AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 4.20
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 January 15, 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 (the “Operating
Agreement”).
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B.
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The
Company desires to amend Appendix C of
the Operating Agreement to reflect changes to the names and addresses,
Membership Percentages and Capital Contributions of the
Members.
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C.
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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.
(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.
[Signature
Page Follows.]
1
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.
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THE
COMPANY:
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DAL GROUP,
LLC
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By: ______________________________
Xxxxx X. Xxxxx,
President
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SERIES
A PREFERRED MEMBER:
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PROFESSIONAL TITLE AND
ABSTRACT
COMPANY OF FLORIDA,
INC.
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By: ______________________________
Xxxxx X. Xxxxx,
President
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2
Exhibit A
APPENDIX
C
DAL
GROUP, LLC
Membership
Interests
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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 1
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||||||||||||||||||||||||
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DJSP
Enterprises, Inc.(formerly
Chardan 2008 China Acquisition
Corp.) (“DJSP”)
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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10,663,866 | 2 | 0 | 0 | 0 | 0 | 0 | 0 | $52,477,047 | ||||||||||||||||||||||||
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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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1,200,000 | 1,666,667 | 596,666 | 596,666 | 646,667 | 646,667 | 646,667 |
Description
of property
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|||||||||||||||||||||||||
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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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600,000 | 0 | 61,334 | 61,334 | 61,333 | 61,333 | 61,333 |
Description
of property
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|||||||||||||||||||||||||
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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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900,000 | 0 | 92,000 | 92,000 | 92,000 | 92,000 | 92,000 |
Description
of property
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Totals
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13,363,866 | 1,666,667 | 750,000 | 750,000 | 800,000 | 800,000 | 800,000 | ||||||||||||||||||||||||||
1 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.
