DELCATH SYSTEMS, INC. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
Delcath Systems, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LIMITED WAIVERLimited Waiver • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Limited Waiver, dated July 17, 2020 (this “Agreement”), is to provide for a limited waiver of certain provisions of those certain Engagement Letters dated August 14, 2019 and January 13, 2020 (the “Engagement Letters”), and the Underwriting Agreement dated May 1 2020 (the “Underwriting Agreement”), between Delcath Systems, Inc. (“Delcath”) and ROTH Capital Partners, LLC (“ROTH”). Delcath and ROTH 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 Engagement Letters or the Underwriting Agreement, as the case may be.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSSecurities Purchase Agreement • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Amendment (the “Amendment”), dated as of August 18, 2020, is made to (i) that certain Securities Purchase Agreement (the “Series E Purchase Agreement”), dated as of July 11, 2019, and (ii) that certain Securities Purchase Agreement (the “Series E-1 Purchase Agreement,” together with the Series E Purchase Agreement, the “Purchase Agreements”), dated as of August 15, 2019, each between Delcath Systems, Inc. (the “Company”) and the purchasers signatories thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreements.
LIMITED WAIVERLimited Waiver • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Limited Waiver, dated July 10, 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 Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. (collectively, “Rosalind”). Delcath and Rosalind 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.
