DELCATH SYSTEMS, INC. FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 23rd, 2013 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
Delcath Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) [ ] shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and (ii) [ ] warrants to purchase shares of Common Stock (the “Warrants”) to certain investors (each an “Investor” and, collectively, the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-183675). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares” and the Shares, the Warrants and the Warrant Shares are hereinafter referred to as the “Securities”. The Securities are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partners, LLC (“Roth”) in connection with such issuance and sale of the Securities.
Form of Subscription AgreementForm of Subscription Agreement • October 23rd, 2013 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned (the “‘Investor”) hereby confirms its agreement with Delcath Systems, Inc., a Delaware corporation (the “Company”), as follows:
