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”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Chardan 2008 China Acquisition Corp. • August 4th, 2008 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) __________ __, 2008 AND (II) THE CONSUMMATION BY CHARDAN 2008 CHINA ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON ___________ __, 2013.
6,875,000 Units CHARDAN 2008 CHINA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
Chardan 2008 China Acquisition Corp., a British Virgin Islands company with limited liability (the “Company”), hereby confirms its agreement with Brean Murray, Carret & Co., LLC (“BMC”), Maxim Group LLC and Roth Capital Partners, LLC (collectively, the “Representatives”) and with the other underwriters named on Schedule A hereto, for which the Representatives are acting as representatives and co-managers (the Representatives, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) entered into as of the __th day of _____, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”) located at 17 Battery Place, New York, New York 10004.
THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
Name and Addresses Common Units Series A Preferred Units B1 Interests B2 Interests B3 Interests B4 Interests B5 Interests Capital Contribution Initial Capital Account 1
DJSP ENTERPRISES, INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • July 17th, 2015 • DJSP Enterprises, Inc. • Services-business services, nec • Florida
THIS RESTRICTED SHARE AWARD AGREEMENT (the “Award Agreement”) is made effective as of July 17, 2015 (the “Grant Date”), between DJSP Enterprises, Inc., a British Virgin Islands company limited by shares (hereinafter called the “Corporation”), and Stephen J. Bernstein, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the DJSP Enterprises, Inc. 2009 Equity Incentive Plan (the terms of which are hereby incorporated by reference and made a part of this Award Agreement) (the “Plan”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and L&P Consulting (“L&P”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
Name and Addresses Common Units Series A Preferred Units B1 Interests B2 Interests B3 Interests B4 Interests B5 Interests Capital Contribution Initial Capital Account 9
SIXTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made effective as of November 19, 2010 by DAL Group, LLC (the “Company”). This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).
SECURITY AGREEMENT (Multiple Use)Security Agreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of October 28, 2010 by DAL Group, LLC (the “Company”). This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).
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.
AMENDMENT TO SERVICES AGREEMENTServices Agreement • June 25th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
CONFIDENTIAL SERVICES AGREEMENT BETWEEN LAW OFFICES OF DAVID J. STERN, P.A. AND DJS PROCESSING, LLC DATED JANUARY 15, 2010Services Agreement • June 25th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec • Florida
This Services Agreement (the “Agreement”) is made as of the 15th of January, 2010 (the “Effective Date”), between the LAW OFFICES OF DAVID J. STERN, P.A., a Florida professional association, with a place of business at 900 S. Pine Island Road, Suite 400, Plantation, Florida 33324 (“Firm”) and DJS PROCESSING, LLC, a Delaware limited liability company with a place of business at 900 S. Pine Island Road, Suite 400, Plantation, Florida 33324 (“Provider”) (each of Firm and Provider, a “Party”; together, the “Parties”).
CONFIDENTIALITY AND NONCOMPETITION AGREEMENTConfidentiality and Noncompetition Agreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec • Florida
FORBEARANCE AGREEMENTForbearance Agreement • January 4th, 2012 • DJSP Enterprises, Inc. • Services-business services, nec • Florida
This Forbearance Agreement (this "Agreement") is made and entered into as of the 30th day of December, 2011 (the "Execution Date"), by and among BA Note Acquisition LLC, a Delaware limited liability company ("Lender"), DAL Group, LLC, a Delaware limited liability company ("Borrower"), DJS Processing, LLC, a Delaware limited liability company ("DJS Processing"), and Law Offices of David J. Stern, P.A., a Florida professional corporation ("Law Office").
SEVENTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made effective as of December 1, 2010 by DAL Group, LLC (the “Company”). This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).
TERMINATION OF VOTING AGREEMENTTermination of Voting Agreement • December 6th, 2010 • DJSP Enterprises, Inc. • Services-business services, nec • Virgin Islands
This Termination of Voting Agreement (the “Termination”) is made and entered into effective as of November 19, 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”), Stern 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”), Stern 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”), Jeffrey Valenty (“Valenty”), 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 “P
WARRANT AGREEMENTWarrant Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”), entered into as of the __th day of _____, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of _______, 2008 (“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, GEORGE KAUFMAN, TODD GOLD, JIANGNAN HUANG, ROYALE HOLDINGS, DR. RICHARD D. PROPPER, PAULA BEHARRY, DANIEL BEHARRY, LI ZHANG, LI PING HE (AS CUSTODIAN FOR TIFFANY HE), LI GONG, DR. JIANJUN SHI, XIAOSONG ZHONG, CARMAN RAMIREZ, EDWARD CARTER AND IDA CARTER (collectively “Existing Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow Agent”).
GUARANTYDJSP Enterprises, Inc. • January 22nd, 2010 • 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.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Chardan Capital, LLC (“Chardan Capital”).
SECURITY AGREEMENTSecurity Agreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
INTEREST DEFERRAL AGREEMENT AND LIMITED WAIVERInterest Deferral Agreement • January 14th, 2011 • DJSP Enterprises, Inc. • Services-business services, nec
This Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”), by and between DAL Group, LLC, a Delaware limited liability company (“DAL”), Chardan Capital, LLC, a Delaware limited liability company (“Chardan”), and Kerry S. Propper (“Propper”). DAL, Chardan, and Propper are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”
AGREEMENTAgreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
Reference is made to the Registration Rights Agreement dated August 11, 2008 (the “Registration Rights Agreement”) by and among Kerry Propper, Steve Urbach, Jonas Grossman, Jianghan Huang, Dr. Richard D. Propper, Paula Beharry, Daniel Beharry, Li Zhang, Li Gong, Dr. Jianjun Shi, Xiaosong Zhong, Michael Walas, Mark Brewer and Ryan Hallman (collectively, the “Existing Shareholders”) and Chardan 2008 China Acquisition Corp. (the “Company”) and to the Warrant Sale Agreement (the “Warrant Sale Agreement”) dated January 15, 2010 by and among the Company, certain of the Existing Shareholders and the Law Offices of David J. Stern, PA, Professional Title and Abstract Company Of Florida, Inc., and Default Servicing, Inc. (the “Stern Entities”). Pursuant to the Warrant Sale Agreement, the Company will issue a certain number of its ordinary shares to certain of the Existing Shareholders (the “Additional Shares”).
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
ASSET PURCHASE AGREEMENT BY AND AMONG HOMELAND SECURITY CAPITAL CORPORATION, DEFAULT SERVICING USA, INC., DEFAULT SERVICING, LLC, AND DAL GROUP LLC June 22, 2011Asset Purchase Agreement • June 23rd, 2011 • DJSP Enterprises, Inc. • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2011, is made by and among Homeland Security Capital Corporation, a Delaware corporation (“HSCC”), Default Servicing USA, Inc., a Delaware corporation (“Buyer”), Default Servicing, LLC, a Delaware limited liability company (the “Company”), DAL Group, LLC, a Delaware limited liability company, and the sole member of the Company (the “Member”), and Timios, Inc., solely for purposes of Section 10.1(b) hereof.
INTEREST DEFERRAL AGREEMENT AND LIMITED WAIVERInterest Deferral Agreement • January 14th, 2011 • DJSP Enterprises, Inc. • Services-business services, nec
This Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”), by and between DAL Group, LLC, a Delaware limited liability company (“DAL”) and Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Stern Holding Company – PT, Inc., a Florida corporation (“PT”), and Stern Holding Company – DS, Inc., a Florida corporation (“DS”). DAL, DJS, PT and DS are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.”
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”).
DIRECTOR HOLD HARMLESS INDEMNIFICATION AGREEMENTDirector Hold Harmless Indemnification Agreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec • Virgin Islands
This Hold Harmless and Indemnification Agreement (the “Agreement”) is made as of the 15th day of January, 2010, by and between DJSP ENTERPRISES, INC., a company incorporated under the laws of the British Virgin Islands (the “Company”), and _______________ (the “Director”).
STERN EMPLOYMENT AGREEMENTStern Employment 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.”
FACILITIES SHARING AGREEMENTFacilities Sharing Agreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec • Florida
THIS FACILITIES SHARING AGREEMENT (this “Agreement”) is entered into as of January 15, 2010 (the “Effective Date”) by and between LAW OFFICES OF DAVID J. STERN, P.A., a professional association licensed to practice law in the State of Florida (“Firm”), and DJS PROCESSING, LLC, a Delaware limited liability company (the “Company”) (each of Firm and the Company, a “Party”; together, the “Parties”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Chardan China Investments, LLC (“Chardan China Investments”).
AGREEMENTAgreement • April 2nd, 2010 • DJSP Enterprises, Inc. • Services-business services, nec
Reference is made to the Private Placement Warrant Escrow Agreement dated August 11, 2008 (the “Agreement”), by and among Chardan 2008 China 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.
