EX-10.14





 Exhibit 10.14 

LEAK-OUT AGREEMENT 

October 6, 2022 
 This
agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Neptune Wellness Solutions Inc., a corporation incorporated under the
Business Corporations Act (Québec) (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). 

Reference is hereby made to (a) the Securities Purchase Agreement, dated October 6, 2022, by and among the Company and the Holder
(the “Purchase Agreement”) in connection with the offering (the “Offering”) of the Company, pursuant to which the Holder and certain other purchasers acquired (i) common shares of the Company
(“Shares”) and (ii) common share purchase warrants to purchase common shares (the “Common Warrants” and together with the Shares, the “Securities”) and (b) with respect to the
Shares, the registration statement on Form S-3 (File No. 333-267070) (“Registration Statement”). Capitalized terms not defined herein shall have
the meaning as set forth in the Purchase Agreement, unless otherwise set forth herein. 
 The Company is requiring each investor which
purchases Securities in the Offering to execute an agreement substantially similar to this Leak-Out Agreement. 

The Holder agrees solely with the Company that from the public announcement of the Offering and ending at 4:00 pm (New York City time) on
November 17, 2022 (such period, the “Restricted Period”), neither the Holder, nor any affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the Purchase Agreement, (y) has or shares
discretion relating to such Holder’s investments or trading or information concerning such Holder’s investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning such
affiliate’s investments or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or
any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), common shares of the Company, or common shares of the Company
underlying any Common Share Equivalents (as defined in the Purchase Agreement), held by the Holder on the date hereof, as well as the common shares of the Company issuable upon exercise of the Common Warrants (collectively, the “Restricted
Securities”), in an amount representing more than, when measured at any given point during the applicable Date of Determination, 7.0% of the cumulative trading volume of the common shares for such date (which cumulative trading volume shall
include pre-market, market and post-market trading volume for such date) as reported by Bloomberg, LP (“Leak-Out Percentage”), provided that for purposes of
clarity, the limitation of the Leak-Out Percentage of the cumulative trading volume of the common shares on the applicable Date of Determination applies at each moment during such Date of Determination,
(2) the foregoing restriction shall not apply to any actual “long” sales of common shares purchased in open market transactions by the Holder or any of the Holder’s Trading Affiliates during the Restricted Period, and
(3) the restrictions set forth in this Leak-Out Agreement shall no longer apply from and after the time that the VWAP of the Common Stock is above $2.00 (in each case, as adjusted for share splits, share
dividends, share combinations, recapitalizations or other similar events occurring after the date hereof) for three (3) consecutive Trading Days starting after the date hereof. 












 Notwithstanding anything herein to the contrary, during the Restricted Period, the Holder
may, directly or indirectly, sell or transfer all, or any part, of any Restricted Securities to any Person (an “Assignee”) in a transaction which does not need to be reported on the consolidated tape on the Principal Market, without
complying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the Company and such
Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee Agreement”, and each such transfer a
“Permitted Transfer”) and, subsequent to a Permitted Transfer, sales of the Holder and the Holder’s Trading Affiliates and all Assignees (other than any such sales that constitute Permitted Transfers) shall be aggregated for
all purposes of this Leak-Out Agreement and all Assignee Agreements. 
 Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing and shall be given in accordance with the terms of the Purchase Agreement. 

This Leak-Out Agreement constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto. 

This Leak-Out Agreement may be executed simultaneously in any number of counterparts. Each counterpart
shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and any such
signature shall be of the same force and effect as an original signature. 
 The terms of this
Leak-Out Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns. This Leak-Out
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any of other Person. 

This Leak-Out Agreement may not be amended or modified except in writing signed by each of the parties
hereto. 
 All questions concerning the construction, validity, enforcement and interpretation of this
Leak-Out Agreement shall be governed by Sections 5.9 and Section 5.20 of the Purchase Agreement. 

Each party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this
Leak-Out Agreement, the other party or parties hereto may not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been
performed in accordance with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms hereof in addition to any other remedy it may seek, at law or in equity. 












 The obligations of the Holder under this Leak-Out
Agreement are several and not joint with the obligations of any other holder of any of the Securities issued under the Purchase Agreement (each, an “Other Holder”) or any other holder of any of the Securities issued under the
Registration Statement that is not a signatory to the Purchase Agreement (each, a “Prospectus Purchaser Other Holder”) under any other agreement, and the Holder shall not be responsible in any way for the performance of the
obligations of any Other Holder or any Prospectus Purchaser Other Holder under any such other agreement. Nothing contained in this Leak-Out Agreement or in any other agreement, and no action taken by the
Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders or any Prospectus Purchaser Other Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and
the Other Holders or any Prospectus Purchaser Other Holder are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Leak-Out Agreement or any
other agreement and the Company acknowledges that the Holder and the Other Holders or any Prospectus Purchaser Other Holder are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own
counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Leak-Out Agreement, and it shall not be
necessary for any Other Holder or any Prospectus Purchaser Other Holder to be joined as an additional party in any proceeding for such purpose. 

The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the
terms offered to any Other Holder or any Prospectus Purchaser Other Holder with respect to any restrictions on the sale of Securities, including any other agreements substantially in the form of this Leak-Out
Agreement (or any amendment, modification, waiver or release thereof) (each a “Settlement Document”), is or will be more favorable to such Other Holder than those of the Holder and this
Leak-Out Agreement, and the Company agrees to use reasonable best efforts to enforce the terms of any Settlement Document. If, and whenever on or after the date hereof, the Company enters into a Settlement
Document with terms that are materially different from this Leak-Out Agreement, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the
terms and conditions of this Leak-Out Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that
the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the
benefit of any such amended or modified term or condition, in which event the term or condition contained in this Leak-Out Agreement shall apply to the Holder as it was in effect immediately prior to such
amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and equally to each Settlement Document. 

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 The parties hereto have executed this Leak-Out Agreement as of the
date first set forth above. 
  

			
	Sincerely,
	
	Neptune Wellness Solutions Inc.
		
	By:	 	 /s/ Raymond Silcock

		 	Name: Raymond Silcock
		 	Title: Chief Financial Officer


  

			
	AGREED TO AND ACCEPTED:
	
	HOLDER
	  

		
	By:	 	              

		 	Name:
		 	Title:













 Schedule of Material Differences to Exhibit 10.14 

The following are parties to a Leak-Out Agreement with the Company, each of which are substantially identical in all
material respects to the Leak-Out Agreement filed herewith as Exhibit 10.14 except as noted below. The actual Leak-Out Agreements are omitted pursuant to Instruction 2
to Item 601 of Regulation S-K. 
  

			
	 Investor
	  	 Dated

		
	 Armistice Capital Master Fund Ltd.
	  	October 6, 2022
		
	 Empery Asset Master, Ltd.
	  	October 6, 2022
		
	 Empery Tax Efficient, LP
	  	October 6, 2022
		
	 Empery Tax Efficient III, LP
	  	October 6, 2022
		
	 Sabby Volatility Warrant Master Fund, Ltd
	  	October 6, 2022