Exhibit 10.3


 





LEAK-OUT AGREEMENT


 


March 24, 2020     


 


This agreement (the
 “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Jaguar Health,
Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto
(collectively, the “Holder”).


 


Reference is hereby
made to that certain Warrant Exercise and Preferred Stock Amendment Agreement, dated March 24, 2020, by and among the Company and
Holder (the “Amendment Agreement”), pursuant to which the Company and the Holder amended certain terms associated
with the Company’s outstanding (i) Series B Convertible Preferred Stock (“Series B Preferred Stock”) and
Series 2 Common Stock purchase warrants (“Series 2 Warrants” or the “Holder Warrants”) owned
by the Holder. Capitalized terms not defined herein shall have the meaning as set forth in the Amendment Agreement, Series B Convertible
Preferred Stock Certificate of Designation, and the Series 2 Warrants. In the aggregate, the Series B Preferred Stock, the Holder
Warrants, and the shares of Common Stock underlying each of the Series B Preferred Stock and the Holder Warrants may be referred
as the “Securities.”


 


The Holder agrees solely
with the Company that, subject to any other contemporaneously executed leak-out or lock-up agreement that may be executed in proximity
to this Leak-Out Agreement (collectively, the “Other Leak-Out Agreements”) regarding such holder’s trading
with terms that are no less restrictive than the terms contained herein, following the date hereof (such date, the “Effective
Date”) until the date that the Holder no longer holds any Common Stock underlying the Series B Preferred Stock or the
Holder Warrants, during any periods that the Bid Price (as defined in the Warrant) is less than the then effective Exercise Price
of the Holder Warrants (initially $0.5227 subject to adjustment thereunder) (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 Amendment
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) during the Restricted Period, Shares of Common Stock underlying
the Series B Preferred Stock or the Holder Warrants (collectively, the “Restricted Securities”) in an amount
more than, during any Trading Day during the applicable Restricted Period, the greater of the average of (a) $20,000 per Trading
Day each month and (b) an amount equal to 20% of the (i) average daily trading volume of Common Stock as reported by Bloomberg,
LP per calendar month or (ii) trading volume of Common Stock as reported by Bloomberg, LP on such Trading Day; provided, that the
foregoing restriction shall not apply to any actual “long” (as defined in Regulation SHO of the Securities Exchange
Act of 1934, as amended) sales by the Holder or any of the Holder’s Trading Affiliates at a price greater than the then Exercise
Price of the Warrants (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other
similar events occurring 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 the Securities (the “Restricted Securities”) to any Person (an “Assignee”) in a transaction
which does not need to be reported on the Nasdaq consolidated tape, 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 Series 2 Warrants.


 


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
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 Section 5(e) of the
Series 2 Warrant.


 


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
will 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.


 



     


     


    




 


[LEAKOUT SIGNATURE PAGE]


 




	 	 	Sincerely, 
	 	 	 
	 	 	JAGUAR HEALTH, INC. 
	 	 	 
	 	 	 
	 	 	 
	 	 	By:  	/s/ Lisa A. Conte
	 	 	 	Name:  Lisa A. Conte
	 	 	 	Title:  Chief Executive Officer & President
	 	 	 


 


 


	Agreed to and Acknowledged:	 	 
	 	 	 
	“HOLDER”	 	 
	 	 	 
	IONIC VENTURES, LLC	 	 
	 	 	 
	 	 	 
	 	 	 
	By: 	/s/ Brendan O’Neil	 	 
	 	Name: Brendan O’Neil	 	 
	 	Title: Authorized Signatory