ESCROW AGREEMENTEscrow Agreement • September 24th, 2007 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • September 24th, 2007 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
Form of WarrantDelcath Systems Inc • September 24th, 2007 • Surgical & medical instruments & apparatus
This Warrant is one of a series of warrants issued pursuant to those certain Subscription Agreements, each dated September 18, 2007, by and between the Company and each of the purchasers identified therein (the “Subscription Agreements”). All such warrants are referred to herein, collectively, as the “Warrants.” The original issuance of the Warrants by the Company pursuant to the Subscription Agreements has been registered pursuant to a Registration Statement on Form S-3 (File No. 333-143280) (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, the “Registration Statement”).
3,833,108 Shares Warrants to Purchase 1,916,554 Shares DELCATH SYSTEMS, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 24th, 2007 • Delcath Systems Inc • Surgical & medical instruments & apparatus • New York
Delcath Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 3,833,108 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Each Investor shall also receive a warrant, in the form of Exhibit B attached hereto, to purchase up to a number of shares of the Company’s Common Stock (the “Warrant Shares”) equal to fifty percent (50%) of the number of Shares purchased by such Investor, at an exercise price equal to $4.53 per share, exercisable beginning six months after the issuance thereof and on or prior to the fifth anniversary of the issuance thereof (the “Warrants” and together with the
