Common use of Notices and Governing Law Clause in Contracts

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath SystemsXxxx Xxxxxx Golf, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. XxxxXxxxxx X. Xxxxx, President and Chief Executive Officer, 0000 Xxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, with a copy to Morse, Zelnick, Rose Troop Xxxxxxxxx Xxxxxxx & LanderXxxxxx, LLP, 000 Attention: Xxxx XxxxxxX. Xxxxx, Esq., 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, EsqXxxxxxxxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it Company at Delcath Systems, Inc., 0000 Xxxxxx 00xx Xxxxxx, XxxxxxxxXxxxxxx, Xxxxxxxxxxx 00000Xxxxxxx, Attention: X.X. XxxxPresident, Facsimile No. (000) 000-0000, with a copy to Morse, Zelnick, Rose XxXxxxxxxx & LanderXxxxx, LLP, Attention: Xxxxxx Xxxxx, Esq., 000 Xxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, EsqFacsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Internet Financial Services Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, with a copy to Xxxxxxx & Xxxxxx LLP, Attention: Xxxxxx X. XxxxxxxXxxxxxxxx, Esq., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx 0xx Xxxxxx, XxxxxxxxXxxxx 000, Xxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: X.X. XxxxXxxxxxx X. Xxxxx, President and Chief Executive Officer, with a copy to Morse, Zelnick, Rose Xxxxxx Xxxxxx Flattau & LanderKlimpl, LLP, 000 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 with a copy to Blank Rome Xxxxxx Xxxxxx, Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems0000 Xxxxxxx Xxxx Road, Inc.Building 1462, 0000 Xxxxxx XxxxxxSuite 200, XxxxxxxxMarietta, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, Georgia 30067 with a copy to MorseZimet, ZelnickXxxxxx, Rose Xxxxxxxx & LanderXxxxxx, LLPAttention: Xxxxx X. Xxxxxx, Esq., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: it at 0 Xxxxxxx X. Xxxxxxx, 000 Xxxxx XxxxxxXxxxxx - 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxxx, Senterfitt & Xxxxxx, P.A., Attention: Xxxx X. Xxxxxxx, Esq., Xxx Xxxxxxxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000; if to the Company, addressed to it at 0000 Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000, with a copy to Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxxx X. Walters, with a copy to Blank Rome Xxxxxx Xxxxxx, Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems0000 Xxxx Xxxxx Xxxxx #0, Inc.Xxx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. XxxxXxxx X. Xxxxxx, Chairman, with a copy to MorseXxxxxx, Zelnick, Rose Xxxxx & LanderXxxxxxx, LLP, 000 Xxxx 0000 Xxx Xxxxx Xxxxxx, Xxx XxxxPhiladelphia, Xxx Xxxx 00000Pennsylvania 19103-6993, Attention: Xxxxxxx Xxxxx X. XxxxxxxXxXxxxxx, Xx., Esq.; if to the Selling Shareholder, addressed to him at _______________________, with a copy to _________________. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: :______________ Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath SystemsIBS Interactive, Inc., 0000 Attention: Xxxxxxxx X. Xxxxxxxx, Xx., President, 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxxxx Xxxxxx00000, with a copy to Xxxxxx Xxxx & Xxxxxx LLP, Attention: Xxxx X. Xxxxxxx, Esq., Two Stanford Plaza, 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York xxx Xxxxxxxx Xxxxxxxx xx Xxx Xxxx and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 X-Xxxxxxx.xxx Inc. 0000-000 Xxxxxx Xxxxxx, XxxxxxxxOttawa, Xxxxxxxxxxx 00000Canada K1R 7X7, Attentionattention: X.X. XxxxXxxxx Xxxxxxx, Chairman, with a copy to MorseWeil, Zelnick, Rose Gotshal & Lander, Xxxxxx LLP, Attention: Xxxxxx Xxxxxxx, Esq., 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: and to Xxxxxxx X. Xxxxxxx, Esq., Xxxxxx-Xxxxxxxxx, Hill & XxXxxxxxx, 00 Xxxxxx Xxxxxx, 4th Floor, Ottawa, Ontario K1P 1E2; and if to a Selling Shareholder, at its address set forth on Schedule A hereto. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and the Selling Shareholders (1) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives waive any objection which the Company any of them may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company and the Selling Shareholders further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees agree that service of process upon the Company or the Selling Shareholders mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the CompanyCompany and the Selling Shareholders, as the case may be, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPlacement Agent, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Executive Vice President, with a copy to Blank Rome Xxxxxxx Xxxxxx Xxxxxxxxxx LLP& Xxxx, AttentionP.C., Attn: Xxxxxx Xxxxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx Xxxxxxxxxx 00000, Attention: X.X. XxxxBen Nemen, President, with a copy to Morse, Zelnick, Rose & Lander, Xxxxxx Xxxxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx X. Xxxxxxx, Esq.; or, in each case, to such other address as the parties may hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail mail) to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterRepresentatives, to Whale Securities c/o Sands Brothers & Co., L.P.Ltd., 90 Park Avenue, New York, New York 10016, Attention: Xxxxxxx X. XxxxxxxHoward Sterling, 000 Xxxxx XxxxxxXxxxxxxxx Xxxx Xxxxxxxxx, Xxx Xxxxxxxx x xxxx xx Littman Kroxxx Xxxx & Xxxx P.C., Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, AttentionAttn: Xxxxxx X. XxxxxxxMitchell C. Littman, Esq., 000 Xxird Avenux, New York, New York 10000; xx xx xxx Xxmpany, adxxxxxxx xx xx xx 000 Xxxxxxxx Xxxx, Xxxxxxxough, MA 01581 Attention: Albert J. Agbay, Xxxxxxxx xxx Xxxxx Xxxxxxxxx Xxxxxxx, xxth a copy to Xxxxxx, Xxx XxxxXxxx & Stewart, Xxx Xxxx 00000; if to the CompanyExchange Place, addressed to it at Delcath Systems53 State Street, Inc.Boston, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx MA 00000, Attention: X.X. XxxxXxxxhen K. Fogg, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Esq. axx Xxxxxxx X. Xxxxxx, Xxx XxxxXxx.; xx, Xxx Xxxx 00000in each case, Attention: Xxxxxxx X. Xxxxxxx, Esqxx xxxx xxxxr address xx xxx xxxxxxx xxx hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention575 Fifth Avenue, New York, Nex Xxxx 00000, Xxxxxxxxx Xx. (000) 000-0000, with a copy to Xxxxxx Xxxxxxlatt LLP, Attentixx: Xxxxxxx Xxbxxx X. XxxxxxxXxxtman, 000 Xxxxx Esq., 405 Lxxxxxxxx Xxxxxx, Xxx XxxxNew York, Xxx Xxxx 00000, Xxxxxxxxx Xx. (000) 000-0000; if to the Compxxx, xx Xxxxxxctive Magic, Inc., 215 Southport Drive, Suite 1000, Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Xxxxxxxxx: X.X. Xxxxxxx, Xxxirman and Chixx Xxxxxxxxx Officer, Facsimile No. (919) 462-3081 with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLPXxxxx, Xxxxxxxn, Blount, Dorsett, Mitchell & Jernigan, L.L.P., Attention: Xxxxxx Gxxxxx X. XxxxxxxRoach, Esq., 000 Xxxxxxxxx Xxxxxx2500 Fixxx Xxxxx Xxxxxol Centex, Xxx XxxxXxxxxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxxxxxxx Xx. (000) 000-0000. Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement Xxxxement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address (Attention: President) shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 with a copy to Blank Rome Xxxxxx Xxxxxx, Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, 00000 with a copy to Morse, Zelnick, Rose Xxxxxxx & Lander, Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxx X. XxxxxxxXxxxx, Esq., One American Row, Hartford, Connecticut 06103. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be ------------------------- in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentative, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it at Delcath Systems, Litronic Inc., 0000 Xxxxxx Xxxx Xxxxxx, XxxxxxxxXxxxx 0000, Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: X.X. Xxxx Xxxx, Chief Executive Officer; with a copy to MorseArent Fox Xxxxxxx Xxxxxxx & Xxxx, ZelnickPLLC, Rose & Lander, LLP, 000 Xxxx 0000 Xxxxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxxxxxxx, X.X. 00000-0000, Attention: Xxxxxxx Xxxxxx X. XxxxxxxXxXxxxxx, Esq., Facsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address (Attention: President) shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Xxxxx Xxxxxx & Xxxx, LLP, Attention: Xxxxxxx X. XxxxxxxXxx Xxxxxxxx, Esq., 1350 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPlacement Agent, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Executive Vice President, with a copy to Blank Rome Xxxxxxx Xxxxxx Xxxxxxxxxx LLP& Xxxx, AttentionP.C., Attn: Xxxxxx Xxxxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems00 Xxxxxx Xxxxxx Street, Inc.POB 53063, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000Jerusalem 91530 Israel, Attention: X.X. XxxxXxxxxx X. Xxxxxxxxxxx, President and Chief Executive Officer, with a copy to MorseWeil, Zelnick, Rose Gotshal & Lander, LLPXxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxxXxxxx, Esq. and to Xxxxx Xxxxx & Xx., 0 Xxxxxx Xxxxxx Street, Tel Aviv 64731 Israel, Attention: Xxxxx X. Xxxxxxxxx, Esq.; or, in each case, to such other address as the parties may hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterRepresentative or the Underwriters, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and the Underwriters each (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Each of the Company and the Underwriters further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to the UnderwriterRepresentative, or the Underwriters, to Whale Securities XX Xxxxxxxx & Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx XxxxxxInc. 0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it Company at Delcath Systems, Inc., 0000 Xxxxxx X. Xxxxx Xxxxxx, XxxxxxxxXxxxx 000, Xxxxxxxxxxx Xxx Xxxx, Xxxxxxxxxx 00000, Attention: X.X. XxxxPresident, Facsimile No. (000) 000-0000 with a copy to MorseXxxxx Xxxx Xxxxx Constant & Xxxxxxxx, ZelnickAttention: Xxxxx X. Xxxxxxxxx, Rose & LanderEsq., LLP00 Xxxxxxxxxxx Xxxxx, 000 Xxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, EsqFacsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 X-Xxxxxxx.xxx Inc. 0000-000 Xxxxxx Xxxxxx, XxxxxxxxOttawa, Xxxxxxxxxxx 00000Canada K1R 7X7, Attentionattention: X.X. XxxxXxxxx Xxxxxxx, Chairman, with a copy to MorseWeil, Zelnick, Rose Gotshal & Lander, Xxxxxx LLP, Attention: Xxxxxx Xxxxxxx, Esq., 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and if to a Selling Shareholder, Attention: Xxxxxxx X. Xxxxxxx, Esqat its address set forth on Schedule A hereto. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and the Selling Shareholders (1) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives waive any objection which the Company any of them may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company and the Selling Shareholders further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees agree that service of process upon the Company or the Selling Shareholders mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the CompanyCompany and the Selling Shareholders, as the case may be, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath SystemsXxxx Xxxxxx Golf, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. XxxxXxxxxx X. Xxxxx, President and Chief Executive Officer, 0000 Xxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, with a copy to Morse, Zelnick, Rose Troop Xxxxxxxxx Xxxxxxx & LanderXxxxxx, LLP, 000 Attention: Xxxx XxxxxxX. Xxxxx, Esq., 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, EsqXxxxxxxxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Internet Financial Services Inc., 0000 Xxxxxx 00 Xxxx 00xx Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx Xxx Xxxx 00000, Attention: X.X. XxxxXxxxxx Xxxxx, with a copy to MorseXxxxxxx & Xxxxxx LLP, ZelnickAttention: Xxxxxx X. Xxxxxxxxx, Rose & Lander, LLPEsq., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPlacement Agent, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Executive Vice President, with a copy to Blank Rome Xxxxxxx Xxxxxx Xxxxxxxxxx LLPXxxx & Ball, AttentionP.C., Attn: Xxxxxx Xxxxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, Xxxxxxxxxxx Xxxxxxxxxx 00000, Attention: X.X. XxxxXxx Xxxxx, President, with a copy to Morse, Zelnick, Rose & Lander, Xxxxxx Xxxxxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx X. Xxxxxxx, Esq.; or, in each case, to such other address as the parties may hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPurchaser, to Whale Securities Co.New China Hong Kong Capital Limited, L.P.__________________ Hong Kong, Attention: __________________; with copies to __________________ and Xxxxxxxx Xxxxx Xxxxxxxx Xxxx & Ballon LLP, Attention: Xxxxxxx X. XxxxxxxXxXxxx, Esq., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000; if to the Company, addressed to it at Delcath Systems0000 Xxxxx Xxxxxx, Inc., 0000 Xxxxxx XxxxxxXxxxx 000, Xxxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to MorseXxxxxxx, Zelnick, Rose Carton & Lander, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxx Xxxxxx, Xxx XxxxSuite 3300, Xxx Xxxx 00000Chicago, Attention: Xxxxxxx X. Xxxxxxx, EsqIllinois 60610-4795. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co.Paragon Capital Corporation, L.P., Attention: 0 Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxx X. Levine, Chairman, with a copy to Blank Rome Xxxxxxx, Senterfitt & Xxxxxx, P.A., Xxx Xxxxxxxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000-0000, Attention: Xxxx X. Xxxxxxx, Esq.; if to the Company, addressed to it at Tuscany, Inc., Two Union Square, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Mr. Xxxxx Xxxxxxx, with a copy to Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered by hand against written receipt at, or mailed by certified mail, return receipt requested, or telegraphed to, to the following addresses: if to the UnderwriterUnderwriters, to Whale Securities Co., L.P., Attention: Xxxxxxx X. XxxxxxxCommonwealth Associates, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxx X. Xxxxxx, Xx. with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose Xxxxx & Lander, Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx X. XxxxxxxXxxxxxxxxxx III, Esq.; if to the Company or the Selling Shareholders, to the Company, at 2 Badr Shaker Alsayyab Street, Um Uthayna, Amman, Jordon, with a copy to Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx X. Xxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and the Selling Shareholders (1i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2ii) waives waive any objection which the Company any of them may have now or hereafter to the venue of any such suit, action or proceeding, and (3iii) irrevocably consents consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company and the Selling Shareholders further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees agree that service of process upon the Company or the Selling Shareholders mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the CompanyCompany and the Selling Shareholder, as the case may be, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the CompanyCom pany, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Xxxxx Xxxxxx & Xxxx, LLP, Attention: Xxxxxxx X. XxxxxxxXxx Xxxxxxxx, Esq., 1350 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPlacement Agent, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Executive Vice President, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLPXxxxxxx Krooks & Xxxx, AttentionP.C., Attn: Xxxxxx Xxxxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems00 Xxxxxx Xxxxxx Street, Inc.POB 53063, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000Jerusalem 91530 Israel, Attention: X.X. XxxxXxxxxx X. Xxxxxxxxxxx, President and Chief Executive Officer, with a copy to MorseWeil, Zelnick, Rose Gotshal & Lander, LLPXxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxxXxxxx, Esq. and to Xxxxx Xxxxx & Xx., 0 Xxxxxx Xxxxxx Street, Tel Aviv 64731 Israel, Attention: Xxxxx X. Xxxxxxxxx, Esq.; or, in each case, to such other address as the parties may hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterUnderwriters, to Whale Securities Co.Lane Capital Markets, L.P.LLC, Attention: Xxxxxxx X. Xxxxxxx263 Queens Grant Road, 000 Xxxxx XxxxxxFairfield, Xxx Xxxx, Xxx Xxxx 00000, CT 06824 with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLPMcCarter & Exxxxxx, XXX, 0 Xxxxxxx Xxxxxx, 000 Xxxxxxxy Street, Newark, XX 00002, Attention: Xxxxxx X. Jeffrey A. Baumel, Exx.; xx xx xxx Xxxxxxx, Esq.xxxxxxxxx xx to 5733 Interxxxxxxxx Xxxxxxx, 000 Xxxxxxxxx XxxxxxNew Hope, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000MN 55428, Attention: X.X. XxxxJohn Lai, with a copy to MorseCxxxx Xxxxxxxxx Xxxxxxx xxxx x xxxx xx Xxxxxxxxt & Vennum P.X.X.X, Zelnick0200 IDS Center, Rose & Lander80 South 8th St., LLPMinneapxxxx, 000 XX 55400. Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterRepresentative, to Whale Securities XX Xxxxxxxx & Co., L.P.Inc., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ___________, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems0000 Xxxx Xxxxxxx Xxxxx Xxxx, Inc.Xxxxx 000, 0000 Xxxxxx XxxxxxXxxx Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx Xxxxxxx 00000, Attention: X.X. XxxxXxxxxx X. Xxxxx, with a copy to MorseXxxxxx, Zelnick, Rose Xxxxxxxxxx & Lander, Xxxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxx X. XxxxxxxXxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it at Delcath SystemsInteractive Magic, Inc., 0000 Xxxxxx Xxxxxx000 Xxxxxxxxx Xxxxx, XxxxxxxxXxxxx 0000, Xxxxxxxxxxx Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: X.X. XxxxXxxxxxx, Chairman and Chief Executive Officer, Facsimile No. (000) 000-0000 with a copy to MorseSmith, ZelnickAnderson, Rose Blount, Dorsett, Xxxxxxxx & LanderXxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000L.L.P., Attention: Xxxxxx X. Xxxxx, Esq., 0000 Xxxxx Xxxxx Xxxxxxx X. Xxxxxx, Xxxxxxx, EsqXxxxx Xxxxxxxx 00000, Facsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address (Attention: President) shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the CompanyCompany at 00 Xxxxxxxxxx Xxxxx Xxxxxxx, addressed to it at Delcath SystemsXxxxx 000, Inc.Xxxxxxxxxx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000, Attention: X.X. XxxxPresident, Facsimile No. (000) 000-0000 with a copy to MorseXxxxx & Xxxxx, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000A Professional Corporation, Attention: Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxxx, Esq., 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Facsimile No. (714) 719-6020. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxxx X. Walters, with a copy to Blank Rome Xxxxxx Xxxxxx, Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems0000 Xxxx Xxxxx Xxxxx #0, Inc.Xxx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. XxxxXxxx X. Xxxxxx, Chairman, with a copy to MorseXxxxxx, Zelnick, Rose Xxxxx & LanderXxxxxxx, LLP, 000 Xxxx 0000 Xxx Xxxxx Xxxxxx, Xxx XxxxPhiladelphia, Xxx Xxxx 00000Pennsylvania 19103-6993, Attention: Xxxxxxx Xxxxx X. XxxxxxxXxXxxxxx, Xx., Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems0000 Xxxxx Xxxxxx, Inc., 0000 Xxxxxx XxxxxxXxxxx 000, Xxxxxxxx, Xxxxxxxxxxx Xxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse_____________________, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq__________________. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it Company at Delcath Systems, Inc., 0000 Xxxxxx 000 Xxxxx Xxxxxx, XxxxxxxxXxxxxxxxxx, Xxxxxxxxxxx Xxx Xxxx 00000, Attention: X.X. Xxxx, Facsimile No. ________________ with a copy to MorsePryor, ZelnickCashman, Rose Xxxxxxx & LanderXxxxx, LLPAttention: Xxxx Xxxxxxx, Esq., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, EsqFacsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, transmitted by facsimile or telegraphed to, the following addresses: if to the Underwriter, to Whale Rockefeller Securities Co.Group, L.P.Inc., 000 Xxxxxxx Xxxxxxxxx Blvd., Suite 502, Garden City, New York 11530, Attention: Xxxxxxx X. Xx. Xxx Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxxxx, Xxxxx, Xxxxxx & Xxxxxxxxx, LLP, Attention: Xxxxxx X. Xxxxx, Esq.; if to the Company, addressed to it at Frontline Communications Corporation, Xxx Xxxx Xxxx Xxxxx, 0xx Floor, Pearl River, New York 10965, Attention: Xx. Xxxxxxx X. Cole-Hatchard, with a copy to Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in ------------------------- writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed telecopied to, the following addresses: if to BlueStone, the UnderwriterRepresentatives, or the Underwriters, to Whale Securities Co.BlueStone Capital Partners, L.P., Attention: Xxxxxxx Xxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile No. (000) 000-0000; if to the Company, addressed to it at Delcath Systems, Litronic Inc., 0000 Xxxxxx Xxxx Xxxxxx, XxxxxxxxXxxxx 0000, Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: X.X. Xxxx Xxxx, Chief Executive Officer; with a copy to MorseArent Fox Xxxxxxx Xxxxxxx & Xxxx, ZelnickPLLC, Rose & Lander, LLP, 000 Xxxx 0000 Xxxxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx 00000Xxxxxxxxxx, X.X. 00000- 4339, Attention: Xxxxxxx Xxxxxx X. XxxxxxxXxXxxxxx, Esq., Facsimile No. (000) 000-0000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address (Attention: President) shall be deemed in every respect effective service of process upon the Company, Company in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the UnderwriterPlacement Agent, to Whale Securities Co.90 Park Avenue, L.P.New York, New York 10016, Attention: Xxxxxxx X. XxxxxxxHoward Sterling, Xxxxxxxxx Xxxx Xxxxxxxxx, xxxx x xxxx xx Littman Kroxxx Xxxx & Xxxx P.C., Attn: Mitchell C. Littman, Esq., 000 Xxxxx XxxxxxXxird Avenux, Xxx New York, New York 10000; xx xx xxx Xxx- pany, adxxxxxxx xx xx xx 000 Xxxxxxxx Xxxx, Xxx Xxxx 00000Xxxxxxrough, MA 01581 Attention: Albert J. Agbay, Xxxxxxxx xxx Xxxxx Xxxxxxxxx Xxxxxxx, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLPChoate, AttentionHall & Stewart, Exchange Place, 53 State Street, Boston, MA 00000, Attentiox: Xxxxxx X. XxxxxxxXxxphen K. Fogg, Esq., 000 Xxxxxxxxx . xxx Xxxxxxx X. Xxxxxx, Xxx XxxxXxx.; xx, Xxx Xxxx 00000; if to the Companyin each case, addressed to it at Delcath Systems, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esqxx xxxx xxxxx address as xxx xxxxxxx xxx hereinafter designate by like notice. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.

Notices and Governing Law. All communications hereunder will be in writing and, except as otherwise provided, will be delivered at, or mailed by certified mail, return receipt requested, or telegraphed to, the following addresses: if to the Underwriter, to Whale Securities Co., L.P.Paragon Capital Corporation, Attention: Xxxxxx X. Xxxxxx, President, 0 Xxxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with a copy to Blank Rome Xxxxxx Xxxxxxxxxx LLP, Attention: Xxxxxx X. Xxxxxxx, Esq., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; if to the Company, addressed to it at Delcath SystemsSherwood Brands, Inc., Attention, Xxxxx Xxxxxxx, President and Chief Executive Officer, 0000 Xxxxxx XxxxxxXxxxxxxxx Xxxxxxxxx, XxxxxxxxXxxxx 0000, Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000, Attention: X.X. Xxxx, with a copy to MorseXxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxxxx, Zelnick, Rose & Lander, LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000P.A., Attention: Xxxxxxx X. Xxxx Xxxxxxx, Esq., 0000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.