Delcath Systems, Inc. (a Delaware corporation) 1,460,027 Shares of Common Stock UNDERWRITING AGREEMENTDelcath Systems, Inc. • December 11th, 2020 • Surgical & medical instruments & apparatus • New York
LIMITED WAIVERLimited Waiver • December 11th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus
This Limited Waiver, dated December 7, 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.
Canaccord Genuity LLC 99 High Street Suite 1200 Boston, MA USA 02110 CONFIDENTIAL November 25, 2020 T1: 1.617.371.3900 T2: 1.800.225.6201 cgf.comDelcath Systems, Inc. • December 11th, 2020 • Surgical & medical instruments & apparatus
This letter (the “Agreement”) will confirm the basis upon which Delcath Systems, Inc. (“Client”) has engaged Canaccord Genuity LLC (together with its affiliates, control persons, directors, officers, employees and agents, “CG”) to act as Client’s exclusive agent and financial advisor in connection with a registered public offering, on a best efforts basis or in a firm commitment underwriting, of one or more classes or series of securities of Client (the “Securities”). The Securities may take the form of common stock or other equity-related securities, including warrants and convertible debt. The offering of the Securities shall be referred to as the “Offering.”
Canaccord Genuity LLC 99 High Street Suite 1200 Boston, MA USA 02110 T1: 1.617.371.3900 T2: 1.800.225.6201 cgf.comDelcath Systems, Inc. • December 11th, 2020 • Surgical & medical instruments & apparatus
