EXECUTION COPY
VOTING AGREEMENT
This VOTING
AGREEMENT (this "Agreement"), dated as of November 27, 2005 by
and between Delcath Systems, Inc., a
Delaware corporation (the "Company"), the
purchasers (each a "Purchaser" and
collectively, the "Purchasers") listed on
Exhibit A to Common Stock Purchase
Agreement dated as of the date hereof between
the Company and the Purchasers (the "Stock
Purchase Agreement") and Vertical
Ventures LLC ("Vertical Ventures", together
with the Purchasers, the
"Stockholders" and each individually a
"Stockholder").
The parties
hereto agree as follows:
1. Voting of
Shares. Each of the Stockholders hereby agrees that, during
the term of this Agreement, such
Stockholder will vote all shares of the
Company's Common Stock, par value $0.01
(the "Common Stock"), owned by such
Stockholder on the date such vote is taken
(whether now owned or hereafter
acquired) in favor of all proposals made by
the Board of Directors or management
of the Company or in the manner recommended
by the Board of Directors or
management of the Company on all other
proposals. Such vote may be cast directly
by such Stockholder or by proxy named by
such Stockholder.
2. Consents of
Stockholders. In the event that any proposal is submitted to
the stockholders of the Company otherwise
than at a meeting of the stockholders
of the Company, each of the Stockholders
hereby agrees that (a) such Stockholder
will execute a consent as a stockholder of
the Company voting on such proposal
in the manner recommended by the Board of
Directors or management of the Company
or (b) such Stockholder will refrain from
submitting a consent of such proposal
if abstention is recommended by the Board
of Directors or management of the
Company.
3. Term. This
Agreement shall remain in effect from the date hereof through
the date of the Annual Meeting of
stockholders of the Company to be held in
2006.
4. Specific
Performance; Consent to Jurisdiction; Venue.
(a) The Company
and the Stockholders acknowledge and agree that irreparable
damage would occur in the event that any of
the provisions of this Agreement are
not performed in accordance with their
specific terms or are otherwise breached.
It is accordingly agreed that the parties
shall be entitled to an injunction or
injunctions to prevent or cure breaches of
the provisions of this Agreement and
to enforce specifically the terms and
provisions hereof, this being in addition
to any other remedy to which any of them
may be entitled by law or equity.
(b) The parties
agree that venue for any dispute arising under this
Agreement will lie exclusively in the state
or federal courts located in New
York County, New York, and the parties
irrevocably waive any right to raise
forum non conveniens or any other
<PAGE>
argument that New York is not the proper
venue. The parties irrevocably consent
to personal jurisdiction in the state and
federal courts of the state of New
York. The Company and each Purchaser
consent to process being served in any such
suit, action or proceeding by mailing a
copy thereof to such party at the
address in effect for notices to it under
the Stock Purchase Agreement and agree
that such service shall constitute good and
sufficient service of process and
notice thereof. Vertical Ventures consents
to process being served in any such
suit, action or proceeding by mailing a
copy thereof to Vertical Ventures at the
address in effect for Iroquois Master Fund
Ltd. under the Stock Purchase
Agreement and agrees that such service
shall constitute good and sufficient
service of process and noti
