DELCATH SYSTEMS, INC. UNDERWRITING AGREEMENT [•] Shares of Common Stock [•] Pre-Funded Warrants to Purchase Up to [•] Shares of Common Stock Series F Warrants to Purchase Up to [•] Shares of Common StockUnderwriting Agreement • April 20th, 2020 • 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 herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrant Shares”), and (iii) Series F warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Firm Warrants and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company
Delcath Systems, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of April __, 2020Warrant Agency Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of April __, 2020 (“Agreement”), between Delcath Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
BOARD APPOINTMENT AGREEMENTBoard Appointment Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
This Board Appointment Agreement (this “Agreement”) is entered into as of April 8, 2020 by and between Delcath Systems, Inc. (the “Company”), on the one hand, and Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. (collectively, “Rosalind”), on the other hand.
AMENDMENT TO SUPPORT AND CONVERSION AGREEMENTSupport and Conversion Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Amendment (this “Amendment”), dated as of April 8, 2020 and effective as of March 31, 2020, is made to that certain Support and Conversion Agreement (the “Support and Conversion Agreement”), dated as of March 11, 2020, among Delcath Systems, Inc. (the “Company”), Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. (collectively, “Rosalind”) and the executives of the Company listed on the signature pages thereto (each, an “Executive” and, collectively, the “Executives”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Support and Conversion Agreement.
SUPPORT AND CONVERSION AGREEMENTSupport and Conversion Agreement • April 20th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Support and Conversion Agreement (this “Agreement”) is entered into as of the 11th day of March, 2020 among Delcath Systems, Inc. (the “Company”), Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. (collectively, “Rosalind”) and the executives of the Company listed on the signature page hereto (each, an “Executive” and, collectively, the “Executives”).
