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SEC Company Response from XWELL, Inc. (XWEL) (CIK 0001410428) (XWEL) — Jun 16, 2010

XWELL, Inc. (XWEL) (CIK 0001410428)
Date: June 16, 2010 · CIK: 0001410428 · Accession: 0001193125-10-140577

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File numbers found in text: 333-164575

Date
June 16, 2010
Author
MAXIM GROUP LLC
Form
CORRESP
Company
XWELL, Inc. (XWEL) (CIK 0001410428)

Letter

VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Attention: Mr. Larry Spirgel, Esq. Re: Vringo, Inc. Registration Statement on Form S-1 originally filed January 29, 2010 and amended on March 29, 2010, April 15, 2010, May 18, 2010 and June 3, 2010 (File No. 333-164575) (the “Registration Statement”)

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of Vringo, Inc. that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Thursday, June 17, 2010, at 4:30 p.m., EST, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act, please be advised that the preliminary prospectus, dated May 18, 2010, and the free writing prospectus, dated June 15, 2010, in connection with the Registration Statement were distributed approximately as follows:

Underwriters and dealers

1,305

Institutional investors

Individuals and corporations

Total

2,038

The undersigned advises that it complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Any questions should be addressed to Jeffrey P. Schultz, at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 935-3000.

Securities and Exchange Commission

June 16, 2010

Page 2

Very truly yours,
MAXIM GROUP LLC

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CORRESP
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filename1.htm

SEC Acceleration Letter

 MAXIM GROUP LLC

405 Lexington Avenue,
2nd Floor

New York, NY 10174

                            June 16, 2010

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attention: Mr. Larry
Spirgel, Esq.

Re:
Vringo, Inc.

Registration Statement on Form S-1 originally filed January 29, 2010 and

amended on March 29, 2010, April 15, 2010, May 18, 2010 and June 3, 2010

(File No. 333-164575) (the “Registration Statement”)

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of Vringo, Inc. that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective
on Thursday, June 17, 2010, at 4:30 p.m., EST, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations promulgated under the Securities Act, please be advised that the preliminary prospectus, dated May 18, 2010, and the free writing prospectus, dated June 15, 2010, in connection with the Registration Statement were
distributed approximately as follows:

 Underwriters and dealers

1,305

 Institutional investors

383

 Individuals and corporations

350

 Total

2,038

 The
undersigned advises that it complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Any questions should be addressed to Jeffrey P. Schultz, at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 935-3000.

 Securities and Exchange Commission

June 16, 2010

 Page 2

Very truly yours,

MAXIM GROUP LLC

By:

 /s/ Clifford A. Teller

Name: Clifford A. Teller

Title:   Executive Managing Director