DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 13th, 2018 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Delcath Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and holders of certain of the Company’s instruments convertible, exercisable or exchangeable into Common Stock, on an as converted basis, subscription rights (the “Rights”) to purchase up to 28,571,429 shares of its Common Stock as set forth in the Company’s registration statement on Form S-1 (File No. 333-225567) filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 11, 2018, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price of $1.75 per share (the “Subscription Price”).
Information Agent AgreementInformation Agent Agreement • July 13th, 2018 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
This letter agreement (this “Agreement”) by and between D.F. King & Co., Inc.(“King”), and Delcath Systems, Inc. (the “Company”), sets forth the terms and conditions of the engagement of King by the Company, in connection with the offer (the “Rights Offer”) by the Company to issue Subscription Rights to purchase shares of Common Stock at a Subscription Price (the “Shares”) to holders of common stock and holders of warrants (the “Holders”). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Rights Offering (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Propectus.
