REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 15th day of January, 2010, by and among Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
Amended and Restated Limited Liability Company Agreement of DAL Group, LLCLimited Liability Company Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DAL GROUP, LLC, a Delaware limited liability company (the “Company”), is made and entered into on January 15, 2010, by and among the Company, Chardan 2008 China Acquisition Corp. (“Chardan”), Professional Title and Abstract Company of Florida, Inc. (“PTA”), FlatWorld DAL LLC, a Delaware limited liability company (“FlatWorld”) and Fortuna Capital Partners LP, a Delaware limited partnership (“Fortuna”) and each other person who is or becomes a Member in accordance with the terms of this Agreement.
CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JANUARY 15, 2010 BY AND AMONG DAL GROUP, LLC (“BUYER”), DAVID J. STERN, LAW OFFICES OF DAVID J. STERN, P.A. (“DJS”), PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC. (“PTA”),...Contribution and Membership Interest Purchase Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
This Contribution and Membership Interest Purchase Agreement (including the Exhibits and Schedules hereto, this “Agreement”) is made and entered into as of this 15th day of January, 2010 (the “Effective Date”), by and among DAL Group, LLC, a limited liability company organized under the laws of the State of Delaware (“DAL” or “Buyer”), David J. Stern, the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Professional Title and Abstract Company of Florida, Inc. a corporation organized under the laws of the State of Florida (“PTA”), Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI,” each of DJS, PTA and DSI is a “Seller” hereunder and shall be referred to herein collectively as the “Sellers”), Jeffrey A. Valenty (“Valenty”), Raj K. Gupta (“Gupta”), FlatWorld DAL LLC, a limited liability company organized under the laws of the State of Delaware (“FlatWorld”), Fortuna Capita
GUARANTYGuaranty • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This Guaranty shall remain in effect until all of the Obligations shall have been fully and indefeasibly paid, performed and discharged. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan, Security and Pledge Agreement by and among DAL, DJS, PTA and DSI dated as of the date of this Guaranty (as amended, restated or otherwise modified from time to time, the “Loan Agreement”)), any or all of the Term Note Obligations and Post-Closing Cash Obligations may be accelerated, with or without notice, as provided in the Loan Agreement. Notwithstanding the occurrence of any such event, this Guaranty shall continue and remain in full force and effect.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • New York
This Subordination and Intercreditor Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of the 15th day of January, 2010, by and among the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Professional Title and Abstract Company of Florida, Inc., a corporation organized under the laws of the State of Florida (“PTA”), Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI”), Mr. David J. Stern in his capacity as secured party representative for PTA, DJS and DSL (in such capacity, the “Junior Secured Party Representative”, and collectively with PTA, DJS and DSI, the “Subordinated Parties” and each a “Subordinated Party”), and each of the lenders set forth on Schedule 1 hereto party to the Senior Loan Agreement (as hereafter defined) (each, a “Senior Lender” and collectively the “Senior Lenders”). Unless otherwise defined
WARRANT SALE AGREEMENTWarrant Sale Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • New York
Warrant Sale Agreement, dated as of January 15, 2010 (“Agreement”), by and among Chardan 2008 China Acquisition Corp., a company organized under the laws of the British Virgin Islands (“Company”), Kerry Propper, Steve Urbach, Jonas Grossman, Jianghan Huang, Dr. Richard D. Propper, Paula Beharry, Daniel Beharry, Li Zhang, Michael Walas, Mark Brewer and Ryan Hallman (collectively “Existing Shareholders”), ________________ as agent for the Existing Shareholders (the “Agent”) and the Law Offices of David J. Stern, P.A., Professional Title and Abstract Company of Florida, Inc. and Default Servicing, Inc. (collectively, the “Stern Participants”).
STERN EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 15, 2010, between DAL Group, LLC, a Delaware limited liability company (“DAL”), DJS Processing, LLC, a Delaware limited liability company (“Processing”, and collectively with DAL, the “Companies,” or individually, a “Company”), Chardan 2008 China Acquisition Corp. (“Chardan”), and David J. Stern (“Executive”).
SENIOR SECURITY AGREEMENTSenior Security Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This SENIOR SECURITY AGREEMENT dated as of January 15, 2010 (the “Security Agreement”), is executed by the lenders listed on Schedule 1 hereto (collectively, the “Lenders” and each a “Lender”) and Default Servicing, LLC, a limited liability company organized under the laws of the State of Delaware (“Guarantor”), which has its chief executive office located at 900 South Pine Island Road, Suite 400, Plantation, Florida 33324. The Guarantor and Lenders are referred to from time to time in this Security Agreement individually as a “Party” and together as the “Parties.”
DJSP ENTERPRISES, INC. NONQUALIFIED SHARE OPTION AGREEMENTNonqualified Share Option Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
Pursuant to the 2009 Equity Incentive Plan (the “Plan”) of DJSP Enterprises, Inc. (formerly Chardan 2008 China Acquisition Corp.) (the “Corporation”) and with the approval of the Compensation Committee (“Committee”) of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase [INSERT NUMBER] of Ordinary Shares of the Corporation (the “Shares”) at $[INSERT PRICE] per Share, upon the terms and conditions contained in this Share Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Stock Option. The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.
VOTING AGREEMENTVoting Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Virgin Islands
This Voting Agreement (the “Agreement”) is made and entered into as of January 15, 2010, by and among David J. Stern (“Stern”), the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Professional Title and Abstract Company of Florida, Inc. a corporation organized under the laws of the State of Florida (“PTA”), Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI”), FlatWorld DAL, LLC, a Delaware limited liability company (“FlatWorld”), Jeffrey Valenty (“Valenty”), Nagina Partners LLC, a Delaware limited liability company (“Nagina”), 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”). Stern, DJS, PTA, DSI, FlatWorld, Valenty, Nagina, the Principals and the Company are collectively referred to herein as the “Part
DJSP ENTERPRISES, INC. NON-EMPLOYEE DIRECTOR NONQUALIFIED SHARE OPTION AGREEMENTNonqualified Share Option Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
Pursuant to the 2009 Equity Incentive Plan (the “Plan”) of DJSP Enterprises, Inc. (formerly Chardan 2008 China Acquisition Corp.) (the “Corporation”) and with the approval of the Compensation Committee (“Committee”) of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase [INSERT NUMBER] of Ordinary Shares of the Corporation (the “Shares”) at $[INSERT PRICE] per Share, upon the terms and conditions contained in this Share Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Stock Option. The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
This Consulting Services Agreement (this “Agreement”) is entered into as of January 15, 2010 by and between DAL GROUP, LLC, a Delaware limited liability company (“DAL”), and Chardan Capital LLC, (“Consultant”). DAL and Consultant are sometimes hereinafter individually as a “Party” and collectively referred to as the “Parties”.
SENIOR LOAN, SECURITY AND PLEDGE AGREEMENTSenior Loan, Security and Pledge Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This SENIOR LOAN, SECURITY AND PLEDGE AGREEMENT dated as of January 15, 2010 (this “Agreement”), is executed by and among DAL GROUP, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), which has its chief executive office located at 900 South Pine Island Road, Suite 400, Plantation, Florida 33324, and the lenders listed on Schedule 1 hereto (collectively, the “Lenders” and each a “Lender”). The Borrower and the Lenders are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”
FLATWORLD SERVICES AGREEMENTFlatworld Services Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
This FlatWorld Services Agreement (this “Agreement”) is entered into as of January 15, 2010 (the “Effective Date”) by and between DAL Group, LLC, a Delaware limited liability company (“DAL”), and FlatWorld Consulting LLC, a Delaware limited liability company (“Consultant”). DAL and Consultant are sometimes hereinafter individually as a “Party” and collectively referred to as the “Parties”.
SENIOR TERM NOTESenior Term Note • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This Senior Term Note (as amended, restated or otherwise modified from time to time, this “Note”) evidences indebtedness under and pursuant to that certain Loan, Security and Pledge Agreement among Maker, Payee and the other lenders party thereto, dated as of the date of this Note (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), to which reference is hereby made for other terms and conditions governing this Note. The holder of this Note is entitled to all of the benefits provided to it in the Loan Agreement.
SECURITY AGREEMENTSecurity Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This SECURITY AGREEMENT dated as of January 15, 2010 (the "Security Agreement"), is executed by the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS” or “Lender”), Professional Title and Abstract Company of Florida, Inc, a corporation organized under the laws of the State of Florida (“PTA”), Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI,” and collectively with DJS and PTA are referred to herein as the “Secured Parties”) and DJS Processing, LLC, a limited liability company organized under the laws of the State of Delaware (“Guarantor”), which has its chief executive office located at 900 South Pine Island Road, Suite 400, Plantation, Florida 33324. The Guarantor and Lender are referred to from time to time in this Security Agreement individually as a “Party” and together as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • Florida
This ESCROW AGREEMENT (this “Agreement”) is made on January 15, 2010 by and among DAL Group, LLC, a limited liability company organized under the laws of the State of Delaware (“DAL”), Chardan 2008 China Acquisition Corp., a corporation organized under the laws of the British Virgin Islands (“Chardan,” and, together with DAL, the “Chardan Indemnified Parties”), the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Professional Title and Abstract Company of Florida, Inc., a corporation organized under the laws of the State of Florida (“PTA”), Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI,” each of DJS, PTA and DSI is referred to herein individually as a “Seller,” and is referred to herein collectively as the “Sellers”), and U.S. Bank National Association, national banking association (the “Escrow Agent”).
GUARANTYGuaranty • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks • New York
This Guaranty shall remain in effect until all of the Guaranteed Obligations shall have been fully and indefeasibly paid, performed and discharged. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), any or all of the Guaranteed Obligations may be accelerated, with or without notice, as provided in the Loan Agreement. Notwithstanding the occurrence of any such event, this Guaranty shall continue and remain in full force and effect.
LOAN, SECURITY AND PLEDGE AGREEMENTLoan, Security and Pledge Agreement • January 22nd, 2010 • DJSP Enterprises, Inc. • Blank checks
This LOAN, SECURITY AND PLEDGE AGREEMENT dated as of January 15, 2010 (the "Agreement"), is executed by and among DAL GROUP, LLC, a limited liability company organized under the laws of the State of Delaware (the "Borrower"), which has its chief executive office located at 900 South Pine Island Road, Suite 400, Plantation, Florida 33324, the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS” or “Lender”), Professional Title and Abstract Company of Florida, Inc., a corporation organized under the laws of the State of Florida (“PTA”), and Default Servicing, Inc., a corporation organized under the laws of the State of Florida (“DSI,” and collectively with PTA and DJS, the “Secured Parties”). The Borrower, the Lender and Secured Parties are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”
