LOAN AND SECURITY AGREEMENT Dated as of August 6, 2021 between DELCATH SYSTEMS, INC., a Delaware corporation, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”Loan and Security Agreement • August 11th, 2021 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
ContractSecurity Agreement • August 11th, 2021 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO REGULATION D OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECOND NOTE AMENDING AGREEMENT (SURVIVING NOTES)Note Amending Agreement • August 11th, 2021 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT is made as of the 6th day of August, 2021, between ROSALIND OPPORTUNITIES FUND I L.P. (“ROFI”), an Ontario limited partnership, ROSALIND MASTER FUND L.P. (“RMF”, and together with ROFI, the “Holders”), a Cayman Islands exempted limited partnership, and DELCATH SYSTEMS, INC. (the “Company”), a Delaware corporation.
SUPPLEMENT to the Loan and Security Agreement dated as of August 6, 2021 between DELCATH SYSTEMS, INC. (“Borrower”) and Avenue Venture Opportunities Fund, L.P. (“Lender”)Loan and Security Agreement • August 11th, 2021 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • California
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of August 6, 2021 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
NOTE AMENDING AGREEMENT (SURVIVING NOTES)Note Amending Agreement • August 11th, 2021 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT is made as of the 15th day of July, 2019, between ROSALIND OPPORTUNITIES FUND I L.P. (“ROFI”), an Ontario limited partnership, ROSALIND MASTER FUND L.P. (“RMF”, and together with ROFI, the “Holders”), a Cayman Islands exempted limited partnership, and DELCATH SYSTEMS, INC. (the “Company”), a Delaware corporation.
