<PAGE>
April __, 2000
Whale Securities Co., L.P.
650 Fifth Avenue
New York, New York 10019
Re: Delcath Systems, Inc.
Dear Sir or Madam:
In order to induce Whale Securities Co., L.P. (the
"Underwriter") to enter into an underwriting agreement with Delcath Systems,
Inc. (the "Company") in connection with the proposed public offering of the
common stock of the Company (the "Common Stock") contemplated by that certain
letter of intent between the Company and the Underwriter dated March 8, 2000
(the "Proposed Offering"), and as described in a registration statement filed
with the Securities and Exchange Commission (the "SEC") (such Registration
Statement, as may be amended, is referred to herein as the "Registration
Statement"), and as consideration for the Underwriter participating in the
Proposed Offering, the undersigned hereby agrees that:
(1) Until twelve (12) months after the date the Registration
Statement is declared effective by the SEC (the "Effective Date"), the
undersigned will not[, without the prior written consent of the Underwriter,]
[delete the bracketed language for any bridge financing lender] directly or
indirectly, through an "affiliate", "associate" (as such terms are defined in
the rules and regulations promulgated under the Securities Act of 1933, as
amended (the "Act")), a family member or otherwise:
<PAGE>
(i) offer, pledge, hypothecate, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant for the sale of, or otherwise dispose
of or transfer any shares of the Company's Common Stock or any securities of the
Company, including but not limited to, any securities convertible into or
exchangeable or exercisable for Common Stock, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or file any registration statement
under the Act with respect to any of the foregoing;
(ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock or other securities,
whether any such swap or transaction is to be settled by delivery of Common
Stock or other securities, in cash or otherwise; and
(iii) exercise any registration rights relating to any
securities of the Company.
(2) [for those letters be signed by officers, directors and
5% or greater stockholders of Common Stock] During the twelve months following
the end of the Lock-Up Period, the undersigned securityholder will not, without
the Underwriter's prior written consent, sell, transfer, pledge, hypothecate or
otherwise dispose of any of its shares of Common Stock during any three-month
period in excess of the amount that the undersigned would be allowed to sell if
it were deemed an "affiliate" of the Company and its shares were deemed
"restricted," as those terms are defined in Rule 144 promulgated under the Act
(i.e., in general, no more than the greater of (a) 1% of the then outstanding
shares of Common Stock and (b) the average weekly trading volume of the Common
Stock during the four calendar weeks preceding such sale);
(3) The undersigned agrees that an appropriate legend will be
placed on any securities of the Company held by the undersigned to the effect
that the securities may not be sold or otherwise disposed in accordance with
this agreement without the prior written consent of the Underwriter.
<PAGE>
(4) For a period of three (3) years following the Effective
Date, the undersigned securityholder will vote all of the voting securities of
the Company owned by the undersigned securityholder in favor of the election of
a designee, if any, of the Underwriter (which designee may change from time to
time) to the Company's Board of Directors.
Very truly yours,
SECURITYHOLDER:
Name: _______________________
Address: ____________________
Date: __________
Number of Shares of Common
Stock Beneficially Owned:
Other Securities of the Company
Beneficially Owned (describe
securities and state amount):
