Tenshi Healthcare Pte. Ltd. - 21 Apr 2022 Form 4 Insider Report for Outlook Therapeutics, Inc. (OTLK)

Footnote F1

On April 21, 2022, the Reporting Person entered into a share purchase agreement with GMS Ventures & Investments ("GMS Ventures") pursuant to which, in connection with the transactions contemplated thereby (the "Restructuring"), GMS Ventures took direct ownership of the Issuer's shares that GMS Ventures and its affiliates (collectively, "GMS") indirectly held through its ownership in the Reporting Person. The transfer of the Issuer's shares to GMS Ventures in connection with the Restructuring occurred at the historic cost basis of GMS's investment in the Reporting Person for accounting purposes. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the price at which the transfer was effected.

Footnote F2

GMS does not have an economic interest in, or voting rights with respect to, the shares of the Issuer held by the Reporting Person. Following the completion of the Restructuring, Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), will become the sole shareholder of the Reporting Person. Kumar, a natural person, is the holder of a controlling interest in Tenshi. By virtue of these relationships, Kumar may be deemed to have voting and investment power with respect to the securities held by the Reporting Person and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any.