Outlook Therapeutics Inc

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APPENDIX C

FORM OF CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF OUTLOOK THERAPEUTICS, INC.

Second: The date of filing of the original Certificate of Incorporation of this Company with the Secretary of State of the State of Delaware was October 22, 2015 and the date of filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was May 18, 2016.

Third: Paragraph A of ARTICLE IV of the Company’s Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:

“A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is million ( ) shares. ( ) shares shall be Common Stock, each having a par value of one cent ($0.01). ( ) shares shall be Preferred Stock, each having a par value of one cent ($0.01).1

Effective upon the effectiveness of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each [10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30]2 shares of Common Stock issued immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one share of Common Stock. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon surrender after the Effective Time of a certificate, which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Common Stock as reported on The Nasdaq Capital Market on the date that this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company becomes effective.”

Fourth: The foregoing amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Fifth: This Certificate of Amendment shall be effective at 5:00 p.m. Eastern Time on , 2024.

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Pursuant to Proposal No. 6, to the extent the board of directors of the Company (the “Board”) elects to effect a reverse stock split there will be a proportionate reduction in the number of shares authorized.

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The Board adopted a resolution approving 21 separate amendments to the Amended and Restated Certificate of Incorporation, as amended, of the Company. These amendments approve the combination of any whole number of shares of Common Stock between and including 10 and 30 into one share of Common Stock and a proportionate reduction in the number of authorized shares of Common Stock. By approving Proposal No. 6, you are approving each of the 21 amendments proposed by the Board. The Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that amendment determined by the Board to be in the best interests of the Corporation and its stockholders. The other 20 proposed amendments will be abandoned pursuant to Section 242(c) of the Delaware General Corporation Law. The Board may also elect not to do any reverse split in which all 21 proposed amendments will be abandoned. In accordance with these resolutions, the Board will not implement any amendment providing for a different split ratio.

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By:

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held March 7, 2024The Proxy Statement and our 2023 Annual Report to Stockholders are available at http://www.astproxyportal.com/ast/22704/OUTLOOKANNUALMEETINGTHERAPEUTICS,OFSTOCKHOLDERSOF INC.March 7, 2024PROXY VOTING INSTRUCTIONSINTERNET - Access “www.voteproxy.com” and follow the on-screeninstructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.IN PERSON - You may vote your shares in person by attending the Annual Meeting.GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoyonline access. COMPANY NUMBER ACCOUNT NUMBER Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 030724THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING NOMINEES,AND "FOR" PROPOSALS 2, 3, 4, 5, 6, 7 AND 8.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE xProposal 1 To elect the following members of Class II of theProposal 2To approve the potential issuance in excess of 19.99% of our out-FORAGAINSTABSTAINCompany’s board of directors:standing common stock in a private placement of shares of com-Gerd Auffarth, M.D.FORWITHHOLDmon stock and accompanying warrants at less than the “mini-mum price” under Nasdaq Listing Rule 5635.Julia A. Haller, M.D.Proposal 3To approve the potential issuance in excess of 19.99% of our out-FORAGAINSTABSTAINstanding common stock upon the conversion of an outstandingAndong Huangconvertible note at less than the “minimum price” under NasdaqListing Rule 5635, if required pursuant to the terms of the con-vertible note.Lawrence A. KenyonFORAGAINSTABSTAINProposal 4To approve the amendment of Outlook Therapeutics, Inc.’sAmended and Restated Certificate of Incorporation (the“Restated Certificate”) to increase the total number of shares ofour common stock authorized for issuance from 425,000,000shares to 1,200,000,000 shares.Proposal 5To approve the amendment of the Restated Certificate to reflectFORAGAINSTABSTAINnew Delaware law provisions regarding officer exculpation.FORAGAINSTABSTAINProposal 6To approve the amendment of the Restated Certificate to effect areverse stock split of our issued and outstanding common stock,and a corresponding and proportionate reduction in the numberof authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30, to be determined in the sole discretion of the Board ofDirectors.Proposal 7To ratify the selection of KPMG LLP as independent registeredFORAGAINSTABSTAINpublic accounting firm for fiscal 2024.FORAGAINSTABSTAINProposal 8A non-binding advisory vote on the compensation of our namedexecutive officers.To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method.Signature of StockholderDate:Signature of StockholderDate:Note: Please signexactly as your name or names appear on this Proxy. Whensharesare held jointly, eachholder should sign. Whensigning as executor, administrator, attorney, trustee orguardian,please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

OUTLOOK THERAPEUTICS, INC.PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 7, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDThe undersigned hereby constitutes and appoints C. Russell Trenary III and Lawrence A.Kenyon, and each of them as proxies, each with full power of substitution, and authorizeseach of them to represent and to vote all of the shares of common stock that the undersignedis entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) of OutlookTherapeutics, Inc. (the “Company”) in such manner as they, or either of them, may determineon any matters that may properly come before the Annual Meeting or any postponements oradjournments thereof and to vote on the matters set forth on the reverse side as directed bythe undersigned. The Annual Meeting will be held on March 7, 2024, 9:00 a.m. Central Timeat Cooley LLP, 110 North Wacker Drive, Suite 4200, Chicago, Illinois 60606. Theundersigned hereby revokes any proxies previously given.THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” THENOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3, 4, 5, 6, 7 AND 8. THE PROXIES AREAUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS NOT KNOWN AS MAYPROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTSTHEREOF. IF ANY OF THE NOMINEES LISTED IN PROPOSAL 1 BECOME UNAVAILABLE FOR ELECTION ASA RESULT OF AN UNEXPECTED OCCURRENCE, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF ASUBSTITUTE NOMINEE PROPOSED BY THE COMPANY.1.1(Continued and to be signed on the reverse side)14475