FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT 13
FOURTH
AMENDMENT TO
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
This
Amendment to Amended and Restated Limited Liability Company Agreement of DAL
Group, LLC (the “Amendment”) is made
as of July 26, 2010 by DAL Group, LLC (the “Company”).
Background
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A.
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The
Company adopted a limited liability company agreement on March 20, 2007,
and amended and restated it on May 1, 2009. The Company
adopted, and is now subject to, an Amended and Restated Limited Liability
Company Agreement as of January 15, 2010, amended as of March 23, 2010 and
as of May 3, 2010 (the “Operating
Agreement”).
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B.
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The
Company has entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with the shareholders of Timios, Inc., dated as of the same
date as this Amendment, pursuant to which the Company, upon closing of the
transactions contemplated by the Purchase Agreement, would purchase all of
the issued and outstanding shares of Timios, Inc. In connection
with the transactions contemplated by the Purchase Agreement, DJSP
Enterprises, Inc. will contribute 200,000 ordinary shares of the Company
and in exchange for such contribution, the Company desires to issue
200,000 additional Common Units to DJSP Enterprises,
Inc.
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C.
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The
Company desires to amend Appendix C of
the Operating Agreement to reflect DJSP Enterprises, Inc.’s ownership of
an additional 200,000 Common Units of the Company and the resulting
changes to the Membership Percentages of the
Members.
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D.
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Pursuant
to Section 12.1 of the Operating Agreement, amendments to Appendix C
following any issuance, redemption, repurchase, reallocation or Transfer
of Units in accordance with the Operating Agreement may be made by the
Company with the consent of the Members holding a majority of the
outstanding Series A Preferred Units (the “Series A Preferred
Members”).
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Now,
therefore, the Company and the Series A Preferred Members hereby agree as
follows.
Amendment
1. Amendment. Appendix C of the
Operating Agreement is hereby deleted in its entirety, and the appendix set
forth on Exhibit
A to this Amendment is adopted as Appendix
C.
2. Miscellaneous.
(a) Except
as specifically amended by this Amendment, the Operating Agreement shall remain
in full force and effect and is hereby ratified and confirmed.
1
(b) This
Amendment shall be construed as one with the Operating Agreement, and the
Operating Agreement shall, where the context requires, be read and construed
throughout so as to incorporate this Amendment.
The
Company and the sole Series A Preferred Member have executed this Amendment
to Amended and Restated Limited Liability Company Agreement of DAL
Group, LLC as of the date first above written.
THE
COMPANY:
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DAL
GROUP, LLC
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By: |
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx, President
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SERIES
A PREFERRED MEMBER:
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XXXXX
HOLDING COMPANY – PT, INC.
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx, President
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2
EXHIBIT
A
APPENDIX
C
DAL
GROUP, LLC
Membership
Interests
Name and Addresses
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Common
Units
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Series A
Preferred
Units
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B1
Interests
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B2
Interests
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B3
Interests
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B4
Interests
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B5
Interests
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Capital
Contribution
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Initial Capital
Account 9
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||||||||||||||||||||||||
DJSP
Enterprises, Inc. (“DJSP”)
(formerly
Chardan 2008 China Acquisition Corp.)
c/o
Chardan Capital LLC
000
Xxxxx Xxxx Xxxx
Xxxxxxxxxxx,
XX 00000
Attn: Xxx
Xxxxxxx
Facsimile: (000)
000 0000
email: xxxxxxxx@xxxxxxxxxxxxxx.xxx
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10,863,866 |
10
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0 | 0 | 0 | 0 | 0 | 0 | $ | 52,477,047 | |||||||||||||||||||||||
Xxxxx
Holding Company - PT, Inc.
(formerly
Professional Title and Abstract Company
of Florida,Inc.)
0000
Xxxxx Xxxx Xxxxxx Xxxx
Xxxxx
000
Xxxxxxxxxx,
XX 00000
Attn: Xxxxx
X. Xxxxx, Esq.
Facsimile: (000)
000-0000
email: xxxxxxx@xxx.xxxxxxxxxx.xxx
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2,393,332 | 1,666,667 | 0 | 0 | 646,667 | 646,667 | 646,667 |
Description
of
property
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9 Upon
the admission of the Xxxxx Participants and DJSP (formerly Chardan), the Members
agree that each Member’s initial Capital Account balance shall be equal to the
value of such Member’s Units, computed as follows: The value of the
DAL Warrants and DAL Options issued to DJSP will be equal to the valuation
determined for fair value accounting purposes, unless otherwise agreed to by the
Members. The Series A Preferred Units will be valued at $25 million
in the aggregate. A Common Unit will have a value equal to the cash
capital contribution made by DJSP minus the value of the DAL Warrants and DAL
Options issued to DJSP, divided by the number of Common Units issued to
DJSP. The value of a Series B Preferred Unit will be the same as a
Common Unit.
C-1
Name and Addresses
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Common
Units
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Series A
Preferred
Units
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B1
Interests
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B2
Interests
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B3
Interests
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B4
Interests
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B5
Interests
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Capital
Contribution
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Initial Capital
Account 9
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||||||||||||||||||||||
Xxxxxxx
X. Xxxxxxx
c/o
FlatWorld Capital LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Facsimile: (000)
000-0000
email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx
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722,668 | 0 | 0 | 0 | 61,333 | 61,333 | 61,333 |
Description
of
property
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|||||||||||||||||||||||
Nagina
Partners LLC
c/o
FlatWorld Capital LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxx
Xxxxx
Facsimile: (000)
000-0000
email: xxxxxx@xxxxxxxxxxxxxxxx.xxx
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1,084,000 | 0 | 0 | 0 | 92,000 | 92,000 | 92,000 |
Description
of
property
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|||||||||||||||||||||||
Totals
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15,063,866 | 1,666,667 | 0 | 0 | 800,000 | 800,000 | 800,000 |
C-2