IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
8
15.
SUBMISSION TO JURISDICTION.
ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
PARTIES HERETO HEREBY ACCEPT FOR THEMSELVES AND IN RESPECT OF THEIR RESPECTIVE
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS AND APPELLATE COURTS FROM ANY THEREOF.
THE PARTIES HERETO HEREBY
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH
PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED HEREIN.
THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
16.
HEADINGS AND CAPTIONS.
THE TITLES OR
CAPTIONS OF PARAGRAPHS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE OF
REFERENCE ONLY, AND SHALL NOT BE CONSIDERED A PART HEREOF FOR PURPOSES OF
INTERPRETING OR APPLYING THIS AGREEMENT, AND SUCH TITLES OR CAPTIONS DO NOT
DEFINE, LIMIT, EXTEND, EXPLAIN OR DESCRIBE THE SCOPE OR EXTENT OF THIS AGREEMENT
OR ANY OF ITS TERMS OR CONDITIONS.
17.
GENDER AND NUMBER.
WORDS AND PHRASES
HEREIN SHALL BE CONSTRUED AS IN THE SINGULAR OR PLURAL NUMBER AND AS MASCULINE,
FEMININE OR NEUTER GENDER, ACCORDING TO THE CONTEXT.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND SUCH SIGNATURE PAGES MAY BE
ELECTRONICALLY DELIVERED (INCLUDING BY FACSIMILE), EACH OF WHICH SHALL BE DEEMED
TO BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT, AND IN MAKING PROOF HEREOF, IT SHALL NOT BE NECESSARY TO PRODUCE OR
ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART.
19.
BINDING EFFECT ON SUCCESSORS AND
ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, HEIRS,
SUCCESSORS AND ASSIGNS, AND THE SUBSCRIBERS OF THE SHARES AND WARRANTS.
NOTHING
IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY,
OTHER THAN THE PARTIES HERETO (AND THEIR RESPECTIVE LEGAL REPRESENTATIVES,
HEIRS, SUCCESSORS AND ASSIGNS), ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES.
20.
TERMINATION.
UPON DELIVERY OF THE ESCROWED
FUNDS TO THE COMPANY, OR THE DWAC SUBSCRIBERS PURSUANT TO SECTION 4 HEREOF, BY
THE ESCROW AGENT, THIS AGREEMENT SHALL TERMINATE, SUBJECT TO THE PROVISIONS OF
SECTION 6 HEREOF.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ESCROW AGENT:
COMPANY:
JPMORGAN CHASE BANK, N.A.
CELSION CORPORATION
By:
/s/ Michael Kuzmicz
By:
/s/