First Amendment to Stock Purchase Agreement, dated as of July 13, 2022, by and among Sprout Foods, Inc., Neptune Growth Ventures, Inc. and NH Expansion Credit Fund Holdings LP

Exhibit 10.2

EXHIBIT 10.2

First Amendment to Stock Purchase Agreement

This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 13, 2022 (the “Effective Date”), by and between Sprout Foods, Inc., a Delaware corporation (“Seller”), NH Expansion Credit Fund Holdings LP, a Delaware limited partnership (“NHEC”), and Neptune Growth Ventures Inc., a Delaware corporation (the “Buyer”). Seller, NHEC and Buyer are sometimes referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Parties previously entered into the Stock Purchase Agreement, dated as of February 10, 2021 (the “Purchase Agreement”);

WHEREAS, the Parties wish to amend the Purchase Agreement as set forth in this Amendment in connection with that certain Amended and Restated Secured Promissory Note, dated as of the date hereof, issued by Seller in favor NHEC (the “A&R Secured Promissory Note”); and

WHEREAS, the Parties intend for this Amendment to facilitate the issuance of the A&R Secured Promissory Note and the receipt by Seller of the New Loan (as defined below), but the issuance of such A&R Secured Promissory Note is not intended to amend, adjust or otherwise increase the Purchase Price, as defined in the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements, covenants and considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Addition of Section 1.5 to the Purchase Agreement. The following section is added as a new Section 1.5 of the Purchase Agreement:

“1.5 Amended and Restated Secured Promissory Note.

(a) In consideration of the receipt by Seller of Three Million Dollars ($3,000,000) from NHEC (the "New Loan"), Seller shall execute, deliver and issue, as maker, that certain A&R Secured Promissory Note in the principal amount of Thirteen Million Dollars ($13,000,000) to NH Expansion Credit Fund Holdings LP, as payee, which A&R Promissory Note shall be subject to the Guaranty. References to the “Note” in the Purchase Agreement shall refer to the A&R Promissory Note; provided that the issuance of the A&R Promissory Note shall not amend, adjust or otherwise increase the Purchase Price.

(b) In consideration of the New Loan, Neptune shall issue a number of newly issued, fully paid, and non-assessable Neptune Common Shares equal to the quotient of (i) Six Hundred Thousand ($600,000), divided by (ii) the volume weighted average price of a share of Neptune Common Stock on NASDAQ for the twenty (20) trading days ending on June__ 21, 2022 (the “Additional Neptune Shares”) to NHEC on July 13, 2022 in the manner specified in an issuance direction letter delivered by NHEC prior to the issuance of the Additional Neptune Shares.”

2. Amendment to Section 4.6 of the Purchase Agreement. Section 4.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“4.6 Valid Issuance of Neptune Shares and Additional Neptune Shares. The Neptune Shares and the Additional Neptune Shares, when issued by Neptune, (a) will be duly authorized, validly issued, fully paid and nonassessable, (b) will not have been issued in violation of any preemptive or similar rights, (c) will be free and clear of all Liens, other than the provisions of the Lock-Up Agreement and restrictions on transfer pursuant to applicable securities Laws, (d) will have been issued in compliance with applicable securities Laws, and (e) will, following the expiration of the holding periods set forth in the Lock-Up Agreement and subject to restrictions on transfer pursuant to applicable securities Laws, be freely tradeable on the TSX and NASDAQ public securities exchange markets, or such other securities market on which the Neptune Common Shares are traded.”

3. Amendment to Section 5.5 of the Purchase Agreement. Section 5.5 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“5.5 Rule 144. With a view to making available to each Neptune Share Holder the benefits of Rule 144 (“Rule 144”) under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Neptune Share Holders to sell the Neptune Shares and the Additional Neptune Shares to the public without registration, Neptune agrees to use commercially reasonable efforts: (i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Neptune Share Holder owns any Neptune Shares or Additional Neptune Shares, to furnish in writing upon such Neptune Share Holder’s request a written statement by Neptune that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Neptune Share Holder a copy of the most recent annual or quarterly report of Neptune, and such other reports and documents so filed by Neptune as may be reasonably requested in availing such Neptune Share Holder of any rule or regulation of the SEC permitting the selling of any such Neptune Shares or Additional Neptune Shares without registration, (iv) with respect to the sale of any Neptune Shares or Additional Neptune Shares by a Neptune Share Holder pursuant to Rule 144 and subject to such Neptune Share Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without any charge to such Neptune Share Holder, a written legal opinion of its counsel to facilitate such sale and, if necessary, instruct its transfer agent in writing that it may rely on said written legal opinion of counsel with respect to said sale and (v) to undertake any additional actions commercially necessary to maintain the availability of Rule 144.”

4. Buyer’s Deliveries. On or prior to the Effective Date, Buyer shall deliver to NHEC the following:

5. Representations and Warranties of Buyer.

6. Miscellaneous.

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IN WITNESS WHEREOF, this Amendment has been executed by or on behalf of each Party as of the Effective Date written above.

Attachment A

DISCLOSURE SCHEDULES TO STOCK PURCHASE AGREEMENT

Schedule to Section 4.7 of the Purchase Agreement

Buyer did not timely file its Annual Information Form, Financial Statements and Management’s Discussion and Analysis for the year ended March 31, 2021 on SEDAR. The foregoing documents were filed on July 15, 2021.

Buyer filed, on June 30, 2022, a Form 12b-25 notifying the SEC that it did not file its Annual Report on Form 10-K for the year ended March 31, 2022 (the “Form 10-K”) by the due date, June 29, 2022. Buyer filed the Form 10-K on July 8, 2022. For purposes of Canadian securities laws, the disclosure documents included in the Form 10-K were not filed timely. The Company has received confirmation of receipt of a management cease trade order from its securities regulator