Exhibit 10.2


 


C
O N V E R T I B L E  P R O M I S S O R Y  N O T E


 


	December 22, 2022	U.S.
$31,820,000.00



 


FOR
VALUE RECEIVED, Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”),
promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its
successors or assigns (“Lender”), $31,820,000.00 and any interest, fees, charges, and late fees accrued hereunder on
January 1, 2024 (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the
Outstanding Balance at the rate of nine and a half percent (9.5%) per annum from the Purchase Price Date until the same is paid in full.
All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day
months, shall compound daily and shall be payable in accordance with the terms of this Note. This Convertible Promissory Note (this “Note”)
is issued and made effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to
that certain Securities Purchase Agreement dated December 22, 2022, as the same may be amended from time to time, by and between
Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment
1 attached hereto and incorporated herein by this reference.


 


This Note carries an original
issue discount of $1,800,000.00 (“OID”). In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s
legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale
of this Note (the “Transaction Expense Amount”). The OID and the Transaction Expense Amount are included in the initial
principal balance of this Note and are deemed to be fully earned and non-refundable as of the Purchase Price Date. The Purchase Price
(as defined in the Purchase Agreement) shall be payable as set forth in the Purchase Agreement.


 


1.            Payment;
Exit Fee.


 


1.1.            Payment.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below),
as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall
be applied first to (a) reasonable costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued
and unpaid interest, and thereafter, to (d) principal.


 


1.2.            Exit
Fee. Any payments made under this Note by Borrower in cash (including prepayments or repayment at maturity) will be subject to a seven
and a half percent (7.5%) exit fee.


 


2.            Security.
This Note is unsecured.


 


3.            Conversions.


 


3.1.            Lender
Optional Conversion. Lender has the right beginning on April 1, 2023 until the Outstanding Balance has been paid in full, at
its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable
Common Shares, par value $0.01 (the “Common Shares”), of Borrower (“Conversion Shares”) as per the
following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”)
divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion
Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase
Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares
from any Conversion to Lender in accordance with Section 7 below.


 






    	 	 	 



     


    

 


3.2.            Borrower
Optional Conversion. Borrower will have the right to convert all or any portion of the Outstanding Balance into Conversion Shares
at $2.00 per share (subject to adjustment for stock splits and stock combinations and subject to the Maximum Percentage (as defined below))
by sending written notice to Lender, and deliver such Conversion Shares to Lender if each of the Borrower Optional Conversion Conditions
is met as of the date Borrower desires to exercise such conversion right. Borrower shall deliver the Conversion Shares pursuant to this
Section 3.2 in accordance with Section 7 below.


 


4.            Trigger
Events, Defaults and Remedies.


 


4.1.            Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to
pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other
similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty
(20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay,
or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower
makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency
or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower
fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement and such failure remains unremedied for
a period of ten (10) calendar days; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent;
(i) Borrower fails to timely establish and maintain the Share Reserve (as defined in the Purchase Agreement); (j) Borrower fails
to deliver any Conversion Shares in accordance with the terms hereof; (k) Borrower fails to timely seek the Approval (as defined
below) as required pursuant to Section 9 hereof; (l) any money judgment, writ or similar process is entered or filed against
Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be
DWAC Eligible and does not cure such failure within twenty (20) days; (n) Borrower or any subsidiary of Borrower, breaches any covenant
or other term or condition contained in any Other Agreements in any material respect and such failure remains unremedied for a period
of twenty (20) calendar days; (o) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition
or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement) in any material
respect, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, and such failure
remains unremedied for a period of twenty (20) calendar days; (p) any representation, warranty or other statement made or furnished
by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is
false, incorrect, incomplete or misleading in any material respect when made or furnished; or (q) Borrower effectuates a reverse
split of its Common Stock without twenty (20) Trading Days prior written notice to Lender.


 


4.2.            Trigger
Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance
by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3.            Defaults.
At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower
cure the Trigger Event within ten (10) Trading Days. If Borrower fails to cure the Trigger Event within the required ten (10) Trading
Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).


 






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4.4.            Default
Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written
notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding
the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1, an Event of
Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become
immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for
the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred
at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default
Interest”). For the avoidance of doubt, Lender may continue making Conversions at any time following an Event of Default until
such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any
grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder
of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment
shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required
pursuant to the terms hereof.


 


5.            Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter
against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms
of this Note.


 


6.            Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.
No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other
prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide
a waiver or consent in the future except to the extent specifically set forth in writing.


 


7.            Method
of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following each date a Conversion
Notice is delivered by Lender (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and
such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares
electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible or such
Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Conversion Notice),
via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares
to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met
its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the
certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to
the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the
event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds
that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),
Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities
legend, but otherwise in accordance with the provisions of this Section 7. In conjunction therewith, Borrower will also deliver to
Lender a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion
Shares violates Rule 144.


 






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8.            Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall not
effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with its affiliates)
to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for
such purpose the Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section,
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding the forgoing,
the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $25,000,000.00.
Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to
the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set
forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver
will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional
and non-waivable and shall apply to all affiliates and assigns of Lender.


 


9.            Issuance
Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree
that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may
not exceed 45,206,312 shares of Common Stock (“Issuance Cap”), except that such limitation will not apply following
Approval (defined below). At Company’s next annual meeting but in no event later than March 31, 2023, Borrower will seek stockholder
approval of the Note and the issuance of Conversion Shares thereunder in excess of the Issuance Cap (the “Approval”).
If the Borrower is unable to obtain such Approval, any remaining Outstanding Balance of this Note after reaching the Issuance Cap must
be repaid in cash. For the avoidance of doubt, failure to obtain the Approval shall not be considered a Trigger Event hereunder.


 


10.            Opinion
of Counsel. In the event that an opinion of counsel is needed for conversion of this Note, Lender has the right to have any such opinion
provided by its counsel.


 


11.            Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


 


12.            Arbitration
of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in
the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


13.            Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed
canceled, and shall not be reissued.


 


14.            Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 






    	 	4	 



     


    

 


15.            Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock issued upon conversion of
this Note may be offered, sold, assigned or transferred by Lender to any of its affiliates without the consent of Borrower.


 


16.            Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
the subsection of the Purchase Agreement titled “Notices.”


 


17.            Liquidated
Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s
damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict
future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree
that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are
intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any
such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).


 


18.            Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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signature page follows]


 






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IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed as of the Effective Date.


 


	                                    	BORROWER:
	 	 	 
	 	Outlook Therapeutics, Inc.
	 	 	 
	 	By:	                                                      
	 	 	Lawrence A. Kenyon, CFO


 


	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 	 
	LENDER:	 
	 	 	 
	Streeterville Capital, LLC	 
	 	 	 
	By:	 	 
	 	John M. Fife, President	 


 


[Signature Page to Convertible Promissory
Note]


 






    	 	 	 



     


    

 


ATTACHMENT 1


 


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.            “Borrower
Optional Conversion Conditions” means that each of the following conditions has been satisfied on the date of each Conversion:
(a) all of the Conversion Shares would be freely tradable pursuant to an effective registration statement, under Rule 144 or
without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on
conversion of this Note); (b) the applicable Conversion Shares would be eligible for immediate resale by Lender; (c) no Trigger
Event shall have occurred hereunder at any time; (d) at any time after the date that is six (6) months from the Purchase Price
Date, for each of the consecutive prior thirty (30) Trading Days (with such period beginning on or after the six (6) month anniversary
of the Purchase Price Date), the daily VWAP was greater than or equal to $2.50 (subject to adjustments for stock splits and stock combinations);
and (e) the Common Stock is trading on Nasdaq or NYSE.


 


A2.            “Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price, respectively,
for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade
price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market
is not the principal securities exchange or trading market for the Common Stock, the last closing bid price or last trade price, respectively,
of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg,
or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter
market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price,
respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market
makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender
and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other
similar transaction during such period.


 


A3.            “Conversion
Price” means, prior to the occurrence of a Major Trigger Event, $2.00 per share (subject to adjustment for stock splits and
stock combinations), and following the occurrence of a Major Trigger Event, the lesser of (a) $2.00 per share (subject to adjustment
for stock splits and stock combinations), and (b) ninety percent (90%) multiplied by the lowest Closing Bid Price in the three (3) Trading
Days prior to the date on which the Conversion Notice is delivered.


 


A4.            “DTC”
means the Depository Trust Company or any successor thereto.


 


A5.            “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A6.            “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A7.            “DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation)
by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the
Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC. Notwithstanding anything to the contrary herein, in the event Borrower or its
transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance
is in violation of Rule 144, Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender
with a restricted securities legend, but otherwise in accordance with the provisions of Section 7 and shall not be deemed to have
failed to be DWAC Eligible under this definition.


 







    	Attachment 1 to Secured Convertible Promissory Note, Page 1



     


    

 


A8.              “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation)
any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets
to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding voting stock of Borrower.


 


A9.              “Major
Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(k).


 


A10.            “Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A11.            “Market
Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen
(15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s most
recently filed Form 10-Q or Form 10-K.


 


A12.            “Minor
Trigger Event” means any Trigger Event that is not a Major Trigger Event.


 


A13.            “Other
Agreements” means, collectively, all existing and future agreements and instruments between, among or by Borrower (or it subsidiary),
on the one hand, and Lender (or an affiliate), on the other hand.


 


A14.            “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to
the terms hereof for payment, Conversion, offset, or otherwise, the Transaction Expense Amount, accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related
to Conversions, and any other fees or charges incurred under this Note.


 


A15.            “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A16.            “Trading
Day” means any day on which Borrower’s principal market is open for trading.


 


A17.            “Trigger
Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by (a) ten percent
(10%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger Event, and
then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the
foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided that the
Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3) times hereunder
with respect to Minor Trigger Events.


 


A18.            “VWAP”
means the volume weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading Days,
as the case may be, as reported by Bloomberg.


 


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    	Attachment 1 to Secured Convertible Promissory Note, Page 2



     


    

 


EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Outlook Therapeutics, Inc. 	Date:                     






Attn: Lawrence A. Kenyon, CEO


485 Route 1 South


Building F, Suite 325


Iselin, New Jersey 08830


 


CONVERSION NOTICE


 


The
above-captioned Lender hereby gives notice to Outlook Therapeutics, Inc., a Delaware corporation (the “Borrower”),
pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on December 22, 2022 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Shares of Borrower
as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of
a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its
sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion:____________






		B.	Conversion #:____________






		C.	Conversion Amount: ____________






		D.	Conversion Price: _______________






		E.	Conversion Shares: _______________ (C divided by D)






		F.	Remaining Outstanding Balance of Note: ____________*



 


* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.


 


Please
transfer the Conversion Shares electronically (via DWAC) to the following account:


 


	Broker: 	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name: 	 	 	 	 


 


	 	Lender:
	 	 	 
	 	Streeterville Capital, LLC
	 	 	 
	 	By:	 
	 	 	John M. Fife, President


 






    	Exhibit A to Secured Convertible Promissory Note, Page 1