Summary Restructuring Term Sheet, dated August 16, 2023, between the Company and NH Expansion Credit Fund Holdings L.P

Neptune and its subsidiary Sprout Foods, Inc. (“Sprout”)

Neptune has the right, within ninety (90) days from the date hereof, to exchange existing Sprout debts (including accrued interest and accrued management fees) payable to Neptune for Sprout common stock (the “Exchange”).

Thereafter, Neptune may, at its option, commence a distribution of Neptune’s shares of common stock of Sprout through a special dividend, return of capital or other reorganization transaction, as determined by Neptune, resulting in the transfer of substantially all of the shares of common stock of Sprout owned by Neptune to Neptune shareholders (the “Spinout”). Neptune will, if required seek shareholder approval for the Spinout.

In connection with a Spinout, if completed, Neptune will cause Sprout to prepare a registration statement to be filed with the Securities and Exchange Commission and other applicable securities regulators that would result in Sprout shares being registered under the Securities Act of 1933, as amended.

MSEC agrees that simultaneous with or immediately prior to execution of the Exchange, the promissory notes issued by Sprout to MSEC and unaffiliated 3rd parties will be amended to provide for the following:

The amendments described above may be subject to certain third-party consents, including the consent of the holders of senior indebtedness of Neptune.

In the event the Spinout has not been completed prior to the maturity date of the amended promissory notes, Neptune will be required to purchase all equity in Sprout held by MSEC on the date of this Term Sheet at a price of $0.20 per share simultaneous with the retirement of the amended promissory notes.

In consideration of the amendments to Sprout senior debt described above, Neptune will transfer to MSEC approximately $2 million (or such amount as is necessary to obtain the equity ownership percentages set forth in Debt Exchange below) of senior debt of Sprout currently held by Neptune (the “Transferred Neptune Debt”). In addition, MSEC will

receive penny warrants to purchase common shares of Neptune such that MSEC will own 2% of the fully diluted shares of Neptune.

If Neptune effects the Exchange, Morgan Stanley will also exchange the Transferred Neptune Debt in the Exchange. The Exchange will be subject to the terms and conditions of an exchange agreement.

The Exchange will result in the following equity ownership percentages of Sprout:

Neptune: 89.5%

Morgan Stanley: 9.5%

Other holders: <1%.

On or prior to the Effective Date, the existing board of directors of Sprout will be replaced by a new board of directors (the “Sprout Board”), a majority of which will be independent directors and who will initially be selected by Neptune in consultation with MSEC. MSEC will be granted an observer right for the Sprout Board. The new Sprout Board will hold regular meetings to review performance.

Sprout will reserve 15% of its equity as a compensation incentive pool for Sprout management. Allocation of incentive pool at close subject to the approval of MSEC.

On the Effective Date or after, Sprout has the right to close an equity financing transaction, by way of a PIPE, rights offering or other structure, that would provide sufficient capital for Sprout to operate as an independent entity (the “Offering”)

The Spinout, the Exchange, the Offering and the other transactions contemplated herein will have customary conditions, including:

Neptune Wellness Solutions Inc.

By: /s/ Lisa Gainsborg

Name: Lisa Gainsborg

Title: Interim CFO

Date: 8/16/2023

NH Expansion Credit Fund Holdings, L.P.

By: /s/ Lincoln Isetta

Name: Lincoln Isetta

Title: Managing Director

Date: August 14, 2023