity to discontinue such employment, or (ii) call on, solicit, induce, influence or encourage any independent contractor providing services to the Company or any of its affiliates to terminate or diminish its relationship with them. Notwithstanding the foregoing, (a) the Executive, his family office and their respective affiliates shall be permitted to conduct general, non- directed solicitation advertisements or web postings for employment, invite individuals to connect on LinkedIn or similar websites or utilize an independent employment search firm who has been instructed not to target employees of the Company or any of its affiliates and (b) the Executive, his family office and their respective affiliates may solicit to hire, and hire, any employee of the Company or any of its affiliates who was terminated by the same at any time after, and only after, the observance of a six (6) month no - contact period to commence upon such employee’s effective termination date.

9. Non-Solicitation of Customers. During the Term and for eighteen (18) months after the Termination Date, the Executive will not, and will not assist, directly or indirectly any other person to solicit the patronage of, or attempt to sell to any Restricted Customer or Prospective Customer for purposes of providing products or services competitive with the products and services offered by the Company. “Restricted Customer” means any individual, partnership, corporation or other legal entity to whom the Company sold products or provided services at any time during the 12 month period prior to the Termination Date and with whom the Executive communicated or about whom the Executive had knowledge of trade secrets or Confidential Information, and “Prospective Customer” means any individual, partnership, corporation or other legal entity from whom the Company solicited business at any time during the 12 month period prior to the Termination Date and with whom the Executive communicated or about whom the Executive had knowledge of trade secrets or Confidential Information.

10. Non-competition. Subject to the last sentence of Section 2.2(a), during the Term and for any of the twelve (12) months after the Termination Date, the Executive will not to engage in any Competitive Activity within the United States or Canada. “Competitive Activity” means to, directly or indirectly, in whole or in part, engage in, provide services to, or otherwise participate in, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, or any other similar capacity, any entity engaged in a business that is competitive with the business of the Company.

11. Non-disparagement. The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, or any of its employees, officers or directors. The Company also agrees and covenants that it will cause the officers, directors and spokespersons of the Company to not at any time make, publish or communicate to any person or entity in any public forum any defamatory or disparaging remarks, comments or statements concerning the Executive. Notwithstanding the foregoing, statements made (i) in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (ii) in the normal course of business and in connection with the Executive’s performance of his job duties (such as,

for example, providing negative performance feedback to direct reports) shall not be subject to this Section 11.

12. Acknowledgement.

12.1 The Executive acknowledges and agrees that (i) the services to be rendered by him to the Company are of a special and unique character, (ii) the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment, and (iii) the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

12.2 The Executive acknowledges and agrees that (i) the amount of his compensation reflects, in part, his obligations and the Company’s rights under Sections 7 through 11, (ii) that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith, and (iii) that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of Sections 7 through 11 or the Company’s enforcement thereof.

13. Remedies. In the event of a breach or threatened breach by the Executive of Section 7, Section 8, Section 9, Section 10 or Section 11, the Executive hereby consents and agrees that the Company will be entitled to seek, in addition to other available remedies, specific performance, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief will be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

14. Proprietary Rights.

14.1 Work Product. The Executive acknowledges and agrees that all writings, works of authorship, software, inventions, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Executive individually or jointly with others during the Term and directly and solely in the performance of the Executive’s job duties for the business or contemplated business or development of the Company (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing the same) (“course of employment”) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”) will be the sole and exclusive property of the Company. For purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, strategies, agreements, documents, contracts, terms of agreements, negotiations, manuals, reports, market studies, formulae, notes, communications, marketing information, advertising information and sales information. Notwithstanding the foregoing and for the avoidance of doubt, Work Product shall not include any books, writings, speeches or other works of authorship, technologies, software, inventions, designs, materials, artwork, content, concepts, processes, discoveries, or any other tangible or intangible intellectual property, including any “moral rights” or “artists rights” in any of the foregoing, created by Executive (whether alone or jointly with others) prior to the Effective Date of this Agreement or after the Effective Date of this Agreement if not created in the course of employment (collectively, the “Executive Work Product”). Company acknowledges and agrees that it shall have no rights in and to any of the Executive Work Product, or any income derived from the Executive Work Product, and shall not challenge the validity or ownership of the Executive Work Product.

14.2 Assignment of Rights. The Executive will promptly and fully disclose all Work Products to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Work Products. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Work Products to the Company and to permit the Company to enforce any patents, copyright or other proprietary rights to the Work Products. The Executive will not charge the Company for time spent in complying with these obligations, except for time spent following the Executive’s termination of employment hereunder, in which case the Company will reimburse the Executive for reasonable expenses incurred in connection with such cooperation, including travel expenses, and will compensate the Executive at an hourly rate for all time spent on such matters based on the Executive’s Base Salary and Target Bonus as of the Termination Date. All copyrightable works that the Executive creates, except for copyrightable works embodied in the Executive Work Product, will be considered “work made for hire”. The Executive irrevocably waives to the greatest extent permitted by law, for the benefit of the Company, all the Executive’s moral rights (if any) in the Work Products, including any right to the integrity of any Work Products, any right to be associated with any Work Products and any right to restrict or prevent the modification or use of any Work Products in any way whatsoever.

15. Return of Property. Upon (i) termination of the Executive’s employment for any reason, or (ii) the Company’s request at any time during the Executive’s employment, the Executive will return to the Company all property belonging to the Company and its predecessors, successors, affiliates or related companies, including all documents in any format whatsoever, including electronic format, that is in his possession or control, and the Executive agrees not to retain any copies of such property in any format whatsoever.

16. No Obligations to Former Employer. The Executive hereby acknowledges that the Executive is not under any obligation to any former employer or any person, firm, or corporation which would prevent, limit, or impair in any way the performance by the Executive of the Executive’s duties as an employee of the Company. Notwithstanding the foregoing, the Company acknowledges and agrees that Executive is subject to non-compete provisions as CEO of the Schmidt’s Naturals brand which restricts his ability to engage in the “development, production, manufacture, marketing, sale or distribution of natural deodorants, soaps, and toothpastes” or to compete with Schmidt’s businesses “in which [Executive] were materially involved[,] had material management responsibility and/or . . . held material confidential information” until after December 31, 2020. Until after December 31, 2020, the Company agrees that it shall use its reasonable best efforts to ensure that the Company’s activities do not result in a direct or indirect breach by Executive of his obligations not to engage in the “development, production, manufacture, marketing, sale or distribution of natural deodorants, soaps, and toothpastes” or to compete with Schmidt’s artificial intelligence project and its mouthwash, laundry, disinfectant wipes and cleaning spray businesses.

17. Governing Law. This Agreement, for all purposes, will be construed in accordance with the laws of the State of Florida without regard to conflicts of law principles.

18. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

19. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto will be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor will the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

20. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement will be held as unenforceable and thus stricken, such holding will not affect the validity of the remainder of this Agreement, the balance of which will continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by applicable law.

The parties expressly agree that this Agreement as so modified by the court will be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement will be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

21. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

22. Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

23. Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

24. Successors and Assigns. This Agreement is personal to the Executive and will not be assigned by the Executive. Any purported assignment by the Executive will be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company. This Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns, and the Company’s successors and assigns shall specifically assume the obligations of the Company under this Agreement, unless such obligations are binding on the successor or assign by operation of law.

25. Notice. Notices and all other communications provided for in this Agreement will be in writing and will be delivered personally or sent by registered or certified mail, return receipt requested, or by

overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Neptune Wellness Solutions Inc.

545 Promenade du Centropolis

Suite 100

Laval, Québec

H7T 0A3

Attention: Chairman

If to the Executive:

To his address on file with the Company

26. Representations and Warranties of the Executive. The Executive represents and warrants to the Company that:

26.1 The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound.

26.2 The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

26.3 The Executive has not (i) committed a “bad actor” event under Rule 506(d)(1) of Regulation D under the Securities Act of 1933, (ii) pled guilty to or been found guilty of an Offence, or served as a director, officer, promoter, insider, or control person of an entity at the time of events that resulted in the entity doing so, and (iii) is not currently subject to, or serving as a director, officer, promoter, insider, or control person of an entity that is currently subject to a current charge, indictment or proceeding for an Offence. For purposes of this Section 26.3, an “Offense” is : (a) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, (b) a summary conviction or indictable offence under the Criminal Code (Canada); (c) a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction, domestic or for foreign); or (d) an offence under the criminal legislation of any other jurisdiction outside of the United States and Canada.

27. Currency. All dollar amounts herein are in US dollars.

28. Withholding; Section 409A.

28.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state, provincial, territorial and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

28.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively,

“Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. Notwithstanding anything herein to the contrary: (i) if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company in consultation with the Executive that does not cause such an accelerated or additional tax. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A), and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place will be the termination date. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment.

29. Survival. Upon the termination of this Agreement, the respective rights and obligations of the parties hereto will survive such termination to the extent necessary to carry out the intentions of the parties under this Agreement.

30. Acknowledgment of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


NEPTUNE SOLUTIONS BIEN-ÊTRE INC.		NEPTUNE HOLDINGS USA, INC.

/s/ John M. Moretz		/s/ John M. Moretz
Per: John M. Moretz		Per: John M. Moretz
Chairman of the board		Chairman of the board

/s/ Michael Cammarata
MICHAEL CAMMARATA

Exhibit 10.7

LOGO

545 Promenade du Centropolis, Suite 100

Laval, Québec, Canada H7T 0A3

neptunecorp.com

Tel. : +1 450 687 2262

Fax. : +1 450 687 2272

Toll-free : 1 888 664 9166

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].

November 14, 2021

Michael Cammarata

146 Spyglass Lane

Jupiter, FL 33477

Re: Employment Agreement / Grant of Awards

Dear Michael,

Reference is made to the Employment Agreement, dated as of July 6, 2019 by and among you (“You” or the “Executive”) and Neptune Solutions Bien-Être Inc. and Neptune Holding USA, Inc. (collectively, the “Company”), as amended by that certain letter agreement dated as of January 4, 2021 (as amended, the “Existing Agreement”).

In consideration of the Executive entering into this letter agreement (the “Second Amendment”), the Company and the Executive agree with the following two alternative approaches:

Approach “A”: If the Company announces (the “Announcement) its entry into a binding agreement with [***], as approved by the Board of Directors of the Company, on or before December 31, 2021, then:

•

The Company will pay the Executive a gross cash payment of US$6,884,353; and

•

Neptune Wellness Solutions Inc. (“Neptune Wellness”) will grant an award to the Executive of 8,500,000 options to purchase common shares of Neptune Wellness (the “Options”) with the following terms and conditions:

•

100% vested immediately upon grant;

•

Expiring 120 days following the date of grant;

•

Exercise price shall be equal to the 10-day volume weighted average price of the common shares of Neptune Wellness prior to the date of grant as reported by the higher of the TSX or Nasdaq (calculated by dividing the total value by the total volume of securities traded for the ten (10) trading days before the date of grant).

•

The Options will be granted promptly following the Announcement (and no later than two full trading days following the Announcement).

Approach “B”: If there is no Announcement on or before December 31, 2021, then:

•

Negotiation in good faith for up to 30 days following December 31, 2021, at the end of which time:

•

(i) on January 31, 2022, Neptune Wellness shall grant the Executive a gross amount of US$3,442,177 in vested restricted share units (the “RSUs”) pursuant to Neptune Wellness’ Equity Incentive Plan, with the aggregate number of shares determined by dividing US$3,442,177 by the 10-day volume weighted average price of the common shares of Neptune Wellness prior to January 31, 2022 as reported by the higher of the TSX or Nasdaq (calculated by dividing the total value by the total volume of securities traded for the ten (10) trading days before January 31, 2022) (the “1/31/2022 VWAP”); provided that, if the Company is not able to make the grant in full, then the Company shall pay the balance in cash on January 31, 2022; and

•

(ii) the Executive shall receive the gross amount of US$3,442,176 in the form of either vested RSUs, with the aggregate number of shares determined by dividing US$3,442,176 by the 1/31/2022 VWAP, or cash paid by the Company. Any RSUs or cash paid under this clause (ii) shall occur as soon as reasonably practicable after January 31, 2022 but no later than July 31, 2022.

•

The Executive’s right to receive the amounts hereunder shall survive the termination of employment of the Executive.

•

The Company shall use its best efforts ability to accelerate the grant and vesting of the RSUs, if applicable.

The parties agree that, upon the satisfaction of either Approach “A” or “Approach “B”, the Company shall have no further obligation to the Executive with respect to Section 4.8(v) and Section 4.9(b) of the Existing Agreement with the respect only to the Executive’s third contractual year.

For the avoidance of doubt, the foregoing does not limit the Company’s obligations to indemnify the Executive pursuant to any indemnity agreement entered into between the Executive and the Company or such other indemnification obligations as may be specified in the Company’s charter documents from time to time.

Subject to the foregoing, all terms and conditions of the Existing Agreement (including Section 28.2 thereof) shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto and the parties hereby reaffirm and ratify the Existing Agreement as amended by this Second Amendment.

With respect to all amounts payable hereunder, the Company shall withhold US taxes from all such amounts to the maximum extent permitted by law and provide the Executive the applicable net amount. The terms, provisions and conditions of this Second Amendment shall be binding

upon and inure to the benefit of each respective party and their respective legal representatives, successors and assigns. The parties understand and agree that this Second Amendment is contingent upon approval by the Board of Directors of the Company. If this Second Amendment is not so approved, then the agreements made hereunder are null and void ab initio, and each of the parties fully reserve their rights under the Existing Agreement.

If the foregoing is acceptable, please execute where indicated below and return to the Company.

Sincerely,

NEPTUNE SOLUTIONS BIEN-ÊTRE INC.

/s/ Randy Weaver

Name: Randy Weaver

Title: Interim Chief Financial Officer

NEPTUNE HOLDINGS USA, INC.

/s/ Randy Weaver

Name: Randy Weaver

Title: Interim Chief Financial Officer

Accepted and Agreed:

/s/ Michael Cammarata

Michael Cammarata

Exhibit 10.8

LOGO

Interim Services Agreement

September 23, 2021

John Moretz, Chairman of the Board

Neptune Wellness Solutions, Inc.

545 Promenade Du Centropolis

Suite 100

Laval A8 H7T 0A3

Canada

Via email: j.moretz@neptunecorp.com

Dear John:

CSuite Financial Partners (“CSuite”) is pleased that Neptune Wellness Solutions, Inc., a corporation organized under the laws of Quebec, (“Neptune,” “Company,” “you” or “your”) has selected CSuite to provide you with an Interim Chief Financial Officer. The services (the “Services”) are summarized in this letter agreement and Exhibit A attached hereto and incorporated herein (collectively, the “Agreement”) and will be performed by Randy Weaver (the “Resource). The Services will begin on or about September 27, 2021.

Engagement. The Resource will be a mutually approved CSuite partner or employee, qualified to perform the Services. CSuite will be solely responsible for determining the terms and payment of compensation and benefits for the Resource. You will be solely responsible for providing the Resource day-to-day supervision and direction necessary for the successful and timely completion of the Services. CSuite will have no oversight, control, or authority over the Resource with respect to the Services. Company acknowledges that it is solely responsible for determining the sufficiency of the Services for its purposes. The Company will designate Michael Cammarata, CEO, to be responsible for overseeing and reviewing the Services and the Resource will report directly to such designated individual during the course of this engagement.

Services. The Company hereby engages CSuite and the Resource to provide Services to the Company and the Company’s subsidiaries. Resource shall devote substantially all his working time and efforts to the business and affairs of the Company and its affiliates and understands that as the Chief Financial Officer of a publicly traded corporation, Resource is an officer of the Company and as such, owes a fiduciary duty to the Company and its shareholders and for compliance with US and Canadian securities laws and regulations, including, without limitation, compliance with Sarbanes Oxley and the signing by Resource as CFO of the Company’s securities filings. Resource further understands and agrees that his duties include the following:

(a)

Resource will consult on various accounting and financial reporting matters with the Company’s Board of Directors, the officers of the Company, and the Company’s administrative staff, at reasonable times, and will act as an external CFO providing the Company with the necessary support to complete the financial reporting responsibilities of the Company, to the reasonable satisfaction of the Company. Resource shall have such authority and power, and responsibilities, as are

customary for the position of CFO, including, without limitation, being authorized to sign, along with at least one of such person designated by the Board of Directors of the Company (the “Board”), for and on behalf of the Company, all checks and negotiable instruments and all other documents required or that may be required, from time to time, by banking institutions as well as being appointed to do business with Computershare Investor Services on behalf of the Company;

(b)

Resource shall be responsible for the accuracy of the Company’s financial results, including reviewing interim and annual financial statements and preparation for the Company’s year-end audit of its financial statements;

(c)

Negotiation, review, execution and approval of contracts with employees, consultants and third parties; and

(d)

Resource may have additional duties as determined by the Board from time to time, consistent with the foregoing.

Fee. You will pay CSuite an hourly fee of $225.00 USD.

As a condition to providing the Services, CSuite requires a security deposit of $15,000 (the “Deposit”), which will only be used by us under the limited circumstances described on Exhibit A. The Deposit is due upon the execution of this Agreement.

If the Resource is traveling to the Company for work, his hourly rate shall be billed at 50%.

Hiring Fees. You may hire the Resource at any time as your employee during the term of this engagement. The placement fee due upon hiring the Resource is 25% of the new employee’s starting base.

Expenses. You will reimburse the Resource directly for all reasonable and customary travel and out-of- pocket expenses incurred in connection with this Agreement.

Compliance with Policies and Laws. Resource shall abide by all the Company’s policies and procedures, including without limitation Company’s code of business conduct and ethics. Resource will comply, with all laws applicable to the Company, including without limitation securities laws and regulations.

CSuite appreciates the opportunity to serve you and believes this Agreement accurately reflects our mutual understanding of the terms upon which the Services will be provided. CSuite would be pleased to discuss this Agreement with you at your convenience.

If the foregoing is in accordance with your understanding, please sign a copy of this Agreement and return it to my attention.


Sincerely,	Accepted & agreed:
	Neptune Wellness Solution, Inc.

/s/ Arthur J. Cohen

	Sign:	/s/ John Moretz
Arthur J. Cohen
Founder, National Managing Partner

	Name:	John Moretz, Chairman of the Board

	Date:	September 23, 2021

316 44^th St. • Manhattan Beach, CA 90266 • www.CSuiteFinancialPartners.com

RATIFICATION AND CONSENT

I, Randy Weaver, have read and am familiar with all the terms of the foregoing Interim Services Agreement (the “Agreement”) and in order to induce the parties to enter into said Agreement, I consent to the execution thereof, ratify and confirm in my individual capacity all terms and conditions thereof, agree to be bound by all terms and conditions thereof that relate to me as an individual and agree that I shall render all services and perform all obligations as are necessary to enable CSuite Financial Partners and to comply with their obligations under said Agreement.


Dated 9/23/2021						/s/ Randy Weaver
						Randy Weaver

316 44^th St. • Manhattan Beach, CA 90266 • www.CSuiteFinancialPartners.com

Exhibit A

Interim Services Agreement Standard Terms and Conditions

1. Payment Terms. CSuite will prepare invoices in arrears on the 1^st and 16^th of the month. Payments to CSuite shall be made within five (5) days of receipt of invoice by check or by electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by CSuite from time to time in its sole and absolute discretion. Any amounts not paid when due will be immediately assessed a service charge equal to the lesser of (i) one and one-half percent (1.5%) or (ii) the maximum amount allowed under applicable law with a similar charge assessed every ensuing thirty (30) day period until such amounts are paid in full.

2. Deposit. In the event of a breach of this Agreement by the Company, CSuite will be entitled to apply the Deposit to its or the Resource’s damages resulting from such breach. Upon the expiration or termination of this Agreement, CSuite will return to the Company the balance of the Deposit remaining after application of any amounts to damages.

3. Effective Dates. This Agreement will be effective as of the earlier of (i) the date CSuite begins providing Services to the Company, and (ii) date hereof.

4. Termination. Either party may terminate this Agreement by providing the other party a minimum of five

(5) days written notice. CSuite will continue to provide, and the Company will continue to pay for, the Services until the effective date of such termination; provided, however, that in the event CSuite terminates this Agreement, CSuite will ensure that Resource will continue to provide CFO services to the Company (which the Company shall pay for in accordance with the terms hereof), if requested by the Company, for a period of 30 days from the date it provides such notice..

Notwithstanding the foregoing, CSuite may terminate this Agreement immediately upon written notice to the Company if: (i) the Company is engaged in or asks CSuite or any Resource to engage in or ignore any illegal or unethical activity, or (ii) the Company fails to pay any amounts due to us under the Agreement when due, and the Company may terminate this Agreement immediately upon written notice to the CSuite if: (i) the Resource is engaged in or asks the Company or any of its employees, directors or affiliates to engage in or ignore any illegal or unethical activity.. In the event that the Resource ceases to be a Partner or employee of CSuite, or becomes incapacitated in a manner that renders the Resource unable to provide materials Services, upon the mutual agreement of the parties, the Resource may be replaced by another CSuite professional.

5. Hiring the Resource after Termination of the Agreement. If, within the twelve (12) month period following the termination or expiration of this Agreement, Company or any of its parents, subsidiaries or affiliates employs any Resource, or engages any Resource as an independent contractor (collectively, the “Retention”), Company will promptly pay CSuite a placement fee in an amount equal to twenty-five percent (25%) of CSuite’s Annualized Fees (as defined below) within 30 days of the Retention. For purposes herein, “Annualized Fees” means the annualized base compensation if hired as an employee.

6. Warranties and Disclaimers. Except as otherwise expressly set forth herein, it is understood that CSuite does not have any obligation, contractual or otherwise, to Company other than to provide the Services using commercially reasonable efforts in accordance with industry standards. CSuite disclaims all representations and warranties, whether express, implied or statutory, including, but not limited to any warranties of quality, performance, merchantability, or fitness of use or purpose. Without limiting the foregoing, CSuite makes no representation or warranty with respect to the Resource or the Services provided hereunder, and understands that the Resource will report to and take instructions from the Company CEO and will not be responsible for any action

316 44^th St. • Manhattan Beach, CA 90266 • www.CSuiteFinancialPartners.com

taken by you in following or declining to follow any of the Resource’s advice or recommendations. The Services provided by CSuite and the Resource hereunder are for the sole benefit of Company and not any third parties. The Services will not constitute an audit, review, opinion, or compilation, or any other type of financial statement reporting or attestation engagement that is subject to the rules of the AICPA or other similar state or national professional bodies or laws and will not result in an opinion or any form of assurance on internal controls. It is incumbent on you to report any unsatisfactory performance of the Resource on a timely basis. If you are unsatisfied with the performance of the Resource, you may terminate the Resource or seek a replacement Resource. All services performed up through the notification of unsatisfactory performance will be considered valid and collectible.

7. Limitation of Liability and Indemnity.

(a) CSuite’s liability in any and all categories and for any and all causes arising under this Agreement, or in any way related to this Agreement, whether based in contract, tort, negligence, strict liability or otherwise, will, in the aggregate, not exceed the actual fees paid by you to CSuite over the previous two (2) months of the Agreement. In no event will CSuite be liable for incidental, consequential, punitive, indirect or special damages, including, without limitation, interruption or loss of business, profit or goodwill. As a condition for recovery of any liability, you must assert any claim against CSuite within three (3) months after discovery or sixty (60) days after the termination or expiration of the applicable Schedule under which the liability arises, whichever is earlier.

(b) You agree to indemnify CSuite and the Resource to the full extent permitted by law for any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they are incurred, in connection with any cause of action, suit, or other proceeding arising in any way out of the provision of services to you pursuant to this Agreement.

8. Directors and Officers Insurance. During the term of this Agreement, Company will provide directors and officers liability insurance coverage for the Resource serving as an officer or executive of Company at no additional cost to CSuite or the Resource. Furthermore, Company will maintain such insurance coverage with respect to occurrences arising during the term of this Agreement for at least five (5) years following the termination or expiration of the Agreement or will purchase a directors and officers extended reporting period or “tail” policy to cover the Resource for such five (5) year period. Company’s directors and officers’ insurance must be primary and non-contributory. Upon the execution of this Agreement and at any other time requested by CSuite, Company will provide CSuite a certificate of insurance evidencing that Company is in compliance with the requirements of this paragraph.

9. Governing Law, Arbitration, and Witness Fees.

(a) This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws provisions.

(b) All controversies, disputes or proceedings between the parties arising out of or related to this Agreement or the relationship of the Parties under this Agreement irrespective of the type of claim, shall be determined by binding arbitration under expedited procedures set forth in JAMS Comprehensive Arbitration Rules and Procedures as those rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. A Party may initiate an arbitration proceeding by sending written notice of such to the other Party (the “Arbitration Demand”). That notice shall specify the nature of the dispute. The arbitration shall be held in Los Angeles County, California and administered by JAMS’ nearest office. All disputes relating to discovery which cannot immediately be resolved by the Parties to the dispute shall be submitted to the arbitrator for an expedited ruling. The arbitration shall be conducted by a single arbitrator mutually acceptable to the Parties to the dispute. If the Parties to the dispute are unable to agree upon a single arbitrator within twenty (20) days of receipt of an Arbitration Demand, then the arbitration shall be conducted by a single arbitrator appointed by JAMS in accordance

316 44^th St. • Manhattan Beach, CA 90266 • www.CSuiteFinancialPartners.com

with its rules. Notwithstanding any of the foregoing, the arbitrator may not award any incidental, indirect, consequential or punitive damages, which includes, but is not limited to, damages for lost profits. The decision of the arbitrator shall be final and binding on all parties.

(c) If the Resource is requested or authorized by Company or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against Company or by Company against a third party, and at the time, this Agreement is terminated, Company will, so long as CSuite is not a party to the proceeding for which the information is sought, reimburse CSuite for its member’s or employee’s professional time (based on customary rates) and expenses, as well as the fees and expenses of its counsel, incurred in responding to such requests.

10. Miscellaneous.

(a) This Agreement is the entire agreement between the parties for professional services and supersedes any and all agreements, whether oral or written, between the parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both parties.

(b) If any portion of this Agreement is found to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement and will not cause the invalidity or un-enforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either party of a material portion of its bargain.

(c) Neither party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, pandemic, labor dispute, or other cause beyond such party’s reasonable control.

(d) Company may not assign its rights or obligations under this Agreement without the express written consent of CSuite.

(e) Company agrees to reimburse CSuite for all legal fees, costs and expenses (including cost of appeal or petitions) incurred by CSuite related to the interpretation, enforcement or collection of any amounts due under this Agreement.

316 44^th St. • Manhattan Beach, CA 90266 • www.CSuiteFinancialPartners.com

Exhibit 10.9

LOGO

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 10, 2021 between Neptune Holdings USA Inc., a Delaware corporation (“Employer”) and Neptune Solutions Bien-Etre Inc. (in English, Neptune Wellness Solutions Inc.) (the “Company”), and John S. Wirt (the “Employee”) (collectively referred to as the “Parties”).

RECITALS:

WHEREAS this Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the Parties hereto relating to the subject matter hereof.

WHEREAS the Employee has valuable skills and experience which will be of assistance to the Company in managing its business in the challenging and rapidly changing business environment in which it operates.

WHEREAS the Company has offered the Employee employment on the terms set out in this Agreement and the Employee has accepted the Company’s offer on the date hereof.

WHEREAS, as set forth in Section 1.2 below, this Agreement is contingent upon approval by the board of directors of the Company (the “Board”), a successful verification, at the Company sole discretion, of criminal, education, drug and/or employment background of the Employee, vetting of Square Ring, Inc., a Delaware corporation, Epic Sports & Entertainment, Inc., a Florida corporation, and Content Group, AG, a Swiss corporation, and the Employee understands and agrees that this Agreement can be rescinded by the Company based upon data received in the verification.

THEREFORE, for good and valuable consideration, the Parties agree as follows:

DUTIES AND RESPONSIBILITIES

1.1.

Employment

The Company hereby engages the Employee as the Executive Vice President, Legal & Business Affairs (Chief Legal Officer and General Counsel) for the Company, subject to the approval of the Board of Directors and, as set forth in Section 1.2, vetting of Employee and Square Ring, Inc., a Delaware corporation, Epic Sports & Entertainment, Inc., a Florida corporation, and Content Group, AG, a Swiss corporation. The Employee will carry out those duties, responsibilities and reporting requirements which are ordinarily expected of such position and such other reasonable duties as may from time to time be assigned by the Company. This position reports to the Chief Executive Officer of the Company (“CEO”). Employee agrees to serve, if requested, and without additional compensation or benefits, as an officer

LOGO

for affiliates of the Company.

1.2.

Board Approval; Hire Date; Term

This Agreement is contingent upon: (i) its approval by the board of directors of the Company (the “Board”), (ii) successful verification, at the Company’s sole discretion, of the Employee passing the Company’s standard criminal, education, drug and/or employment background checks of the Employee (based on the Company’s existing policies and procedures), and (iii) the Company’s vetting of Square Ring, Inc., a Delaware corporation, Epic Sports & Entertainment, Inc., a Florida corporation, and Content Group, AG, a Swiss corporation, for criminal, financial or regulatory issues that could cause the Employee to be unsuitable, in the sole discretion of the Board, for the role of General Counsel of the Company. In the event of a failure of any of the contingencies set forth in this paragraph the Company reserves the right to rescind this Agreement by action of the Board, upon which time it shall be null and void, provided that, the Employee shall be paid any accrued and unpaid base salary set forth in Section 2.1, and further provided that, the Company’s rescission right shall expire at the close of business on the twentieth (20^th) business day following the date this Agreement is fully executed by the Parties. The Employer shall be the Employee’s employer of record.

This Agreement shall be for an initial term commencing on August 16, 2021 (the “Hire Date”) and continuing until the third anniversary of the Hire Date (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. However, if the Hire Date has not occurred by August 16, 2021, the Board does not approve this Agreement, or if Employee dies or becomes disabled prior to the Hire Date, this Agreement will be of no force and effect and the Company will have no obligations whatsoever hereunder (with respect to payments or otherwise).

To the extent the Employee’s employment with the Company continues after the end of the Term, such employment will be on an at-will basis, and the payments and/or benefits referenced in Section 1.3.3 (a), (b) and (c) shall not apply to such continued employment.

1.3

Termination of Employment

The Term and the Employee’s employment under this Agreement may be terminated by either Party at any time and for any reason. Upon such termination prior to the expiration of the Term, the Employee will be entitled to the compensation and benefits described in this Section 1.3, as applicable, and will have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

1.3.1.

For Cause.

Prior to the expiration of the Term, this Agreement and the Employee’s employment hereunder may be terminated by the Company for Cause. In the event of such termination, the Employee will be entitled to receive:

(a) any accrued but unpaid Base Salary prorated through the date of termination plus accrued but unused vacation in accordance with Company policy, which will be paid on the pay date immediately following the Termination Date (as defined below);

(b) reimbursement for unreimbursed business expenses properly incurred by Employee and compliant with Company policy, which will be paid in accordance with the Company’s

LOGO

expense reimbursement policy; and

(c) all other unpaid payments, benefits or fringe benefits the Employee has earned, vested, and is owed under the terms of any applicable compensation arrangement or benefit or fringe benefit plan as of the Termination Date, if any (including, for the avoidance of doubt, any equity awards subject to their written terms); provided that, in no event will the Employee be entitled to any payments in the nature of severance or termination payments except if specifically provided herein (Items 1.3.1(a) through 1.3.1(c) are referred to herein collectively as the “Accrued Obligations”).

For purposes of this Agreement, “Cause” means:

(i) the Employee’s willful and repeated failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) the Employee’s willful and repeated failure to comply with any valid and legal directive of the Chief Executive Officer and/or the Board;

(iii) the Employee’s conviction of or plea of guilty or nolo contendere to a charge of embezzlement, misappropriation or fraud;

(iv) the Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or any crime which would damage the Company’s reputation or be incompatible with or impair the Employee’s ability to discharge his duties hereunder (in any event, other than a violation of U.S. federal law related to the possession of cannabis provided it is lawful under applicable state law);

(v) the Employee’s willful violation of a written policy of the Company which is materially injurious to the Company or its affiliates, including the Company’s Code of Conduct;

(vi) conduct by the Employee that constitutes willful fraud, willful dishonesty or willful misconduct in the performance of Employee’s duties;

(vii) the Employee’s material breach of any obligation or representation under this Agreement or any other written agreement between the Employee and the Company;

(viii) the Employee does not qualify for or obtain a Health Canada security clearance;

(ix) the Employee being found unsuitable for, or having been denied, a license to practice law in any jurisdiction required by the Company, or being disbarred or suspended from the practice of law in any jurisdiction in the United States or foreign court of competent jurisdiction;

(x) the Employee is charged with a crime involving moral turpitude or involving the unlawful theft or conversion of substantial monies or property of another, or the Employee engages in conduct that brings or is reasonably likely to bring the Company or its affiliates negative publicity or into public disgrace, embarrassment, or disrepute, in

LOGO

each case, that results in material injury to the Company;

(xi) the knowing misstatement by the Employee of the financial records of the Company or its affiliates or complicit actions in respect thereof;

(xii) the Employee’s involvement with Square Ring, Inc., a Delaware corporation, Epic Sports & Entertainment, Inc., a Florida corporation, and Content Group, AG, a Swiss corporation, which materially impacts Employee’s ability to fulfill his duties for the Company or its affiliates, or that gives rise to material harm or reputational damage to the Company or its affiliates;

(xiii) the Employee’s breach of any fiduciary duty, acceptance of any concurrent employment or director position without the prior written consent of the Board, or failure to devote his full time and attention to the Company or its affiliates;

(xiv) the Employee’s violation, as determined by the Board, of any securities or employment laws, rules, or regulations that results in material harm or reputation to the Company; and/or

(xv) A proceeding or enforcement action is brought by a governmental body or agency that seeks to remove the Employee from his role as a director or officer of the Company or any of its affiliates or otherwise ban or suspend the Employee from being an officer or director of any company.

Except for a failure, breach, refusal, or occurrence, which, by its nature, cannot reasonably be expected to be cured, the Employee shall have thirty (30) business days from the delivery of written notice by the Company within which to cure any of the foregoing acts or situations constituting Cause. If this Agreement is terminated by the Company for Cause in accordance with the terms of this Agreement, then the Employee shall have no further rights against the Company under this Agreement, except for the right to receive the Accrued Obligations. The Employee shall continue to be fully bound by his continuing obligations in this Agreement including, but not limited to, all of the Employee’s covenants in Article 3 herein.

1.3.2 Resignation by Employee.

Prior to the expiration of the Term, the Employee’s employment hereunder may be terminated upon the Employee providing a notice of resignation with at least thirty (30) days’ written notice. In the event of any such termination, the Employee will only be entitled to receive the Accrued Obligations. The Employee shall continue to be fully bound by his continuing obligations in this Agreement including, but not limited to, all of the Employee’s covenants in Article 3 herein.

1.3.3 Termination Without Cause Prior to Expiration of Term.

The Term and the Employee’s employment hereunder may be terminated by the Company without Cause. In the event of any such termination prior to the expiration of the Term, then the Employee will be entitled to receive the Accrued Obligations, and subject to the Employee’s compliance with his continuing obligations in this Agreement, including covenants in Article 3 of this Agreement, and his execution of a general release of claims in favor of the Company, its affiliates and their respective officers and board members in a form substantially similar in form

LOGO

and content to Schedule B (the “Release”) and such Release becoming effective and irrevocable, then the Employee will also be entitled to:

(a) the Company will continue to pay the Employee’s Base Salary for a period of twelve (12) months (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period with respect to the Salary Continuation Period and in accordance with the Company’s payroll practices, but with the first installment commencing on the payroll date following the date the Release becomes effective and irrevocable. However, should such termination occur in anticipation of or on or following a “Change in Control,” then the Salary Continuation Period shall be increased from twelve (12) months to eighteen (18) months;

(b) provided the Employee elects group health plan continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of COBRA premiums for a period not to exceed the COBRA Premium Period at the rates in effect on the Termination Date for health coverage under COBRA, less applicable withholding taxes, payable on the payroll date of each month following the date the Release becomes effective and irrevocable. The “COBRA Premium Period” ends on the earliest of: (i) the Salary Continuation Period; (ii) the date Employee and his eligible dependents become eligible for group health insurance coverage through a new employer; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event the Employee becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, the Employee must immediately notify the Company of such event. In no event will the COBRA Premium Period exceed the Salary Continuation Period, and the Employee shall be responsible for electing COBRA coverage; and

(c) if the Employee’s Bonus for the immediately prior year has not been paid to Employee, the Company will pay such unpaid Bonus (as defined below), paid based on actual performance and payable when others are paid.

Notwithstanding the forgoing, and subject to any 6 month delay required pursuant to Section 4.6 provided Section 409A is applicable, if any payment pursuant to this Section 1.3.3, is subject to Section 409A (as defined below) and the timing of Employee’s execution and delivery of the Release could affect the calendar year in which any amount of any payment is made because the date of termination occurred toward the end of a calendar year, then no portion of said payments shall be paid until the Company’s first payroll payment date in the year following the year in which Employee’s termination occurs (for the avoidance of doubt, any amounts that would otherwise be payable during such delay shall be payable (without interest) when the first payment is made).

For purposes of this Section 1.3.3, a “Change in Control” means a Change in Control as defined in the Stock Plan (as defined below).

In the event of a termination pursuant to this Section 1.3.3, Employee, however, shall continue to

LOGO

be fully bound by his continuing obligations in this Agreement including, but not limited to, all Employee covenants in Article 3 herein. Should the Employee violate any provision or covenant in Article 3 of this Agreement, then the Employee shall not be entitled to any of the payments or benefits referenced in Section 1.3.3 (a)—(c), and any such payments or benefits will cease.

1.3.4 Death or Permanent Disability.

If this Agreement is terminated due to the death of the Employee, or his permanent Disability (as that term is defined under any long-term disability plan maintained by the Company and covering the Employee), then the Employee (or his heirs or beneficiaries) shall have no further rights against the Company under this Agreement, except for the right to receive (i) the Accrued Obligations, (ii) if the Employee’s Bonus (as defined below) for the immediately prior year has not been paid to Employee, the Company will pay the unpaid Bonus from the immediately prior year, paid based on actual performance and payable when others are paid. Employee, or his heirs or beneficiaries, shall continue to be fully bound by the continuing obligations of this Agreement. After a termination by the Company due to death or permanent Disability, the Company shall pay to Employee or his designated beneficiary (or, if no beneficiary has been designated by the Employee in writing, to his estate) the Accrued Obligations and other payments described above, which shall be paid within thirty (30) days of the date of termination (or as otherwise described above), or such earlier time as may be required by law. The Employee’s spouse shall be his designated beneficiary for purposes of this subsection unless the Employee provides a different designated beneficiary in writing to the Company.

1.3.5 Notice of Termination.

Any termination of the Employee’s employment hereunder by the Company or by the Employee during the Term (other than termination pursuant to Section 1.3.4 on account of the Employee’s death) will be communicated by written notice of termination (“Notice of Termination”) to the other party hereto. The Notice of Termination will specify (i) the termination provision of this Agreement relied upon, (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) the applicable Termination Date, which will take into account any cure period required under Section 1.3.

1.3.6 Termination Date.

The Employee’s “Termination Date” will be:

(a) if the Employee’s employment hereunder terminates on account of the Employee’s death, the date of the Employee’s death;

(b) if the Employee’s employment is terminated pursuant to an order made by any regulatory authority having jurisdiction to so order, the effective date specified in such order;

(c) if the Company terminates the Employee’s employment hereunder for any reason, the date specified in the Notice of Termination, provided that it shall include any period of contractual notice, reasonable notice, or right to cure in Section 1.3.1 above (if applicable); and

(d) if the Employee terminates his employment hereunder under Section 1.3.2, the date

LOGO

specified in the Notice of Termination, which will be no less than 30 days following the date on which the Notice of Termination is delivered; provided that, the Company reserves the right to waive all or any part of the 30-day notice period by giving written notice to the Employee of such waiver and waiver of payment of Base Salary in respect of the number of days’ notice waived, and for all purposes of this Agreement, upon such waiver, the Employee’s Termination Date will be determined by reference to any such waiver

1.3.7 Section 280G.

(a) If any of the payments or benefits received or to be received by the Employee (including, without limitation, any payment or benefits received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) (i) constitute “parachute payments“ within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employee’s benefits under this Agreement shall be either (A) delivered, subject to any applicable tax or other withholdings, in full, or (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event that 280G Payments are to be reduced in accordance with this Section 1.3.7(a), 280G Payments will be reduced in the following order: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) option or other equity award acceleration if applicable; (iv) RSUs if applicable; and (v) noncash forms of benefits. To the extent any such payment is to be made over time (e.g., in installments, etc.), then the payments shall be waived in reverse chronological order.

(b) All calculations and determinations under this Section 1.3.7 shall be made by an independent accounting firm or independent tax counsel appointed by the Company and agreed to by the Employee (either of which shall be referred to hereinafter as the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Employee for all purposes. For purposes of making the calculations and determinations required by this Section 1.3.7, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Employee shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 1.3.7. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Employee acknowledges and agrees that no agreement or arrangement between Employee and the Company (including the execution and delivery of this Agreement) shall entitle Employee to become or remain in the employment of the Company or affect the right of the Company to terminate Employee’s employment at any time and for any reason.

1.3.8. Termination of Employee’s Employment Upon or Following Expiration of Three-Year

LOGO

Term.

To the extent the Employee’s employment with the Company continues after the end of the Term, such employment will be on an at-will basis. If, upon or following the third anniversary of the Hire Date, the Employee’s employment terminates for any reason whatsoever, Employee shall only be entitled to the Accrued Obligations and Employee shall have no further rights against the Company under this Agreement. To the extent such termination is a result of Employee’s resignation, Employee agrees to provide a notice of resignation with at least thirty (30) days’ written notice; provided that, the Company reserves the right to waive all or any part of the 30-day notice period by giving written notice to the Employee of such waiver and waiver of payment of Base Salary in respect of the number of days’ notice waived, and for all purposes of this Agreement, upon such waiver, the Employee’s Termination Date will be determined by reference to any such waiver.

Employee shall continue to be fully bound by the restrictive covenants in Article 3 herein.

1.3.9. Effects of Termination.

The termination of the Employee’s employment with the Company will terminate all obligations of the Employee to render services on behalf of the Company, provided that: (a) the Employee will maintain the confidentiality of all Confidential Information acquired by the Employee during his employment in accordance with this Agreement; and (b) the Employee’s obligations under the provisions of Article 3 of this Agreement will survive termination of this Agreement or termination of Employee’s employment. No other payments or benefits will be payable by the Company to the Employee, except as may be set forth in this Agreement.

Upon termination of the Employee’s employment for any reason, the Employee shall (i) upon the request of the Company, re-confirm and acknowledge the Employee’s agreement to be bound by the covenants and restrictions in Article 3, (ii) promptly return all Company property and records, in whatever form, to the Company, and provide written assurances that Employee has not copied or retained copies of Confidential Information or Trade Secrets and (iii) upon the request of the Company, immediately resign from any and all director or officer positions he may hold with the Company or its affiliates.

1.4 Full Time and Attention and Fiduciary

The Employee shall devote substantially all his working time and efforts to the business and affairs of the Company and its affiliates. As such, the Employee agrees by, or before the Hire Date, either to (i) divest from his current clients, (ii) arrange with co-counsel to undertake substantially all of the work of a particular matter(s) (with Employee providing only big picture legal advice and strategy) or (iii) with respect to matters that will not require more than an insignificant amount of Employee’s time (for the avoidance of doubt, including without limitation divesting from current clients and making arrangements with co-counsel), to wind up such matter as soon as reasonably practicable following the Hire Date. With respect to any such matters that continue after the Hire Date, Employee agrees that he will take time off (using vacation or on an uncompensated basis if no accrued vacation remains) and will report to the CEO as to the amount of such time, but the Employee understands that such endeavor shall not degrade Employee’s full-time performance

LOGO

of duties pursuant to this Agreement. Employee agrees not to undertake the representation of any new clients and not to undertake any new legal matters, whether litigation or corporate, for any existing clients without the prior written consent of the Company. While an employee of the Company, the Employee will not, without obtaining the prior written consent of the Company, accept or hold any position as an employee, consultant, or director, other than as a director of boards of directors for (i) charitable organizations, (ii) industry organizations related to the business of the Company, (iii) Square Ring, Inc., a Delaware corporation, (iv) Epic Sports & Entertainment, Inc., a Florida corporation or (v) Content Group, AG, a Swiss corporation; provided, the Employee uses his reasonable best efforts to uphold all of the Employee’s employment duties to the Company or its affiliates, such association does not present a potential or actual conflict of interest, and/or such activities do not result in a breach of or conflict with Employee’s obligations under Article 3 below. As a lawyer representing the Company, the Employee is subject to applicable rules of professional responsibilities and shall act at all times in accordance therewith.

1.5 Location

Generally, the Employee will be working remotely from his home. However, Employee acknowledges that his work could require him to travel to the different offices of the Company and its affiliates in the United States and in Canada.

Travel will be reimbursed in accordance with Company policy and Section 2.8 of this Agreement.

1.6 Compliance with Rules and Policies

The Employee will comply with all rules and policies of the Company including the Code of Conduct and Insider Trading policy. The Company may from time to time amend, alter, change, delete or establish new rules and policies (collectively, the “Revised Policies”) to meet the business needs of the enterprise. The Employee agrees that, immediately upon receiving notice of such Revised Policies, the Employee’s employment will be governed by such Revised Policies. Employee will act in accordance with laws, ordinances, regulations, professional standards, or rules of any governmental, regulatory, or administrative body, agent or authority, any court or judicial authority, or any public, private, or industry regulatory authority.

2. COMPENSATION & BENEFITS

2.1.

Base Salary

The Employee will be paid a bi-weekly salary, which if annualized is equal to the amount of $600,000 USD (this amount and any future increases, the “Base Salary”) from the Hire Date in accordance with the Company’s payroll practices. Any future increases in Base Salary (if any) will be at the sole discretion of the CEO of the Company and reviewed on an annual basis in accordance with the Company’s practice.

LOGO

2.2.

Annual At Risk Incentive Compensation

(a)

Starting and pro-rated to his Hire Date, the Employee will be eligible to earn an annual discretionary bonus (the “Bonus”) based on the achievement of metrics and goals established and evaluated by the Board, in its sole discretion. The target Bonus is anticipated to be 75% of Base Salary based on a combination of the Company’s performance targets set by the Board, functional targets to be agreed with the CEO upon joining, and on personal performance. Annual targets are to be mutually agreed upon with CEO, but expected to be based upon, among other things, reduction in outside counsel fees, better and/or more economical legal outcomes, business opportunities and deals Employee initiates, develops and closes and EBTIDA of Company. There is no representation that a Bonus in one year will be comparable to another year and under no circumstances is the Bonus to be considered part of the Employee’s Base Salary or other regular employment income.

(b)

The Bonus, if any, will be paid when the Company normally pays such Bonuses. Bonus eligibility is conditional upon the Employee remaining in the active employment of the Company for the entire fiscal year of the Company and until the Bonus is declared and paid (except as provided in Section 1.3.3(c) or in Section 2.2(c) below). Except as provided for in Section 1.3.3(c), if prior to the year end, (a) the Employee’s active employment with the Company ceases for any reason whatsoever, or (b) the Employee has given or received notice of termination, the Employee will not be eligible for Bonus consideration for that year or for any resulting notice period, arising under contract, common law or civil law.

(c)

The Employee’s eligibility for payment of a Bonus will commence in the Company’s financial year 2021-2022, on a pro-rated basis as per the Employee’s Hire Date.

2.3.

Long Term Incentive Plan

The Employee shall be eligible to participate in the Company’s Stock Option Plan and Equity Incentive Plan, each as approved by the Board and as amended from time to time (collectively, the “Stock Plan”) which is also known as the Company’s Long Term Incentive Plan (“LTIP”) or any successor thereto. The vesting of, and other terms and conditions of LTIP awards shall be governed in all respects by the Stock Plan, Management Compensation Policy, and/or the grant documents, including the Initial Grant (as defined below).

As long as the Employee remains an employee of the Company, he will be eligible to receive annually a certain number of Options (or other equity awards) representing approximately 108% of his Base Salary, at the discretion of the Board of Directors, and subject to and in accordance with the Company’s Management Compensation Policy, as amended and in effect from time to time.

LOGO

The Employee’s participation in the LTIP will start in the financial year 2021-2022, pro-rated to his Hire Date.

2.4.

Initial Option Grant

After the Hire Date and subject to his commencement of employment at that time, the Employee will be entitled to receive a one-time stock option award of three (3) million options to purchase shares of the Company’s common stock as soon as is administratively practical which will be granted with an exercise price equal to the fair market value of a share of Company common stock (as determined in accordance with the terms of the Company Stock Option Plan, as amended July 8, 2019 (the “Stock Plan”), and Section 409A) subject to a three (3) year vesting period and/or schedule, which vesting schedule shall commence with the Hire Date (so, for the avoidance of doubt, if the Employee terminates his employment at the expiration of the Term, he will be fully vested in this one-time stock option award), and which shall be governed in all respects by the Stock Plan and/or the grant documents (provided that, the Company shall use its current award agreement that has been provided to the Employee).

2.5.

Benefits

The Employee will be eligible to participate in the Company’s health, medical, dental, vision, life and disability insurance plans that are offered to similarly situated employees of the Company (the “Benefit Plans”), subject to the terms and conditions set out in the Benefit Plan policies. The Company regularly reviews the Benefit Plans, as well as its insurance carriers and accordingly, reserves the right to amend or discontinue the Benefit Plans and change its insurance carriers without advance notice to the Employee.

2.6.

Vacation

The Employee’s annual vacation entitlement will be four (4) weeks, pro-rated to Hire Date. The Employee is required to arrange vacation time to suit the needs of the Company. Vacation entitlements, including treatment of unused vacation time, shall be in accordance with the Company’s vacation policy, which is subject to change at any time at the Company’s discretion. Notwithstanding anything to the contrary in Company policy, vacation must be used in the year it is accrued, otherwise, it will be forfeited. Unused vacation days shall not accrue from year to year. Under no circumstance will unused vacation be paid out at termination of employment.

2.7.

Sick days

The Employee shall be entitled to five (5) paid sick days in accordance with the sick days policy of the Company pro-rated to Hire Date. Notwithstanding anything to the contrary in Company policy, sick time must be used in the year it is accrued, otherwise, it will be forfeited. Unused sick time shall not accrue from year to year. Under no circumstance will unused sick time be paid out at termination of employment.

LOGO

2.8.

Reimbursement of Expenses; Equipment

The Company agrees to reimburse the Employee for any reasonable out of pocket expenses incurred in the course of performing the Employee’s employment duties and in accordance with the travel and expense reimbursement policies of the Company (for the avoidance of doubt, reasonableness in this regard will mean a standard of travel and accommodation appropriate for an officer of the Company). Reimbursement will be conditional upon receipt of prior written notice to the Company (if practicable, prior to incurring any such expense) and the Employee providing an itemized account and receipts. The Company agrees to reimburse Employee for Illinois, New York and Florida bar dues, and reasonable CLE courses not to exceed Two Thousand Five Hundred ($2,500) per year. Employee will be provided a Company computer with equipment, which shall be returned to the Company upon written request.

The payment or reimbursement shall be subject to the submission to the Company by the Employee of appropriate documentation and/or invoices in accordance with the customary procedures of the Company for expense reimbursement.

3. EMPLOYEE COVENANTS

3.1.

Non-Disparagement

The Employee shall not (at any time) assist with, engage in, or authorize the making or publishing of written or oral statements or remarks which are disparaging, deleterious or damaging to the integrity, reputation, or goodwill of the Company, any affiliates, and/or their management. Nothing in this Section 3.1 shall prohibit Employee from providing truthful testimony or truthful statements under the penalty of perjury in connection with any legal or administrative proceeding or regulatory filings with securities commissions and exchanges.

3.2.

Confidential Information and Intellectual Property

The Employee shall sign and be bound by the Company’s standard form of Confidentiality and Intellectual Property Agreement attached as Schedule A.

3.3.

Non-Competition and Non-Solicitation

During Employee’s employment or other engagement by the Company or its affiliates (collectively the “Companies”), and for a period of one (1) year after the termination of such employment or engagement for any reason (the “Restricted Period”), the Employee shall not, directly or indirectly, own, manage, operate, control or otherwise engage or participate in the ownership, management, operation or control of, or be a shareholder, director, officer, employee, member, partner, lender, co-venturer, guarantor, advisor, consultant or contractor of or to, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Restricted Business or that otherwise competes with the Restricted Business in the Restricted Area; provided

LOGO

that Employee may own securities in a publicly held corporation engaged in the Restricted Business in the Restricted Area, but only to the extent that Employee does not own, of record or beneficially, more than 3% of the outstanding beneficial ownership of such corporation. “Restricted Business” means (i) extracting, refining and producing hemp-derived extracts and oils, (ii) sourcing natural resources for the purposes of producing hemp-derived extracts and oils, (iii) developing advanced extraction equipment, high capacity filtering and purifying techniques and responsible growing practices, including organic and regenerative farming techniques, (iv) branding and selling hemp products containing hemp-derived extracts and oils and (v) any business activities in which the Companies are engaged, or in which the Companies have taken definitive steps to prepare to engage, as of, or within the twelve (12) months prior to, the final date of the Employee’s employment or engagement by the Companies. “Restricted Area” means areas within Canada, areas within the United States of America and any geographic area in the world in which the Companies operate the Restricted Business.

During the Restricted Period, Employee shall not, directly or indirectly either on the Employee’s own account or for any other person: (i) hire, solicit or recruit the employment of services of any person, whether as an employee, officer, director, agent, consultant or independent contractor, who is, or was within 12 months preceding the date of the hiring, solicitation, or recruitment, an employee or service provider of the Companies, or knowingly induce or cause or knowingly attempt to induce or cause any such employee or service provider to terminate his or her employment or service, or breach his or her employment or service agreement, if any, with the Companies; (ii) cause, induce or encourage any material actual or prospective client, customer, supplier, referral source, or licensor of the Companies or any other person who has a material business relationship with the Companies, to terminate or modify any such actual or prospective relationship; or (iii) contact, call-upon or solicit any business from any actual or prospective client, customer, supplier, referral source, or licensor of the Companies; provided that this section shall not prohibit (a) Employee from soliciting or hiring any person who responds to a general advertisement or solicitation not specifically directed at employees of the Companies or (b) efforts by recruiting or employment agencies, provided that such recruiting or employment agencies are not directed to target such employees.

3.4.

Acknowledgement and No Contraindication

Due to the sensitive nature of the Employee’s position and the special access that the Employee will have to the confidential information of the Companies and intellectual property, the Employee will be in a position to irreparably harm the Companies should the Employee breach the covenants contained in this Agreement, enter into competition with the Companies (directly or indirectly), or otherwise make use of the specialized knowledge, contacts and connections obtained during the Employee’s employment to the detriment of the Companies. The Employee acknowledges that the unauthorized use or disclosure of such information could irreparably damage the Companies’ interests if made available to a competitor, or if used against the Companies for competitive purposes. The Employee agrees that the covenants and restrictions contained in this Article 3 are reasonable and valid in terms of time, scope of activities and geographical limitations and understands and agrees that they are vital consideration for the purposes of the Company

LOGO

entering into this Agreement.

The Employee further acknowledges and agrees that it is essential to the effective enforcement of this Article 3, that the Companies be entitled to the remedy of an injunction without being required to show irreparable harm or posting any bond.

It is further agreed that if a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Company and the Employee agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area. Nothing set forth herein shall prohibit the Company from pursuing all remedies available, for damages or otherwise.

The parties additionally agree that (1) the covenants in this Article 3 are necessary for the protection of Company’s business and goodwill; (2) the covenants in this Article 3 are independent of any other covenants or provisions in this Agreement or any other agreement or understanding between the parties or with an affiliate of the Company, and (3) the existence of any claim, defense, or cause of action by Employee against the Company or Companies, whether based on another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Companies of the covenants in this Article 3 or any other covenants herein. The covenants in this Article 3 shall survive the termination of this Agreement or termination of Employee’s employment for any reason.

3.5.

General

Notwithstanding the forgoing, nothing in this Article 3 shall apply to the Employee to the extent prohibited by applicable attorney rules of professional conduct.

4. GENERAL

4.1.

Representations and Warranties of Employee

The Employee hereby represents and warrants that (i) the Employee is legally eligible to work in the United States of America and continues to be legally eligible to work in the United States of America, (ii) the Employee is not bound by any agreement, including any restrictive covenant that may restrict the Employee from performing the duties assigned to the Employee pursuant to this Agreement, and (iii) the Employee has not (a) committed a “bad actor” event under Rule 506(d)(1) of Regulation D under the Securities Act of 1933, (b) pled guilty to or been found guilty of an Offense, or served as a director, officer, promoter, insider, or control person of any entity at the time of events that resulted in the entity doing so, and (c) is not currently subject to, or serving as a director, officer, promoter, insider, or control person of an entity that is currently subject to a current charge, indictment or proceeding for an Offense. For purposes of this Section 4.1, “Offense” means: a (i) misdemeanor or felony under the criminal legislation of the U.S., or any state or territory therein, (ii) a summary conviction or indictable offense under the Criminal Code (Canada), (iii) a quasi-criminal offense (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction, domestic or foreign), or (iv) an offense under the criminal legislation of any other jurisdiction outside of the U.S. and Canada.

LOGO

4.2.

Severability

If, in any jurisdiction, any provision of this Agreement or its application to either Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction, or without affecting its application to other parties or circumstances.

4.3.

Entire Agreement and Amendments; No Reliance

This Agreement, including the attached schedules and the agreements and other documents referenced in this Agreement, constitute the entire agreement between the Parties in respect of the employment of the Employee, and supersede and replace any and all prior agreements, understandings, representations, negotiations and discussions, whether express or implied, oral or written, pre-contractual or otherwise. This Agreement and the provisions hereof may be amended or modified only by signed mutual agreement of the Parties in writing. Employee has not relied upon any statements or representations not contained herein. Employee has carefully considered the potential risks relating to the Company and the securities. In no event shall the Company, its affiliates, or directors or officers of the aforementioned be liable to Employee for special, indirect or consequential loss or damages of any kind (including, but not limited to, lost profits or capital) arising out of or relating to any investment in the Company.

4.4.

Legal Advice

The Employee acknowledges that the Employee has read and understands the terms and conditions contained in this Agreement, and that Company has provided a reasonable opportunity for the Employee to seek independent legal advice prior to executing this Agreement.

4.5.

Governing Law

This Agreement is a contract made under and shall be governed by and construed in accordance with, the substantive law of contracts of the State of Florida, without regard to Florida choice of law principles or conflict of law principles. Any lawsuit related to this Agreement shall be brought in the State of Florida.

4.6.

Currency and Withholding; Section 409A

Unless otherwise specified, all references to money amounts are to the lawful currency of the United States of America (USD). All payment made by the Company to the Employee or for the benefit of the Employee shall be less applicable U.S. withholdings and deductions. Employee is responsible for any tax liability associated with payments or benefits provided under this Agreement.

The intent of the Parties is that this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as

LOGO

amended, and the corresponding regulations and guidance promulgated thereunder (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A, and such payments are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable. For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A and to avoid the imposition of additional tax, interest or income inclusion under Section 409A on any payment to be made hereunder; provided, however, that no such amendment shall reduce the economic benefit that Employee was to derive from this Agreement prior to such amendment. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A or for damages for failing to comply with Section 409A. If and to the extent necessary to comply with Section 409A, for purposes of determining when amounts otherwise payable on account of a termination of employment under this Agreement, the terms “terminate,” “termination” or similar language referring to a termination, as used herein, shall be construed as the date Employee first incurs a “separation of service” within the meaning of Section 409A.

If, at the time the Employee becomes entitled to payments and benefits under Section 1.3 of this Agreement (“Severance Payment”), the Employee is a Specified Employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), then, notwithstanding any other provision in Section 1.3 to the contrary, the following provision shall apply; provided Section 409A is applicable. No Severance Payment considered by the Company in good faith to be deferred compensation under Section 409A that is payable upon the Employee’s separation from service (as defined and determined under Section 409A), and not subject to an exception or exemption thereunder, shall be paid to the Employee until the date that is six (6) months after the Employee’s effective date of termination. Any such Severance Payment that would otherwise have been paid to the Employee during this six-month period shall instead be aggregated and paid to the Employee on or as soon as administratively feasible after the date that is six (6) months after the Employee’s effective date of termination, but not later than thirty (30) days after such date. Any Severance Payment to which the Employee is entitled to be paid after the date that is six (6) months after the Employee’s effective date of termination shall be paid to the Employee in accordance with the terms of Section 1.3.

4.7.

Interpretation and Language

The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and the Agreement shall be interpreted without regard to any presumption or other rule requiring interpretation of the Agreement more strongly against the Party causing it to be drafted. The paragraph headings contained in this Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation

LOGO

of this Agreement.

The parties acknowledge that they have agreed that the present Agreement as well as all documents and notices pursuant hereto or relating directly or indirectly hereto be drawn up in English.

4.8.

Privacy Consent

The Employee consents to the Company and any affiliate collecting using and disclosing the Employee’s personal information to establish, manage, terminate and/or otherwise to administer the employment relationship.

4.9.

Indemnity

The Company shall indemnify Employee to the fullest extent authorized or permitted by law with respect to any claim, liability, action, or proceeding instituted or threatened against Employee by a third party because of and in connection with Employee’s conduct or position as an employee and attorney of the Company; provided that Employee shall not be entitled to any indemnification as to any matter where the Company or its affiliate has brought an action (but not including a shareholder derivative action) or has otherwise asserted a claim against Employee. Company will at all times maintain directors’ and officers’ liability insurance (“D&O Insurance”) and shall provide a copy of said insurance policy to Employee within 30 days of receipt by the Company. Employee agrees that the indemnity rights under this Section are conditioned on Employee providing twenty (20) days’ prior written notice to the Company of such claim and a demand for indemnity. Company shall have no liability to Employee with respect to any indemnity contained herein until twenty (20) days’ following such prior written notice to Company of such claim and demand for indemnity. In addition, Employee agrees that the indemnity rights provided to him will only be available if: (a) Employee was acting honestly and in good faith with a view to the best interests of the Company or its affiliates, and (b) in the case of a criminal or administrative action or proceeding, the Employee had reasonable grounds for believing that the Employee’s conduct was lawful. This Section 4.9 shall be deemed to have effect as and from the Hire Date. However, this Section 4.9 shall survive until three years after the Employee has ceased to act as a director or officer of the Company or its affiliates. The Company and the Employee shall, from time to time, provide such information and cooperate with the other as the other may reasonably request, in respect of all matters under this Section 4.9.

Notwithstanding anything to the contrary in this Agreement, Employee agrees to indemnify the Company and hold it harmless for all taxes, payroll or otherwise, including attorney’s fees and costs, and any interest and penalties for which the Company may be found liable as a consequence of the Company having paid monies pursuant to this Agreement. Nothing in this Agreement diminishes or otherwise obviates any rights or benefits the Employee may have under applicable Company articles of incorporation, by-laws or any agreement between the Employee and the Company regarding indemnification.

4.10.

Waiver of Breach

The failure of the Company, or an affiliate of the Company, or Employee, to insist, at any time,

LOGO

upon strict performance of any one or more covenants, provisions or conditions of this Agreement shall not be construed as a waiver or relinquishment of that covenant, provision or condition or the future performance of that or any other such covenant, provision or condition, and a party’s obligation with respect to that covenant, provision or condition or the future performance of any such covenant, provision or condition shall continue in full force and effect. No waiver of a party’s performance of any covenant or condition of this Agreement shall be deemed to have been made by the other party unless expressed in writing and signed by such other party. The failure of the Company, or affiliate of the Company, or Employee to take any action by reason of a breach by the other party shall not constitute a waiver of any rights of the Company, or affiliate of the Company, or Employee and will not deprive it/them/him of any remedies available to it/them/him.

4.11.

Third Party Beneficiary and Assignment

Any affiliate of the Company is an intended third-party beneficiary of this Agreement including the covenants in Article 3. This Agreement shall inure to the benefit of the Company, affiliates of the Company, and their successors and assigns, and to the benefit of any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business, and the Company’s rights hereunder may be assigned in connection therewith. The Employee may not assign any of his rights or obligations under this Agreement without the prior written consent of the Company; provided, however, that the Company may assign its rights or obligations under this Agreement, in whole or in part, without the consent of any other party, to any affiliate of the Company, or in connection with a transfer of substantially all of the assets or the business, or any consolidation or merger of the Company. For the avoidance of doubt, any such assignee of the Company shall in good faith continue to perform the Company’s obligations under this Agreement.

4.12.

Waiver of Jury Trial

EACH OF THESE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR EMPLOYEE’S EMPLOYMENT.

[Signature Page Follows]

LOGO

IN WITNESS OF WHICH the Parties have duly executed this Agreement on this 10^th day of August

2021:

FOR THE EMPLOYER:

/s/ John M. Moretz

August 10, 2021

John M. Moretz

Chairman of the Board

Neptune Holdings USA, Inc.

Date

FOR THE COMPANY:

/s/ John M. Moretz

August 10, 2021

John M. Moretz

Chairman of the Board

Neptune Solutions Bien-Etre Inc.

Date

FOR THE EMPLOYEE:


/s/ John S. Wirt				August 10, 2021
John S. Wirt				Date

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.

No. SC-1

February 10, 2021

SECURED PROMISSORY NOTE

SPROUT FOODS, INC., a Delaware corporation (the “Company”), for value received, promises to pay to the order of NH EXPANSION CREDIT FUND HOLDINGS LP or its permitted assign(s) of all or any portion thereof (each, a “Holder” and collectively, the “Holders”) the aggregate sum of Ten Million Dollars and No Cents ($10,000,000), together with any accrued and unpaid interest hereon, each as set out below. The outstanding principal balance of this Secured Promissory Note (this “Note”) shall bear simple interest at the rate of ten percent (10.0%) per annum from the date of this Note until repaid in Repayment Shares or paid in full in accordance with the terms hereof; provided, however, that upon an Event of Default (as defined below) and while such Event of Default is continuing, this Note shall bear interest at the rate of fifteen percent (15%) per annum, compounded weekly. Interest will be calculated on the basis of a 360 day year for the actual number of days elapsed.

This Note is the “Note” referred to (and as defined) in that certain Stock Purchase Agreement (the “SPA”) dated as of even date herewith by and among the Company, Neptune Growth Ventures Inc. (“Pledgor”) and the other Stockholders (as defined therein) signatory thereto. Subject to the terms and conditions of the SPA and this Note, this Note is issued in partial satisfaction of the NHEC Debt (as defined in the SPA).

1. REPAYMENT

(a) Payment of Principal and Interest. The Company shall pay interest on the principal amount of this Note, quarterly in arrears on the last day of each fiscal quarter during the term hereof commencing March 31, 2021. Upon the Maturity Date (as defined below), an amount (the “Maturity Payment”) equal to the sum of (x) all unpaid principal then outstanding on this Note plus (y) all accrued and unpaid interest outstanding under this Note (including interest paid or payable upon repayment), shall be due and payable in cash, in one lump sum, unless required to be repaid sooner under the provisions of this Note. The “Maturity Date” means the earlier to occur of: (i) February 1, 2024; or (ii) the occurrence and continuance beyond any applicable grace or cure period of any Event of Default. All payments under this Note will be made in cash in currency of the United States of America, for the benefit of Holder, and will be made by wire transfer of immediately available funds to an account that Holder gives to the Company by written notice made under the provisions of this Note. Any and all payments under this Note shall be made free and clear of, and without deduction or withholding for, any and all present or future federal, state, local and foreign taxes, levies, deductions, charges or withholdings, and all liabilities with respect thereto. Nothing herein shall in any way limit or restrict Section 1(e) below.

(b) Prepayment. This Note may be prepaid in whole or in part, from time to time, without premium or penalty, by the Company in its sole discretion.

(c) Application of Payments. Payments on this Note will be applied first to fees, costs and expenses payable under this Note, second to accrued interest, and the balance to the remaining amounts due hereunder. Despite anything to the contrary set out in this Note, the amounts due and payable will not exceed the maximum

non-usurious rate of interest as in effect from time to time. If Holder receives any sums under this Note which constitute interest in an amount in excess of that permitted to be paid under applicable law, then, all such sums constituting interest in excess of that permitted to be paid under applicable law shall, at Holder’s option, either be credited to the payment of principal owing hereunder or returned to the Company.

2. DEFINITIONS; CONVERSION

(a) Definitions. The following terms will have the following meanings:

(i) “Business Day” means any day that is not a Saturday, Sunday or a day on which banks in New York City are closed.

(ii) “Collateral” means any and all properties, rights and assets of the Company described on

Exhibit A.

(iii) “Guaranty” means that certain Unconditional Guaranty of even date herewith, made by

Guarantor in favor of Holder, in form and content reasonably acceptable to Holder; and “Guarantor” means Neptune.

(iv) “Neptune” means Neptune Wellness Solutions Inc., a Quebec corporation.

(v) “Person” means any individual, partnership, limited liability company, corporation, association, cooperative, trust, estate or other entity.

(vi) “Pledge Agreement” means that certain Pledge Agreement of even date herewith, made by Pledgor in favor of Holder, in form and content reasonably acceptable to Holder.

(vii) “Repayment Shares” means any securities of Neptune Common Stock issuable upon the repayment of this Note

(viii) “Restated Certificate” means the Company’s Tenth Amended and Restated Certificate of Incorporation dated February 10, 2021, as it may be amended from time to time.

(ix) “Senior Indebtedness” shall mean all principal, interest, fees, expenses and other amounts now or in the future owing to Senior Lender on terms acceptable to Holder, provided that (i) a Subordination Agreement is in effect, and (ii) the aggregate principal amount outstanding thereunder shall not exceed Five Million Dollars ($5,000,000). “Senior Lender” shall mean any bank providing Senior Indebtedness on terms acceptable to Holder. “Subordination Agreement” means a subordination agreement by and between Senior Lender and Holder acceptable to Holder.

(b) Share Repayment. At any time and from time to time prior to the Maturity Date, the Company, in its sole discretion, may elect to repay all or any part of the then-outstanding principal and interest due on this Note into that number of shares of Neptune’s Common Stock (the “Neptune Common Stock”) as is determined by dividing the total principal and accrued but unpaid interest balance under this Note that is being repaid by an amount equal to the Repayment Price (each, a “Share Repayment Election”); provided, that the Share Repayment Election shall not occur after the Maturity Date or after the occurrence of an Event of Default, in each case without the prior written consent of Holder. As used herein, the “Repayment Price” shall be determined based upon the volume weighted average price of a share of Neptune Common Stock on NASDAQ for the twenty (20) trading days ending immediately prior to the date of any conversion hereunder.

(c) Mechanics of Conversion. The Company will provide Holder not less than ten (10) Business Days prior written notice of any Share Repayment Election, including the amount due under this Note to be repaid, the Repayment Price applicable thereto and the number of shares of Neptune Common Stock into which this Note shall

-2-

be repaid. The Company will, as soon as practicable but in no event later than five (5) days after the delivery of the Share Repayment Election, take all such steps as shall be reasonably necessary to cause Neptune to issue to Holder the shares of Neptune Common Stock to be delivered hereunder. The Holder shall tender the Note to the Company (or to Neptune, upon the Company’s request thereof) in connection with the Share Repayment Election (unless Holder notifies the Company or its transfer agent that the Note has been lost, stolen or destroyed) and, unless the Share Repayment Election is with respect to the total amount then due and payable under this Note, the Company shall issue to Holder a new note, on substantially the same terms and conditions hereof, in the principal amount then due after giving effect to the Share Repayment Election.

(d) Taxes. The Company will pay any and all taxes (other than transfer taxes resulting from the assignment by Holder of all or any portion of this Note, if any), which may be imposed on it with respect to the issuance and delivery of the Neptune Common Stock upon the Share Repayment Election.

(e) No Fractional Shares. No fractional shares of securities are to be issued upon the Share Repayment Election. In lieu of the Company issuing any fractional shares, the Company shall pay to Holder an amount equal to the product of the per share Repayment Price (as set forth in Section 2(b)) by the fraction of the share not issued pursuant to the prior sentence.

3. CREATION AND GRANT OF SECURITY INTEREST

(a) The Company hereby grants to Holder, to secure the payment and performance in full of all of the obligations under this Note (the “Obligations”), a continuing security interest in, and pledges to Holder the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The Company hereby authorizes Holder to file financing statements, without notice to the Company, at the Company’s expense, with all appropriate jurisdictions to perfect or protect Holder’s interest or rights hereunder. If this Note is terminated, Holder’s lien and security interest in the Collateral granted hereunder shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash (or repaid in full in accordance with the terms hereof). Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and/or repaid in Conversion Shares in whole of the Obligations in accordance with the terms hereof, or any combination thereof, Holder’s lien and security interest shall be automatically released and all rights therein shall revert to the Company.

(b) Without limiting the foregoing: the Company hereby pledges, assigns and grants to Holder, a security interest in one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by the Company or any subsidiary of the Company, in any subsidiary (the “Shares”), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Subject to the prior satisfaction of the Senior Indebtedness, or upon the written consent of the Senior Lender, the certificate or certificates for the Shares (if any) will be delivered to Holder, accompanied by an instrument of assignment duly executed in blank by the Company. Upon the occurrence and during the continuance of an Event of Default hereunder, but subject to the prior satisfaction of the Senior Indebtedness, Holder may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Holder and cause new (as applicable) certificates representing such securities to be issued in the name of Holder or its transferee. Subject to the prior satisfaction of the Senior Indebtedness, or upon the written consent of the Senior Lender, the Company will execute and deliver such documents, and take or cause to be taken such actions, as Holder may reasonably request to perfect or continue the perfection of Holder’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, the Company shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Note or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

4. SUBORDINATION

-3-

The Company covenants and agrees, and each Holder of this Note by its acceptance hereof, likewise covenants and agrees, that any and all amounts due under this Note, are subordinate to the Senior Indebtedness; provided, that Holder and Senior Lender shall enter into a Subordination Agreement with respect to the Senior Indebtedness, on terms and conditions reasonably acceptable.

5. COVENANTS OF THE COMPANY

(a) Reserved.

(b) The Company will not, by amendment of its Restated Certificate, by-laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note.

(c) The Company will not grant (or permit to be granted) any security in any assets of the Company or any subsidiary to any third party (other than the holders of the Senior Indebtedness) after the date hereof without the prior written consent of Holder, except for purchase money security interests and capital equipment lease agreements incurred in the ordinary course of business.

(d) So long as this Note is outstanding the Company will not, and it will not permit any direct or indirect subsidiary of the Company to, in each case without the prior written consent of Holder, issue, incur, assume, create, guaranty or have outstanding any indebtedness for borrowed money, in each case other than (i) the Company’s Senior Indebtedness, (ii) equipment leases, including, without limitation, financing leases for capital equipment, provided that any liens or security interests granted in connection therewith are limited to the assets so financed, (iii) purchase money security indebtedness, (iv) working capital lines of credit secured exclusive by purchase orders, accounts receivables and inventory as collateral, and/or (v) unsecured convertible debt financing which is subordinate to this Note; provided that the aggregate amount of indebtedness incurred in connection with (ii) through (iv) above shall not exceed Two Hundred Fifty Thousand Dollars ($250,000).

(e) Subject to the claims of the Senior Indebtedness, the Company shall take all such further actions and execute all such further documents and instruments as Holder may at any time reasonably determine to be necessary or desirable to further carry out and consummate the transactions contemplated by this Note and the documentation relating thereto.

(f) The Company will notify Holder (1) before the Company files for bankruptcy or makes a general assignment for the benefit of creditors, or (2) immediately if any creditor or group of creditors files a petition with a U.S. bankruptcy court seeking to declare the Company bankrupt or insolvent or the Company receives any threat, orally or in writing, that a creditor or group of creditors intends to file a petition against the Company in U.S. bankruptcy court seeking to declare the Company bankrupt or insolvent.

6. EVENTS OF DEFAULT

The occurrence of any of the following events shall be an event of default under this Note (each an “Event of Default”):

(a) Failure to Pay. The Company shall fail to pay (i) any principal or interest when due or (ii) any other amount required under the terms of this Note within three (3) Business Days of the date when due and payable or declared due and payable, in each case of (i) and (ii), whether by acceleration or otherwise; or

(b) Breaches of Covenants. The Company or any subsidiary shall materially fail to observe or perform any covenant, obligation, condition or agreement contained in this Note; or

-4-

(c) Default on Other Indebtedness; Judgments. Any default or event of default shall have occurred with respect to any other indebtedness of the Company in excess of $250,000 (including the Senior Indebtedness), and the effect of such default has caused such indebtedness to become due prior to its stated maturity; one or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least $250,000 shall be rendered against the Company and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof; or

(d) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement; or

(f) Material Adverse Change; Any circumstance occurs which could reasonably be expected to have is

(a) a material impairment in the perfection or applicable priority of Holder’s lien and security interest in the Collateral, or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; or (c) a material impairment of the prospect of repayment of any portion of the Obligations; or

(g) Breaches of Representations and Warranties. Any representation or warranty made by the Company in this Note shall be untrue in any material respect when made; or

(h) Guaranty; Pledge Agreement. (a) Any Guaranty or Pledge Agreement terminates or ceases for any reason to be in full force and effect; (b) any Guarantor or Pledgor does not perform any obligation or covenant under any Guaranty or the Pledge Agreement, as applicable; (c) the liquidation, winding up, or termination of existence of any Guarantor; (d) there is a material impairment in the perfection or priority of Lender’s lien in the collateral, taken as a whole, provided by Pledgor or in the value of such collateral; or (e) if any of the circumstances described in Section 6(a) through (g) occurs with respect to Guarantor or Pledgor.

7. REMEDIES

(a) Balance Due. On the occurrence and continuation of an Event of Default, the Maturity Payment and all other amounts under this Note will, at the option of Holder, unless earlier repaid in Repayment Shares in accordance with the terms of this Note, become immediately due and payable WITHOUT DEMAND, PRESENTMENT, PROTEST OR NOTICE OF DEMAND, NONPAYMENT OR DISHONOR, ALL OF WHICH ARE EXPRESSLY WAIVED BY THE COMPANY, and Holder will have, in addition to any other rights and remedies provided for in this Note, all of the rights and remedies of a creditor at law or in equity. Notwithstanding the foregoing, upon the occurrence of an Event of Default as described in Section 5(d) or 5(e) above, the Maturity Payment and all other amounts under this Note shall automatically become immediately due and payable without any action by Holder.

-5-

(b) Rights as a Secured Creditor. On the occurrence and continuation of an Event of Default, Holder shall have all rights and remedies of a secured lender, at law or in equity, whether pursuant to Article 9 of the Uniform Commercial Code then in effect or otherwise.

8. MISCELLANEOUS

(a) Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to a party upon any breach or default of the other party under this Note shall impair any such right, power or remedy of the party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of a party of any breach or default under this Note or any waiver on the part of a party of any provisions or conditions of this Note must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Note or by law or otherwise afforded to the parties, shall be cumulative and not alternative.

(b) Amendment Provision. This Note and any provision of it may only be amended, and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only upon the written consent of the Company and Holder.

(c) Severability. The invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provision of this Note. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(d) Notice. All notices, requests, demands, claims, consents, and other communications hereunder shall be in writing and shall be deemed delivered (i) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) two (2) business days after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, or (iii) upon delivery when sent by facsimile or email (with confirmation of receipt), in each case to the intended recipient as set forth below:


If to the Company: SPROUT FOODS, INC. 50 Chestnut Ridge Road, Suite 205 Montvale, NJ 07645 Attention: Capp Culver cculver@sproutfoods.com		With a copy to: Giannuzzi Lewendon 411 West 14th Street, 4th Floor New York, New York 10014 Attention: Nick Giannuzzi nick@gllaw.us

If to Holder: NH EXPANSION CREDIT FUND HOLDINGS LP 1585 Broadway, 39th Floor New York, NY 10036 Attention: Debra Abramovitz expansion_credit_reporting@morganstanley.com		With a copy to: Barnes & Thornburg LLP 655 W. Broadway, Suite 1300 San Diego, CA 92101 Attention: Troy Zander troy.zander@btlaw.com

Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

(e) Assignability. This Note will be binding on the Company and its successors and assigns and will inure to the benefit of Holder and its successors and assigns; provided that the Company may not assign any of its rights or delegate any of its duties under this Note without the prior written consent of Holder.

-6-

(f) Lost or Stolen Note. On receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Note, the Company will execute and deliver a new Note in the form hereof, in denominations as Holder may request.

(g) Partial Repayment Shares. Unless otherwise provided herein, conversion of any portion of the principal balance of this Note will not relieve the Company of its obligation to pay any accrued but unpaid interest on the portion of the principal balance of this Note so repaid in Repayment Shares. To the extent that any portion of this Note is not repaid in Repayment Shares, the portion will remain a debt of the Company payable under the terms of this Note.

(h) Governing Law; Waiver of Rights; Attorneys’ Fees.

(i) New York law governs this Note without regard to principles of conflicts of law. The Company and Holder each submit to the exclusive jurisdiction of the State and Federal courts in New York County, City of New York, New York; provided, however, that nothing in this Note shall be deemed to operate to preclude any Holder from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the obligations hereunder, or to enforce a judgment or other court order in favor of any Holder. The Company expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and the Company hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

(ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS NOTE OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS NOTE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS NOTE OR ANYWHERE ELSE, EACH PARTY AGREES THAT IT SHALL NOT SEEK FROM ANY OTHER PARTY UNDER ANY THEORY OF LIABILITY (INCLUDING ANY THEORY IN TORTS), ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

(iii) If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership, or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal, interest and other amounts payable hereunder, reasonable attorneys’ fees and costs incurred by Holder.

(i) Expenses. The Company shall be responsible for all expenses and legal fees incurred by or on behalf of Holder with respect to the preparation, negotiation and issuance of this Note.

(j) Certain Waivers. The Company hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest, and notice of dishonor.

(k) Execution. This Note may be executed in counterparts and by different parties on separate counterpart signature pages, each of which constitutes an original and all of which taken together constitute one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.

(l) Representations and Warranties of the Company. The Company hereby represents and warrants to Holder that: (i) it is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance by it of this Note is within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any

-7-

governmental body, agency or official (other than such actions and/or filings that may properly be made or provided after the date of this Note) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its Restated Certificate or by-laws or of any agreement or instrument to which it is a party or is subject, or by which it, or its property, is bound, or of any judgment, injunction, order, decree or other instrument binding upon it or result in the creation or imposition of any lien on any of its assets; and (iii) this Note constitutes a valid, binding and enforceable obligation of the Company, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

(m) Publicity. None of the parties hereto nor any of its respective member businesses or affiliates shall, without the other parties’ prior written consent (which shall not be unreasonably withheld or delayed), publicize or use (a) the other party’s name (including a brief description of the relationship among the parties hereto), logo or hyperlink to such other parties’ web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials; and (c) such other parties’ name, trademarks, servicemarks in any news or press release concerning such party; provided however, notwithstanding anything to the contrary herein, no such consent shall be required (i) to the extent necessary to comply with the requests of any regulators, legal requirements or laws applicable to such party, pursuant to any listing agreement with any national securities exchange (so long as such party provides prior notice to the other party hereto to the extent reasonably practicable) and (ii) to comply with the provisions of any nondisclosure and/or confidentiality agreements or arrangements.

[Signature page follows.]

-8-

IN WITNESS WHEREOF, this Note has been signed by the Company as of the date first written above in this Note.


SPROUT FOODS, INC.,
a Delaware corporation

By:		/s/ Capp Culver
Name:		Capp Culver
Title:		Chief Executive Officer

Signature Page to Secured Convertible Promissory Note


Acknowledged and agreed:

NEPTUNE WELLNESS SOLUTIONS INC.

By:		/s/ Toni Rinow
Name:		Toni Rinow
Title:		Chief Financial & Global Operating Officer

Signature Page to Secured Convertible Promissory Note

NH EXPANSION CREDIT FUND HOLDINGS LP

By: MS Expansion Credit GP, L.P.

Its: General Partner

By: MS Expansion Credit GP Inc.

Its: General Partner


By:		/s/ William Reiland
Name:		William Reiland
Title:		Managing Director

EXHIBIT A

The Collateral consists of all of the Company’s right, title and interest in and to the following personal property wherever located, whether now owned or hereafter acquired or arising:

All goods, Accounts (including but not limited to health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located, equity interests of any Subsidiary, and all the Company’s books and records relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. (Capitalized terms used herein without definition shall have the meanings ascribed in the Uniform Commercial Code in effect in New York (or the relevant jurisdiction of organization of the Company).)

Signature Page to Secured Promissory Note

Exhibit 14.1

LOGO

CODE OF BUSINESS CONDUCT AND ETHICS

FOR DIRECTORS, OFFICERS AND EMPLOYEES

Neptune Wellness Solutions Inc. (the “Company”) has adopted the following Code of Business Conduct and Ethics for its Directors, Officers and Employees which sets forth the principles of business ethics to be followed by all directors, officers and employees of the Company.

PURPOSE

The purpose of this Code is to establish minimum guidelines of business conduct required of directors, officers and employees of the Company. The Chief Executive Officer is responsible for designating appropriate officer(s) or director(s), to implement and monitor compliance with this Code.

REQUIRED BUSINESS CONDUCT OF DIRECTORS, OFFICERS AND EMPLOYEES

The principles that must be complied with by all directors, officers and employees of the Company under this Code are the following:

Conflicts of Interest

The Company reaffirms its confidence in the loyalty and integrity of all members of its staff. It is considered desirable to state the policy of the Company on the subject of conflicts of interest to serve as a guide to directors, officers and other employees.

No director, officer or other employee shall permit private interests to conflict with the proper discharge of his or her official duties, nor shall he or she have or acquire any private interest which will give the appearance of such a conflict.

This Code indicates certain areas in which the policy regarding conflicts of interest has particular application in order that such situations may be avoided; however, ethical action is expected of all directors, officers and employees in all relevant circumstances, whether enumerated or not.

Gratuities

No gratuities, whether in the form of gifts or services, should be accepted unless nominal in amount and offered as part of a normal business courtesy.

Entertainment

Entertainment is, within limits, a normal part of business activity. However, unusual, excessive or unreasonable entertainment should be avoided.

Business Affiliations

The business affiliation of directors, officers and other employees should be a matter of Company record and, should any Board action be required on Company business which may be influenced by an affiliation of one of the directors, the director so involved should bring such affiliation to the attention of the Board and abstain

Page 1 of 4

from any vote thereon. Every officer or employee must obtain the approval of the Chief Executive Officer prior to accepting a position as director, partner, officer, consultant or advisor to any other insurance or reinsurance organization or to any other business organization.

Industry and Civic Activities

The Company encourages participation in activities of the Nutraceutical and Biotechnology industry and those civic activities which are for the public good. It is important, however, that the amount of time devoted thereto does not impair the individual’s ability to fulfill his or her official duties with the Company. With respect to participation in the activities of the Nutraceutical and Biotechnology industry, the approval of the Chief Executive Officer, or such individual(s) as the Chief Executive Officer may designate, must be obtained in each case.

Business Interests

Directors, officers and other responsible employees, or members of their immediate families must not have any material interest in any organization carrying on business with the Company, except as permitted by applicable laws. Nothing contained herein shall prohibit any corporation or partnership, in which one or more of them is an officer or director or partner, from serving as a depository of the funds or securities of the Company.

Corporate Opportunities

Directors, officers and employees are prohibited from: (a) taking for themselves personally opportunities that are properly within the scope of the Company’s activities, (b) using corporate property, information or position for personal gain, and (c) competing with the Company. The Company’s directors, officers and employees owe a duty to the Company to advance the Company’s legitimate interests to the best of their abilities.

Confidential Information

Except as required in the performance of the regular corporate duties of a director, officer or employee of the Company, disclosure or use without authorization of any confidential information relating to the Company is prohibited. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This prohibition applies specifically (but not exclusively) to inquiries made by the press, investment analysts, investors or others in the financial community. This prohibition also applies to information relating to third parties that the Company has obtained under an obligation of confidentiality, or as a result of a commercial relationship. The obligation to safeguard confidential information continues after one’s employment with the Company has ended. The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the Chief Executive Officer will assist in determining what disclosure is required.

Acquisitions, Loans and Gifts from the Company

Except with the prior written approval of the Chief Executive Officer or individual(s) designated by the Chief Executive Officer, a director, officer or employee of the Company (or any member of his or her immediate family) may not acquire property, or receive loans or gifts, from the Company.

Disclosure of Potential Conflicts

Potential conflicts should be discussed with the Chief Executive Officer. In circumstances where it is unclear as to whether or not such a discussion is required, the director, officer or other employee should err on the side of disclosure. Prior disclosure of a possible conflict of interest does not in itself suggest wrongdoing, but helps eliminate embarrassing misunderstandings and ensure that the duty of loyalty is not inadvertently violated.

Page 2 of 4

Compliance with Laws

The Company is committed to being a good corporate citizen of all the jurisdictions in which it conducts business. Because of this commitment, directors, officers and employees of the Company must comply in all respects with all applicable laws, rules and regulations, including insider trading, in each jurisdiction in which it does business. Directors, officers and employees of the Company must cooperate fully with those (including the Chief Financial Officer) responsible for preparing reports filed with the securities regulatory authorities and all other materials that are made available to the investing public to ensure those persons are aware in a timely manner of all information that is required to be disclosed. Directors, officers and employees should also cooperate fully with the independent auditors in their audits and in assisting in the preparation of financial disclosure.

Senior officers of the Company must comply with the Company’s policies on timely disclosure adopted from time to time and provide full, fair, accurate, understandable and timely disclosure in reports and documents filed with, or submitted to, securities regulatory authorities and other materials that are made available to the investing public.

Fair Dealing and Integrity

One of the most valuable assets of the Company is its reputation for fairness and integrity. Each director, officer and employee of the Company should deal fairly with the Company’s customers, suppliers, competitors and employees. Employees, directors and officers should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Directors, officers and employees must not take any action that could undermine that reputation in dealings with the Company’s employees, customers, suppliers or governmental officials.

Accounting Controls

All transactions shall be properly approved and accurately reflected on the books and records of the Company. Falsification of transactions and Company records or off-the-record trading or other off-the-record business transactions are strictly prohibited and subject to disciplinary action or termination.

Protection and Proper Use of the Company’s Assets

All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All of the Company’s assets should be used for legitimate business purposes.

Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Derogatory remarks and inappropriate characterizations of people and companies are prohibited. This applies equally to oral statements, e-mail messages, internal memos and formal reports.

Reporting of Any Illegal or Unethical Behavior

The Company actively promotes ethical behavior in all its business activities. The Company’s directors, officers and employees are encouraged to speak to their managers or other appropriate personnel at any time if there is any doubt about the best course of action in a particular situation. The Company’s directors, officers and employees are required to report violations of law, rules, regulations and this Code to their managers, senior management or the Board of Directors, as appropriate. Every reasonable effort will be made to ensure the confidentiality of those furnishing information. The Company will not tolerate retaliation in any form against any person for complaints or reports made in good faith.

Page 3 of 4

WAIVER FOR EXECUTIVE OFFICERS OR DIRECTORS

A waiver of this Code for executive officers or directors will only be granted by the Board of Directors. Any waiver granted (or implicit waiver) will be disclosed to the extent required by applicable law or the rules of any applicable stock exchange.

Page 4 of 4

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT


Name		Jurisdiction of Incorporation
9354-7537 Québec Inc.		Québec
9418-1252 Québec Inc.		Québec
Biodroga Nutraceuticals Inc.		Québec
Neptune Care, Inc.		Delaware
Neptune Forest, Inc.		Delaware
Neptune Growth Ventures, Inc.		Delaware
Neptune Health & Wellness Innovation, Inc.		Delaware
Neptune Holding USA, Inc.		Delaware
Neptune Wellness Brands Canada, Inc.		Québec
Sprout Foods, Inc.		Delaware

Exhibit 23.2



KPMG LLP	Telephone	(514) 840-2100
600 de Maisonneuve Blvd. West	Fax	(514) 840-2187
Suite 1500, Tour KPMG	Internet	www.kpmg.ca
Montréal (Québec) H3A 0A3
Canada

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated June 10, 2020 with respect to:

•

the consolidated statement of financial position as of March 31, 2020, the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the year ended March 31, 2020 and the related notes, before the effects of retrospectively applying the revision to segments described in Note 24, of Neptune Wellness Solutions Inc., and

•

the consolidated statements of financial position as of March 31, 2020 and 2019, the related consolidated statements of earnings and comprehensive loss, changes in equity and cash flows for each of the years in the two-year period ended March 31, 2020 and the related notes of Neptune Wellness Solutions Inc.,

incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

LOGO

Montréal, Canada

January 28, 2022

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated July 15, 2021 with respect to the consolidated financial statements of Neptune Wellness Solutions Inc. (the “Company”) as of and for the year ended March 31, 2021, and our report dated July 15, 2021 with respect to the effectiveness of internal control over financial reporting as of March 31, 2021, both included in Form 40-F filed with the Securities and Exchange Commission on July 16, 2021, in this Registration Statement (Form F-3) and related Prospectus of the Company for the registration of common shares, warrants and units.

/s/ Ernst & Young LLP

Montreal, Canada

January 28, 2022

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents