PRE-FUNDED COMMON STOCK PURCHASE WARRANT DELCATH SYSTEMS, INC.Delcath Systems, Inc. • February 7th, 2020 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED 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”) and 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, INC. UNDERWRITING AGREEMENT [•] Shares of Common Stock [•] Pre-Funded Warrants to Purchase [•] Shares of Common StockUnderwriting Agreement • February 7th, 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”) and (ii) pre-funded warrants (the “Firm Pre-Funded Warrants”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Firm Pre-Funded Warrant Shares”). The Firm Shares, the Firm Pre-Funded Warrants, and the Firm Pre-Funded Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, (i) an aggregate of [•] authorized but unissued shares
