FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • December 23rd, 2022 • Outlook Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [•], 2022, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Outlook Therapeutics, Inc.Outlook Therapeutics, Inc. • December 23rd, 2022 • Biological products, (no disgnostic substances)
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 December ___, 2025 (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. 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 issued by the Company pursuant to the Engagement Agreement, dated as of December 22, 2022, between the Company and M.S. Howells & Co. (the “Engagement Agreement”).
STRICTLY CONFIDENTIALOutlook Therapeutics, Inc. • December 23rd, 2022 • Biological products, (no disgnostic substances)
Pursuant to our recent discussions, this letter agreement (this “Agreement”) confirms our understanding that Outlook Therapeutics, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, the “Company”), has engaged M.S. Howells & Co. (the “Placement Agent”) to act as the Company’s placement agent to introduce it to certain investors (the “Investors”) as prospective purchasers of the Company’s shares of common stock par value $0.01 per share (the “Shares”), in connection with a registered direct financing (the “Transaction”). This Agreement will be effective as of December 22, 2022 (the “Effective Date”) and will expire on December 29, 2022.
