LIMITED WAIVER

Exhibit 99.3

LIMITED WAIVER

This Limited Waiver, dated December 7, 2020 (this “Agreement”), is to provide for a limited waiver of certain provisions of that certain Support and Conversion Agreement dated March 11, 2020, as amended by the Amendment dated April 8 2020 (the “Support and Conversion Agreement”), by and among Delcath Systems, Inc. (“Delcath”), certain executives of Delcath, and Xxxxxxxx Master Fund L.P. and Xxxxxxxx Opportunities Fund I L.P. (collectively, “Xxxxxxxx”). Delcath and Xxxxxxxx may be referred to herein individually or collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meaning given such terms in the Support and Conversion Agreement.

Pursuant to Section 5 of the Support and Conversion Agreement, the Parties agreed that, among other things, during the period ending on the second anniversary of the Closing of the Offering (the “Tail Period”), Delcath shall offer to Xxxxxxxx the opportunity to participate in any Financing (the “Participation Provisions”).

Delcath now proposes to engage Canaccord Genuity LLC and XXXX Capital Partners LLC to serve as joint bookrunners in connection with a Confidentially Marketed Public Offering (the “Proposed Financing”), and seeks to have Xxxxxxxx waive the Participation Provisions in the Support and Conversion Agreement solely with respect to the Proposed Financing.

Section 1: Limited Waiver

Xxxxxxxx hereby waives the Participation Provisions in connection with the Proposed Financing during the Tail Period. The Parties hereto acknowledge and agree that, except with respect to the foregoing waiver, the Participation Provisions set forth in the Support and Conversion Agreement remain in full force and effect.

Section 2: Amendment and Modification

This Agreement may not be amended or modified except by a written agreement executed by the Parties and specifically referencing the provisions hereof to be so amended or modified.

Section 3: Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of such counterpart signature pages by facsimile or other electronic transmission shall be effective as delivery of an original executed copy of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Limited Waiver as of the date first written above.

XXXXXXXX MASTER FUND L.P.
BY: XXXXXXXX ADVISORS, INC. - ADVISOR
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   President
XXXXXXXX OPPORTUNITIES FUND I L.P.
BY: XXXXXXXX ADVISORS, INC. - ADVISOR
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   President
DELCATH SYSTEMS, INC.
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Chief Executive Officer