869,565 Shares Warrants to Purchase 1,043,478 Shares DELCATH SYSTEMS, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 10th, 2009 • 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 869,565 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 one hundred twenty percent (120%) of the number of Shares purchased by such Investor, at an exercise price equal to $3.99 per share, exercisable on or after the issuance thereof and on or prior to the fifth anniversary of the issuance thereof (the “Warrants” and together with the Sh
DELCATH SYSTEMS, INC. WARRANTWarrant Agreement • June 10th, 2009 • Delcath Systems Inc • Surgical & medical instruments & apparatus
This Warrant is being issued pursuant to that certain Subscription Agreement, dated June 9, 2009, by and between the Company and the purchaser identified therein (the “Subscription Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” The original issuance of the Warrants and the Warrant Shares by the Company pursuant to the Subscription Agreement 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”).
