UNDERWRITER COMMON STOCK PURCHASE WARRANT OUTLOOK THERAPEUTICS, Inc.Outlook Therapeutics, Inc. • February 2nd, 2021 • Biological products, (no disgnostic substances) • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 28, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, as defined in Section 1 herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.
Outlook Therapeutics, Inc. 35,000,000 Shares of Common Stock (par value $0.01 per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • February 2nd, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Outlook Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “ Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 35,000,000 shares of its common stock, par value $0.01 per share (the “Shares ”). The 35,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 5,250,000 Shares as provided in Section 2 (the “Optional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2021 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and Syntone Ventures LLC (including its successors and assigns, “Purchaser”).
