<PAGE>
(DELCATH LOGO)
IN SUPPORT OF
EXCELLENCE IN MEDICINE
DS
DELCATH SYSTEMS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK SEE REVERSE FOR
$0.001 PAR VALUE CERTAIN DEFINITIONS
CUSIP 24661P 10 4
This Certifies That
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK $0.001 PAR VALUE,
OF DELCATH SYSTEMS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to the laws of the
State of Delaware and to the Certificate of Incorporation and the By-laws of the
Corporation as from time to time amended.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
In Witness Whereof, Delcath Systems, Inc. has caused its facsimile
corporate seal and the facsimile signatures of its duly authorized officers to
be hereunto affixed.
Dated:
/s/ /s/
ASSISTANT SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
DELCATH SYSTEMS, INC.
The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
The following abbreviations, when used in the inscription on the face of
this certiciate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________ Custodian ___________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act _____________________________
in common (State)
COM PROP - as community property
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________ hereby sell, assign and transer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------
---------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books on the within-named Corporation with
full power of substitution in the premises.
Dated, ________________________
<TABLE>
<CAPTION>
<S> <C>
_____________________________________________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
</TABLE>
Signature(s) Guaranteed:
<TABLE>
<CAPTION>
<S> <C>
_______________________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-
BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
</TABLE>
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
