TERMINATION OF VOTING AGREEMENT
EXHIBIT
8
This
Termination of Voting Agreement (the “Termination”) is made
and entered into effective as of November 19, 2010, by and among Xxxxx X. Xxxxx
(“Xxxxx”), the
Law Offices of Xxxxx X. Xxxxx, P.A., a professional association licensed to
practice law in the State of Florida (“DJS”), Xxxxx Holding
Company – PT, Inc. (f/k/a Professional Title and Abstract Company of Florida,
Inc.), a corporation organized under the laws of the State of Florida (“PTA”), Xxxxx Holding
Company – DS, Inc. (f/k/a Default Servicing, Inc.), a corporation organized
under the laws of the State of Florida (“DSI”), FlatWorld DAL,
LLC, a Delaware limited liability company (“FlatWorld”), Xxxxxxx
Xxxxxxx (“Xxxxxxx”), Nagina
Partners LLC, a Delaware limited liability company (“Nagina”), DJSP
Enterprises, Inc. (f/k/a Chardan 2008 China Acquisition Corp.), a BVI business
company organized under the laws of the British Virgin Islands, (the “Company”) and certain
shareholders of the Company who are signatories hereto (the “Principals”). Xxxxx,
DJS, PTA, DSI, FlatWorld, Xxxxxxx, Xxxxxx, the Principals and the Company are
collectively referred to herein as the “Parties.”
Recitals
A. The
Parties are parties to that certain Voting Agreement, dated as of January 15,
2010 (the “Voting
Agreement”).
B. The
Parties desire to terminate the Voting Agreement, effective
immediately.
C. Pursuant
to Section 4.9 of the Voting Agreement, no provision of the Voting Agreement
shall be deemed waived, amended, supplemented or modified by any Party, unless
such wavier, amendment, supplement or modification is in writing and signed by
an authorized representative of the Party against whom it is sought to be
enforced.
Therefore,
the Parties agree as follows:
1. Termination. The Parties agree
that the Voting Agreement is cancelled and terminated with no further action
required by any person or entity. None of the Parties shall have any
rights or obligations as among each other with respect to the Voting Agreement
or with respect to the subject matter of the Voting Agreement.
2. Successors
and Assigns. This Termination
shall (a) be binding on the Parties and their respective successors and assigns,
and (b) inure to the benefit of the Parties and their respective successors and
assigns.
3. Counterparts. This Termination
may be executed in any number of counterparts (including by facsimile or
electronic transmission) and by the Parties in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed
counterpart of this Termination by facsimile or electronic transmission shall be
equally as effective as delivery of an original executed counterpart of this
Termination.
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4. Governing
Law. This Termination
shall be governed by and construed in accordance with the laws of the British
Virgin Islands, without respect to its conflict of law principles.
[Signatures
Appear on the Following Page]
2
IN
WITNESS WHEREOF, the Parties hereto have executed this Termination as of the
date first above written.
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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Dated: November
19, 2010
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Law
Offices of Xxxxx X. Xxxxx, P.A.
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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President
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Dated:
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November
19, 2010
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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
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President
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Dated:
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November
19, 2010
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Xxxxx
Holding Company – DS, Inc.
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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President
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Dated:
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November
19, 2010
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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President
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Dated:
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November
19, 2010
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3
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FlatWorld
DAL, LLC
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By:
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FORTUNA
CAPITAL PARTNERS LP, its Member
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By:
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FORTUNA
CAPITAL CORP., its General Partner
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By:
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/s/ Xxxxxxx Xxxxxxx
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Title:
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President
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Dated:
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx
Xxxxxxx
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Dated:
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Nagina
Partners LLC
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By: Nagina
Engineering Investment Corp.
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By
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/s/ Xxx Xxxxx
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Xxx
Xxxxx
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President
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Dated:
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PRINCIPALS
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Xxxxx
Xxxxxxx
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By:
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/s/ Xxxxx Xxxxxxx
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Dated:
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November
22, 2010
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Xxxxxx
Xxxxxx
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By:
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/s/ Xxxxxx Xxxxxx
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Dated:
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November
22, 2010
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Xxxxx
Xxxxxxxx
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By:
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/s/ Xxxxx Xxxxxxxx
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Dated:
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November
22,
2010
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4
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Xxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxx
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Dated:
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November
22, 2010
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Xxxx
Gold
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By:
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/s/ Xxxx Gold
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Dated:
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November
22, 2010
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Jiangnan
Xxxxx
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By:
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Dated:
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Royal
Holdings
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By:
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/s/ Xxxxxxx Xxxxx
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Dated:
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November
22, 2010
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Xx.
Xxxxxxx X. Xxxxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Dated:
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November
22, 2010
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Xxxxx
Xxxxxxx
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By:
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/s/ Xxxxx Xxxxxxx
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Dated:
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November
22, 2010
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Xxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxx
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Dated:
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November
22,
2010
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5
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Li
Zhang
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By:
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/s/ Li Zhang
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Dated:
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November
30, 2010
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Li
Xxxx Xx (as custodian for Xxxxxxx He)
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By:
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/s/ Li Xxxx Xx
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Dated:
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November
30, 2010
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Xx
Xxxx
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By:
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Dated:
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Xx.
Xxxxxxx Xxx
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By:
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Dated:
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Xxxxxxxx
Xxxxx
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By:
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Dated:
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Xxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxx
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Dated:
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November
23, 2010
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Xxxxxx
Xxxxxx
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By:
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Dated:
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Xxx
Xxxxxx
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By:
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Dated:
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6
