AGREEMENT
Exhibit
2.12
AGREEMENT
Reference
is made to the Private Placement Warrant Escrow Agreement dated August 11, 2008
(the “Agreement”), by
and among Xxxxxxx 0000 Xxxxx Acquisition Corp., a British Virgin Islands
business company of limited liability (the “Company”), the private
placement warrant holders listed as “Purchasers” on the signature page thereto
(collectively, the “Purchasers”), and Continental
Stock Transfer & Trust Company, a New York corporation, as escrow agent (the
“Escrow
Agent”). Any capitalized terms used herein but not otherwise
defined shall have the same meaning for such term as is contained in the
Agreement.
For good
and valuable consideration in connection with the transactions related to the
consummation of a business combination by the Company, each Purchaser executing
this Amendment hereby agrees with the Company and with the Escrow Agent that the
Escrow Period with respect to such person’s Private Placement Warrants shall not
terminate upon the consummation of a business combination, but rather at the
earlier of (i) the Termination Date (as defined in the Warrant Sale Agreement
between the Company, the Purchasers, the Law Offices of Xxxxx X. Xxxxx, P.A.,
Professional Title and Abstract Company of Florida, Inc. and Default Servicing,
Inc., 0dated January 15, 2010 (the “Warrant Sale Agreement”)) or
(ii) the sale or exercise of the Private Placement Warrants as set forth in the
Warrant Sale Agreement. The Escrow Agent agrees to hold such Private
Placement Warrants in accordance with the terms of the Agreement during such
additional six month period. All of the other terms of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the
execution of the Agreement is as of January 15, 2010.
CHARDAN 0000 XXXXX ACQUISITION CORP. | |||
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By:
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/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |||
Title: Chief Executive Officer | |||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
/s/ Xxxxxx Xxxxxx | |||
Name: Xxxxxx Xxxxxx | |||
Title: Chairman |