Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2023, by and between Neptune Wellness Solutions Inc., a Québec, Canada corporation (the “Company”), and the Persons set forth on Schedule A hereto (the “Purchasers”).
WHEREAS, this Agreement is made in connection with the issuance and sale of Common Share Purchase Warrants (the “Warrant”) to purchase common shares of the Company (the “Warrant Shares”) pursuant to that certain Note Purchase Agreement, dated as of January [12], 2023, by and among the Company, CCUR Holdings, Inc., as collateral agent, and the Purchasers (the “Purchase Agreement”); and
WHEREAS, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:
DEFINITIONS
“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.
“Company” has the meaning specified therefor in the introductory paragraph of this Agreement.
“Effectiveness Deadline” has the meaning specified therefor in Section 2.01(a) of this Agreement.
“Effectiveness Period” has the meaning specified therefor in Section 2.01 of this Agreement.
“Holder” means the record holder of any Registrable Securities.
“Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.
“Purchasers” has the meaning specified therefor in the introductory paragraph of this Agreement.
“Registrable Securities” means the Warrant Shares and any type of interest issued to the Holder as a result of Section 3.04.
“Registration Expenses” has the meaning specified therefor in Section 2.05(b) of this Agreement.
“Registration Statement” has the meaning specified therefor in Section 2.01 of this Agreement.
“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.
“Shelf Filing Date” has the meaning specified therefore in Section 2.01 of this Agreement.
“Warrant Shares” has the meaning specified therefor in the recitals of this Agreement.
REGISTRATION RIGHTS
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The Company will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Company to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Registration Statement and the Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder.
Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.03, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.03 or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
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MISCELLANEOUS
Neptune Wellness Solutions Inc.
545 Promenade du Centropolis
Suite 100
Laval, Québec, Canada, H7T 0A3
Attention: Jean-Daniel Bélanger
Email: j-d.belanger@neptunecorp.com
with a copy to:
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Osler, Hoskin & Harcourt LLP
1000, rue De La Gauchetière Ouest
Bureau 2100
Montréal, Québec, Canada, H3B 4W5
Attention: François Paradis
Email: fparadis@osler.com
All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means.
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[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.
NEPTUNE WELLNESS SOLUTIONS INC.
By: /s/ Christopher Piazza
Name: Christopher Piazza
Title: Authorized Signatory
[Registration Rights Agreement]
313546051.8
IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.
CCUR HOLDINGS, INC.
By: /s/ Igor Volshtyen
Name: Igor Volshtyen
Title: President and CEO
[Registration Rights Agreement]
313546051.8
IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.
SYMBOLIC LOGIC, INC.
By: /s/ Igor Volshtyen
Name: Igor Volshtyen
Title: President and CEO
[Registration Rights Agreement]
313546051.8
Schedule A
List of Purchasers
CCUR Holdings, Inc.
Symbolic Logic, Inc.
313546051.8