Delcath Systems

Delcath Systems – Delcath Systems, Inc. 2019 Equity Incentive Plan (February 7th, 2019)

Delcath Systems – DELCATH SYSTEMS, INC. AND Trustee FORM OF INDENTURE Dated as of Debt Securities (November 30th, 2018)

Delcath Systems – Stock Purchase Agreement (November 7th, 2018)

Delcath Systems – NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN a FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUI (September 7th, 2018)

Delcath Systems – 8% Senior Secured Convertible Promissory Note Due , 2019 (September 7th, 2018)

Delcath Systems – Delcath Systems, Inc. First Amendment to 8% Senior Secured Convertible Promissory Notes (September 7th, 2018)

Delcath Systems – NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN a FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUI (September 7th, 2018)

Delcath Systems – Delcath Systems, Inc. Second Amendment to Warrant to Purchase Common Stock (September 7th, 2018)

Delcath Systems – Backstop Commitment Purchase Agreement (September 7th, 2018)

Delcath Systems – Securities Purchase Agreement (September 7th, 2018)

Delcath Systems – Contract (August 15th, 2018)

Accounting Policies [Abstract] Accounting Policies [Abstract] Accounting Standards Update 2016-16 [Member] ASU 2016-16 [Member] Accounts Payable and Accrued Liabilities Disclosure [Text Block] Accrued Expenses Accounts Payable, Current Accounts payable Accounts Receivable, Net, Current Accounts receivables, net Accrued clinical trial expenses current. Accrued Clinical Trial Expenses, Current Clinical trial expenses Accrued Liabilities, Current Accrued expenses Total accrued expenses Accrued Liabilities [Member] Accrued Expenses [Member] Accrued Professional Fees, Current Professional fees Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Accumulated depreciation Accumulated Other Comprehensive Income (Loss), Net of Tax Accumulated other comprehensive income

Delcath Systems – Contract (August 15th, 2018)

1900000 800000 3400000 8000000 0 300000 6000 14400000 56000.00 35000.00 8750.00 5250.00 1351780 10092857 11444637 4200 2006 4.20 2360000 5250.00 0.01 590000 14400000 11157970 10600000 10300000 15200000 750.00 0.75 0.82 1225 10562425 P5Y 2 41.72 14400000 2 10.00 1 1 0.02 434981824 434981824 0.02 1 2 0.019 0.001 1000000000 500000000 0.01 0.01 0 1000000000 0.01 50000000 6877 35000000 40 27800000 24500.00 19250.00 10500.00 40 27800000 0.01 8537775 35000000 2800000 14 170000000 0.01 12250.00 0.01 0.01 0.001 644000 12250.00 12250.00 32787 3300000 1100000 2800000 2300000 4.00 1100000 P5Y 0.01 13000000 P5Y 800000 2500000 0.08 3.00 71800000 1816000 0.01 6436852.80 4000000 2436852.80 2125 61250 P42M 1000.00 2 7300000 0.05 2.00 600000 5220000 4374000 397000 314000 4103000

Delcath Systems – Backstop Commitment Purchase Agreement (August 1st, 2018)

BACKSTOP COMMITMENT PURCHASE AGREEMENT (this Agreement), dated as of July 20, 2018, by and between Delcath Systems, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a Purchaser, or in the aggregate, the Purchasers).

Delcath Systems – Backstop Commitment Purchase Agreement (August 1st, 2018)

BACKSTOP COMMITMENT PURCHASE AGREEMENT (this Agreement), dated as of June 4, 2018, by and between Delcath Systems, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a Purchaser, or in the aggregate, the Purchasers).

Delcath Systems – Delcath Systems, Inc. First Amendment to Warrants to Purchase Common Stock (July 26th, 2018)

Delcath Systems – First Amendment to Securities Purchase Agreement (July 26th, 2018)

This First Amendment to Securities Purchase Agreement (this Amendment) is dated as of July 20, 2018, by and among Delcath Systems, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages hereto (each, a Purchaser, or in the aggregate, the Purchasers).

Delcath Systems – FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS STATEMENTS DELCATH SYSTEMS, INC. Please Consult D.F. King & Co., Inc., the Information Agent for the Rights Offering, or Your Bank or Broker as to Any Questions. (July 13th, 2018)

The following instructions relate to a rights offering (the Rights Offering) by DELCATH SYSTEMS, INC., a Delaware corporation (DCTH or the Company), to the holders of record, on August 3, 2018, of its common stock, $0.01 par value (the Common Stock) and its warrants, as described in DCTH prospectus dated [ ], 2018 (the Prospectus). On August 3, 2018 (the Record Date), each holder of record of Common Stock and warrants at the close of business will receive, at no charge, 500 non-transferable subscription righst (the Subscription Rights) for each share of Common Stock and each share of Common Stock into which warrants are exercisable that are held at the Record Date.

Delcath Systems – Form of Non-Transferable Subscription Rights Certificate (July 13th, 2018)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon and is the owner of the number of subscription rights set forth above. Each subscription right entitles the holder thereof to subscribe for and purchase one share of Delcath Systems, Inc., a Delaware corporation, pursuant to the basic subscription right, on the terms and subject to the conditions set forth in the Prospectus and the Instructions as to Use of Delcath Systems, Inc. Subscription Rights Certificate accompanying this Rights Certificate. Holders who fully exercise their basic subscription rights are entitled to subscribe for additional shares of Common Stock that remain unsubscribed, subject to proration, as described in the Prospectus pursuant to the over-subscription privilege. The subscription rights may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the subscription price. THE RIGHTS EVIDENCED BY NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICAT

Delcath Systems – Dealer-Manager Agreement (July 13th, 2018)

Delcath Systems – Information Agent Agreement (July 13th, 2018)

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.

Delcath Systems – Contract (June 12th, 2018)

Accounting Policies [Abstract] Accounting Policies [Abstract] Accounting Standards Update 2016-16 [Member] ASU 2016-16 [Member] Accounts Payable and Accrued Liabilities Disclosure [Text Block] Accrued Expenses Accounts Payable, Current Accounts payable Accounts Receivable, Net, Current Accounts receivables, net Accrued clinical trial expenses current. Accrued Clinical Trial Expenses, Current Clinical trial expenses Accrued Liabilities, Current Accrued expenses Total accrued expenses Accrued Liabilities [Member] Accrued Expenses [Member] Accrued Professional Fees, Current Professional fees Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Accumulated depreciation Accumulated Other Comprehensive Income (Loss), Net of Tax Accumulated other comprehensive income (loss

Delcath Systems – Contract (June 12th, 2018)

800000 14400000 56000.00 35000.00 8750.00 5250.00 10092857 1351780 11444637 4200 2006 2360000 4.20 5250.00 0.01 590000 14400000 750.00 0.75 0.82 11157970 10600000 10300000 15200000 41.72 1225 10562425 2 14400000 1 1 434981824 0.02 434981824 0.02 1 2 0.019 0.001 1000000000 500000000 10.00 18300000 0.01 1000000000 0.01 0 6877 35000000 40 27800000 24500.00 19250.00 10500.00 1000000000 8000000 3400000 40 27800000 0.01 8537775 35000000 2800000 14 170000000 0.01 0 12250.00 0.01 0.01 0.001 644000 12250.00 12250.00 32787 0.08 3886109 1900000 71800000 300000 6000 6404000 0.01 2436852.80 6436852.80 4000000 61250 2125 1000.00 2 600000 0.05 7300000 2.00 3526000 5230000 280000 95000 4003000 311477000 4580000 8000 6418000 2029000 500000000 896994 0.01 896995 9000 4169000 4200000

Delcath Systems – Securities Purchase Agreement (June 8th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of June __, 2018, by and among Delcath Systems, Inc., a Delaware corporation (the Company), and the purchasers identified on the signature pages hereto (each, a Purchaser, or in the aggregate, the Purchasers).

Delcath Systems – Delcath Systems, Inc. Series D Warrant to Purchase Common Stock (February 5th, 2018)

Delcath Systems – Securities Purchase Agreement (January 17th, 2018)

This Securities Purchase Agreement (this Agreement) is dated as of , 2018 between Delcath Systems, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Delcath Systems – Common Stock Purchase Warrant Delcath Systems, Inc. (January 17th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the Initial Exercise Date) until this Warrant is exercised in full] (the Termination Date) but not thereafter, to subscribe for and purchase from Delcath Systems, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Delcath Systems – Contract (January 17th, 2018)

1900000 800000 1140 400000 1715 3400000 269 94141 300000 6000 112.00 70.00 1.00 17.50 24.50 10092857 1351780 11444637 4.20 4200 2006 2360000 10.50 0.01 590000 49.00 38.50 21.00 6800000 20000 27800000 4.83 27800000 0.01 4.39 1536.50 35000000 2800000 14 35000000 26200000 3000000 29200000 35000000 27800000 6800000 35000000 35000000 170000000 500000000 0.01 0.01 0.01 0.001 1288.00 6.09 17.50 65.35 75000000 77400000 6877 285 1140 3689000 0.01 2436852.80 6436852.80 4000000 122.50 2.125 1000.00 3755000 13233000 298000 448000 3770000 303808000 1891000 -34000 14486000 2495000 500000000 1425862 0.01 1426153 14000 9736000 529000 16000 0 1132000 16000 176000 1164000 660000 328000 16336000 14486000 15892000 544000 444000 221000 0.01 10000000 0 385000 53000 0 0 61000 1253000 502

Delcath Systems – Placement Agency Agreement (January 17th, 2018)

Delcath Systems – Contract (January 17th, 2018)

Accounting Policies [Abstract] Accounting Policies [Abstract] Accounting Standards Update 2016-09 [Member] ASU 2016-09 [Member] Accounts Payable and Accrued Liabilities Disclosure [Text Block] Accrued Expenses Accounts Payable, Current Accounts payable Accounts Receivable, Net, Current Accounts receivables, net Accrued Clinical Trial Expenses, Current Accrued Clinical Trial Expenses, Current Clinical trial expenses Accrued Liabilities, Current Accrued expenses Total accrued expenses Accrued Liabilities [Member] Accrued Liabilities [Member] Accrued Professional Fees, Current Professional fees Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Accumulated depreciation Accumulated Other Comprehensive Income (Loss), Net of Tax Accumulated other comprehensive income

Delcath Systems – Exchange Agreement (December 29th, 2017)

This Exchange Agreement (the Agreement) is entered into as of the 28th day of December, 2017, by and between Delcath Systems, Inc., a Delaware corporation with offices located at 1633 Broadway, Suite 22C, New York, New York 10019 (the Company) and the investor signatory hereto (the Holder), with reference to the following facts:

Delcath Systems – DELCATH SYSTEMS, INC. 1633 Broadway 22nd Floor, Suite C New York, NY 10019 (December 29th, 2017)

This agreement (the Leak-Out Agreement) is being delivered to you in connection with that certain understanding by and among Delcath Systems, Inc., a Delaware corporation (the Company) and the undersigned (Holder).

Delcath Systems – Delcath Systems, Inc. Warrant to Purchase Common Stock (November 16th, 2017)

Delcath Systems, Inc., a Delaware corporation (the Company), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the Holder), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the Warrant), at any time or times on or after the Exchange Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the Warrant Shares, and such number of Warrant Shares, the Warrant Number). Except as otherwise defined herein, capitalized terms in this Warrant shall have

Delcath Systems – Delcath Systems, Inc. Senior Secured Convertible Note (November 16th, 2017)

FOR VALUE RECEIVED, Delcath Systems, Inc., a Delaware corporation (the Company), hereby promises to pay to the order of Hudson Bay Master Fund Ltd. or its registered assigns (Holder) the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, in connection with the occurrence (and continuance) of any Event of Default (as defined below), to pay interest (Interest) on any outstanding Principal until the same becomes due and payable, whether upon the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this Note) is one

Delcath Systems – Exchange Agreement (November 16th, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the Securities Purchase Agreement), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the Notes), convertible into shares of the Companys common stock, par value $0.01 per share (the Common Stock) and (ii) warrants to acquire shares of the Common Stock. Capitalized terms not defined herein shall have the meaning as set forth in the Notes.

Delcath Systems – Delcath Systems, Inc. Pre-Funded Warrant to Purchase Common Stock (November 2nd, 2017)

Delcath Systems, Inc., a company organized under the laws of Delaware (the Company), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the Holder), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after November , 2017 (the Initial Exercisability Date) until this Warrant is exercised in full (the Expiration Date), fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the Warrant Shares). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this Warrant), shall have the meanings set forth in Section 16. This Warra