20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 (Mark one)

FORM 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended ________________.

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report: January 15, 2010
	for the transition period from __________ to ___________

Commission file number:  001-34149

DJSP Enterprises, Inc.

________________________________

(Exact name of the Registrant as specified in its charter)

British Virgin Islands

_____________________________

(Jurisdiction of incorporation or organization)

900 South Pine Island Road , Suite 400

Plantation, Florida 33324

___________________________

(Address of principal executive offices)

Kumar Gursahaney; Tel: (954) 233-8000 ext. 2024; Fax: (954) 233-8570

900 South Pine Island  Road , Suite 400; Plantation, Florida 33324

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of each exchange on which registered
UNITS, EACH CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT	The NASDAQ Stock Market LLC
ORDINARY SHARES	The NASDAQ Stock Market LLC
WARRANTS TO PURCHASE ONE ORDINARY SHARE	The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

On January 15, 2010, the registrant had 10,663,866 ordinary shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  o Yes    x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

  o Yes    o No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes  o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

oYes  o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

o  Large Accelerated filer o  Accelerated filer x  Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

x  US GAAP o  International Financial Reporting Standards as issued by the International Accounting Standards Board o  Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

  o Item 17  o Item 18

 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  o Yes      o No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court.

  o Yes    o  No

TABLE OF CONTENTS

	PART I	Page
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
A.	Selected financial data	1
B.	Capitalization and indebtedness	1
C.	Reasons for the offer and use of proceeds	1
D.	Risk factors	1
Item 4.	Information On The Company	2
A.	History and Development of the Company	2
B.	Business overview	2
C.	Organizational structure	3
D.	Property, plants and equipment	3
Item 4A.	Unresolved Staff Comments	3
Item 5.	Operating and Financial Review and Prospects	3
Item 6.	Directors, Senior Management and Employees	4
A.	Directors and senior management	4
B.	Compensation	4
C.	Board practices	4
D.	Employees	4
E.	Share ownership	4
Item 7.	Major Shareholders and Related Transactions	5
A.	Major shareholders	5
B.	Related party transactions	6
C.	Interests of experts and counsel	7
Item 8.	Financial Information	7
A.	Consolidated Statements and Other Financial Information	7
B.	Significant Changes	7
Item 9.	The Offer and Listing	7
A.	Offer and listing details	7
B.	Plan of distribution	8
C.	Markets	8
D.	Selling shareholders	8
E.	Dilution	8
F.	Expenses of the issue	8

Item 10.	Additional Information	8
A.	Share capital	8
B.	Memorandum and articles of association	8
C.	Material contracts	9
D.	Exchange controls	9
E.	Taxation	9
F.	Dividends and paying agents	9
G.	Statement by experts	9
H.	Documents on display	9
I.	Subsidiary Information	10
Item 11.	Quantitative and Qualitative Disclosure About Market Risk	10
Item 12.	Description of Securities Other Than Equity Securities	10
	PART III
Item 17	Financial Statements	10
Item 18.	Financial Statements	10
Item 19	Exhibits	10
Signatures		12

CERTAIN INFORMATION

In this Shell Company Report on Form 20-F (the “Report”), unless otherwise indicated, “we,” “us,” “our,” and “the Company” refers to DJSP Enterprises, Inc. (f/k/a Chardan 2008 China Acquisition Corp.), a British Virgin Islands company, and its subsidiaries subsequent to the Business Combination referred to below.  Unless the context indicates otherwise, all references to “DAL” in this Report refer to DAL Group, LLC, a subsidiary of the Company and the entity through which the operating business is held, and its subsidiaries, including DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and Default Servicing, LLC. The “Business Combination” refers to the acquisition by the Company of a controlling interest in DAL, which transaction was consummated on January 15, 2010.

FORWARD-LOOKING STATEMENTS

This Report contains ‘‘forward-looking statements’’ that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are ‘‘forward-looking statements’’ including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’, ‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’, ‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings “Risk Factors”, “Information about DAL LLC,” and “DAL Management’s Discussion and Analysis or Plan of Operations” and elsewhere in this Report.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Our directors and executive officers immediately after the consummation of the Business Combination are described in the Company’s Proxy Statement, filed under cover of Form 6-K with the Securities and Exchange Commission (the “Commission”) on December 29, 2009 (the “Proxy Statement”) in the section entitled “Directors and Management” beginning on page 149, which is incorporated herein by reference. The business address of each director and executive officer is 900 South Pine Island Road , Suite 400, Plantation, Florida 33324.

On January 11, 2010, the Company’s shareholders elected David J. Stern, Kumar Gursahaney, Juan V. Ruiz, Matthew S. Kayton, Mark P. Harmon, Nicholas H. Adler, and Jerry Hutter as directors of the Company, with such appointments to take effect upon consummation of the Business Combination.

On January 15, 2010, the board of directors of the Company made the following appointments: David J. Stern as Chairman of the Company’s board of directors, President, and Chief Executive Officer, and Kumar Gursahaney as Executive Vice President and Chief Financial Officer.

B. Advisers

Loeb & Loeb LLP has acted as the Company’s principal United States legal counsel. Loeb & Loeb LLP’s address is 345 Park Ave., New York, NY 10154. Maples & Calder has acted as the Company’s principal British Virgin Islands legal counsel. Maples & Calder’s address is Sea Meadow House, PO Box 173; Road Town; Tortola VG1110; British Virgin Islands.

C. Auditors

Information regarding the Company’s auditors is described in the Proxy Statement in the section entitled “Directors and Management–Independent Auditor” on page 152, which is incorporated herein by reference.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required.

ITEM 3. KEY INFORMATION

A.  Selected financial data

Financial information regarding the Company is included in the Proxy Statement in the section entitled “Selected Historical Financial Information” beginning on page 44, and “Unaudited Pro Forma Combined Financial Statements” beginning on page 139, which are incorporated herein by reference.

B.  Capitalization and Indebtedness

The capitalization of the Company is included in the Proxy Statement in the section entitled “Capitalization of Chardan 2008 China Acquisition Corp.” on page 138, which is incorporated herein by reference.

C.  Reasons for the Offer and Use of Proceeds

Not required.

D.  Risk factors

- 1 - -

The risks associated with DAL’s business are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 30 and are incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

A.History and Development of the Company

The Company was a blank check company formed in the British Virgin Islands on February 19, 2008 for the purpose of acquiring, engaging in a merger or share exchange with, purchasing all or substantially all of the assets of, or engaging in a contractual control arrangement or any other similar business combination with an unidentified operating business. The Company consummated its initial public offering on August 11, 2008 and generated gross proceeds of  approximately $55,000,000.00.

On January 11, 2010, the Company’s shareholders approved the Business Combination and related transactions. The holders of 2,800 of the Company’s ordinary shares voted against the Business Combination and redeemed their shares for a pro rata portion of the Company’s trust account.

On January 15, 2010, the Company acquired a controlling interest in DAL in exchange for $52,477,047 in cash. In particular, the Company acquired 10,663,866 DAL Common Units and warrants to acquire 11,441,666 Common Units (the “DAL Warrants”).

Concurrently with the Business Combination, the Law Offices of David J. Stern (“DJS”), Professional Title and Abstract Company of Florida, Inc. (“PTA”) and Default Servicing, Inc. (“DSI”) (collectively, the “Stern Contributors”) transferred all of the non-legal business and assets of DJS, DSI and PTA (the “Stern Contributors’ Contribution”) to DJS Processing, LLC (“DJS LLC”), Default Servicing, LLC (“DSI LLC”) and Professional Title and Abstract Company of Florida, LLC (“PTA LLC”), respectively. In consideration for their contribution of their ownership interests in DJS LLC, PTA LLC and DSI LLC to DAL, the Stern Contributors received from DAL the following (the “Consideration”):

·   $58,500,080 in cash (the “Initial Cash”);

·   $52,469,000 in a promissory note issued by DAL (the “Stern Note”);

·   1,200,000 DAL Common Units (the “Stern DAL Common Units”);

·   1,666,667 DAL Series A Preferred Units (the “Stern DAL Series A Preferred Units”);

·   3,133,333 DAL Series B Preferred Units (the “Stern Series B Preferred Units”); and

·   The right to receive $35 million in Post-Closing Cash (defined in Item 5 below).

Following the Business Combination, the existing members of DAL, FlatWorld DAL LLC (“FlatWorld”) and Fortuna Capital Partners LP (“Fortuna”), hold (i) an aggregate of 1,500,000 Common Units of DAL and (ii) an aggregate of 766,667 Series B Preferred Units in DAL.

The Business Combination followed the favorable vote of the public shareholders of the Company in accordance with the SPAC business combination approval procedures established at the time of the Company’s initial public offering. In connection with the Business Combination, the Company changed its name from “Chardan 2008 China Acquisition Corp.” to “DJSP Enterprises, Inc.” The Company’s principal offices are located at 900 South Pine Island Road, Suite 400, Plantation, Florida 33324.

Concurrently with the Business Combination, the Company consummated a private placement of 1,500,000 ordinary shares of the Company for aggregate proceeds of $10,250,000, which proceeds formed a part of the Business Combination consideration. As a result, following the Business Combination and private placement, the Company had a total of 10,663,866 ordinary shares outstanding.

B.Business Overview

- 2 - -

The business of DAL is described in the Proxy Statement in the section entitled “Information about DAL LLC” beginning on page 93, and the business of the Company is described in the Proxy Statement in the section entitled “Information about Chardan 2008” beginning on page 133, which are incorporated herein by reference.

C.  Organizational Structure

The Company’s organizational structure is described in the Proxy Statement in the section entitled “Information about DAL LLC” beginning on page 93, which is incorporated herein by reference.

D.  Property, plant and equipment

The facilities of the Company are described in the Proxy Statement in the section entitled “Information about DAL LLC—Operations & Facilities” on page 116 and “Information about Chardan 2008—Facilities” on page 135, which are incorporated herein by reference.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition of DAL and the Company is described in the Proxy Statement in the sections entitled “DAL Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Target Business” beginning on page 124 and “Chardan 2008 Management’s Discussion and Analysis or Plan of Operations” beginning on beginning on page 136, which are incorporated herein by reference. In the Company’s opinion, its working capital is sufficient for its present requirements.

In connection with the Business Combination, the Company issued the following notes on January 15, 2010:

·   A note in the amount of $52,469,000.00 issued to DJS (the “Stern Deferral Note”) which has an interest rate of 3.0% per annum and a maturity date of 36 months after January 15, 2010;

·   Notes in the aggregate amount of $1,100,000.00 relating to deferred compensation issued to the underwriters of the Company’s initial public offering which have an interest rate of 5% per annum and are payable upon the earlier of (i) the one year anniversary of the repayment of the Stern Note, or (ii) January 15, 2012;

·   A note in the aggregate amount of $500,000.00 relating to certain deferred compensation owing by the Company to Rodman & Renshaw, LLC which has an interest rate of 5% per annum and is payable upon the earlier of (i) the one year anniversary of the repayment of the Stern Note, or (ii) January 15, 2012;

·   A note in the amount of $250,000 relating to deferred compensation owing by the Company to Chardan Capital Markets, LLC which has an interest rate of 5% per annum and is payable upon the earlier of (i) the one year anniversary of the repayment of the Stern Note, or (ii) January 15, 2012; and

·   Notes in the aggregate amount of $15,188,735.97 relating to a senior financing facility entered into in connection with the Business Combination and which  have interest rates of 15% per annum and are payable by January 15, 2011.

The Stern Contributors are entitled to be paid $35,000,000 in cash after the closing of the Business Combination (the “Post-Closing Cash”). The Post-Closing Cash must be paid in full no later than the fifth anniversary of the closing. The principal source of the funds to pay the Post-Closing Cash will be approximately 90% of the proceeds from Chardan 2008’s required exercise of the DAL Warrants not used to satisfy the Stern Note. To the extent that the Post-Closing Cash is not paid within 180 days of the closing of the Business Combination, a late fee of 0.25% per month will be added to the outstanding balance of Post-Closing Cash due until paid in full. In that event, DAL will also utilize approximately 90% of its free cash flow, together with any remaining proceeds from the exercise of the  DAL Warrants, to pay the Post-Closing Cash. To the extent that the Post-Closing Cash has not been paid in full by the eighteen month “anniversary” of the closing of the Business Combination, 0.67% per month will be added to the outstanding balance of the Post-Closing Cash due until paid in full.

- 3 - -

The payment of the Stern Note and the Post-Closing Cash are guaranteed by each of DJS LLC, PTA LLC and DSI LLC and secured by all of the assets of DAL, DJS LLC, PTA LLC and DSI LLC.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and senior management

The Company’s directors and executive officers immediately after the consummation of the Business Combination are described in the Proxy Statement in the section entitled “Directors and Management” beginning on page 149, which is incorporated herein by reference.

Reference is also made to the disclosure set forth under the section entitled “Item 1–Identity of Directors, Senior Management, and Advisers–Directors and Senior Management” in this Form 20-F, which is incorporated herein by reference.

B.  Compensation

The compensation of the executive officers and directors of the Company is described in the Proxy Statement in the sections entitled “Directors and Management—Board Compensation” on page 152, and “Directors and Management—Executive Compensation”, beginning on page 152, and “Information about DAL LLC–Management–Stern Employment Agreement” beginning on page 122, which are incorporated herein by reference.

On January 18, 2010, the Compensation Committee granted share options under the Company’s 2009 Equity Incentive Plan to (i) its non-employee directors to acquire an aggregate of 37,000 ordinary shares of the Company (7,000 to each of Messrs. Hutter, Ruiz, Harmon and Adler and 9,000 to Mr. Kayton) and (ii) certain employees of DAL, DJS LLC, PTA LLC and DJS LLC to acquire an aggregate of 664,800 ordinary shares of the Company. The exercise price for the share options is $8.85, the closing price of the Company’s ordinary shares on the prior trading day.  The non-employee director share options become exercisable one year after the date of grant or, if earlier, their removal as a director or failure to be renominated or reelected as a director. The employee share options become exercisable in three equal annual installments. The share options are nonqualified stock options, become exercisable upon certain changes in control of the Company and DAL, and will terminate 10 years after the date of grant or, if earlier, three months after termination of employment (one year if termination is due to death or disability).

C.Board Practices

A description of the term of each member of the board of directors is included in the Supplement to Proxy Statement filed under cover of Form 6-K with the Commission on January 7, 2010, in the section entitled “Voting Information, Election of Directors and Amendment Proposal”. Details regarding David J. Stern’s employment agreement with the Company, which provides for benefits upon termination of employment, is included in the Proxy Statement in the section entitled DAL LLC–Management–Stern Employment Agreement” beginning on page 122, which is incorporated herein by reference. Other than David J. Stern, no director of the Company has a contract with the Company or any of its subsidiaries providing for benefits upon termination of employment and pursuant to the terms of the share options granted to the non-employee directors of the Company.

The Company’s audit committee consists of Jerry Hutter (chair), Juan V. Ruiz, and Matthew S. Kayton. The Company’s compensation committee consists of Mark P. Harmon (chair), Nicholas H. Adler, and Matthew S. Kayton.

D.Employees

The Company has approximately 1,000 individuals working for it, none of whom is represented by a labor union.

E.Share Ownership

- 4 - -

See Item 7A.

On January 11, 2010, the Company’s shareholders approved the Chardan 2008 China Acquisition Corp. 2009 Equity Incentive Plan, which took effect upon consummation of the Business Combination, which reserved up to 1,570,000 ordinary shares in the Company for issuance to the Company’s directors, employees, and consultants, as further described in the Proxy Statement in the section entitled “Proposal to Approve the Equity Incentive Plan,” beginning on page 81, which is incorporated herein by reference.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major shareholders

The following table sets forth certain information regarding our ordinary shares as of January 15, 2010 by:

·   each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

·   each of our officers and directors; and

·   all of our officers and directors as a group.

The column entitled “Number of Ordinary Shares Beneficially Owned (excluding Shares Beneficially Owned through Voting Agreement)” does not include shares subject to the Voting Agreement (as defined below) which the person would not have an interest in but for the Voting Agreement.

As of January 15, 2010, there were a total 10,663,866 ordinary shares outstanding. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Ordinary shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Pursuant to the terms of the Voting Agreement dated January 15, 2010 (the “Voting Agreement”) by and among David J. Stern, DJS, PTA, DSI, Flatworld, Jeffrey Valenty, Nagina, the Company, and certain shareholders of the Company who are signatories thereto, the parties to the Voting Agreement other than the Company agree to vote all of the ordinary shares held by them in favor of four nominees to the Company’s Board of Directors designated by Mr. Stern (each a “Stern Designee”), two nominees designated by the Principals (each a “Principal Designee”) and Juan V. Ruiz (the “DAL Nominee”). The Voting Agreement also allows the holders of the DAL Common Units and the Series A Preferred Units (other than Chardan 2008), to designate, after the date upon which such holders have the right to exchange such units for ordinary shares, by majority vote, a number of nominees to the Company’s Board of Directors based on their ownership percentage of the Company, assuming their DAL Common Units and Series A Preferred Units were exchanged for ordinary shares.  The Principals are able to nominate one independent Board nominee as long as they still hold ordinary shares representing 5% of the Company’s outstanding shares. The term of the Voting Agreement is five years from the closing of the Business Combination, or shorter in certain other events, including: a liquidation; the occurrence of a merger or similar transaction in which the Company is not the surviving entity; after the Post-Closing Cash has been paid in full, termination of Mr. Stern’s employment by the Company and all of its affiliates; or the termination of the services agreement between DJS and DJS LLC or any agreement succeeding it.

- 5 - -

Name and Address of Beneficial Owner(1)	Number of Ordinary Shares Beneficially Owned (excluding Shares Beneficially Owned through Voting Agreement)	Percentage of Ownership	Number of Ordinary Shares Beneficially Owned	Percentage of Ownership
David J. Stern (2)	-0-	-0-	4,151,666(6)	33.15%
Kumar Gursahaney	-0-	-0-	-0-	-0-
Juan V. Ruiz	-0-	-0-	-0-	-0-
Matthew S. Kayton	-0-	-0-	-0-	-0-
Mark P. Harmon	-0-	-0-	-0-	-0-
Nicholas H. Adler	-0-	-0-	-0-	-0-
Jerry Hutter	-0-	-0-	-0-	-0-
All Directors and Officers as a Group	-0-	-0-	-0-	-0-
Kerry Propper (3)	680,875	6.17%	4,151,666(6)	33.15%
Royale Holdings(4)	661,693	6.21%	4,151,666(6)	33.15%
Platinum Partners Value Arbitrage Fund LP(5)	875,714	8.21%	-0-	-0-

(1) Unless otherwise indicated, the business address of each of the individuals is 900 South Pine Island Road , Suite 400, Plantation, Florida 33324.

(2) Consists of ordinary shares owned by the parties to a Voting Agreement (the “Voting Agreement”) with Mr. Stern and DJS, PTA and DSI,  entities wholly owned by Mr. Stern. Mr. Stern has shared voting power over these shares, but no investment power over these shares.

(3) Consists of (i) 302,907 ordinary shares, and (ii) 377,968 ordinary shares underlying warrants, which warrants became exercisable on January 15, 2010 at an exercise price of $5.00 per share, and expire on 5:00 p.m., New York City time, on August 11, 2012. Kerry Propper’s business address is c/o Chardan Capital Markets, LLC; 17 State Street; Suite 1600; New York, NY 10004.

(4) Consists of 661,693 ordinary shares. Michael Walas has voting and investment control over the ordinary shares owned by Royale Holdings. Royale Holdings’ address is c/o Chardan Capital, LLC, 402 W. Broadway, Suite 2600, San Diego, CA.

(5) Consists of (i) 590,000 ordinary shares held by Platinum Partners Value Arbitrage Fund LP, and (ii) 285,714 ordinary shares held by Platinum Partners Liquid Opportunity Master Fund L.P. The information relating to Platinum Partners Value Arbitrage Fund LP is derived from a Schedule 13G/A dated December 31, 2008, filed by such entity with the Securities and Exchange Commission. The business address of Platinum Partners Value Arbitrage Fund LP is 152 West 57th Street, 4th Floor, New York, NY 10019.

(6) Consists of ordinary shares and ordinary shares underlying warrants, which warrants became exercisable on January 15, 2010 at an exercise price of $5.00 per share, and expire at 5:00 p.m., New York City time, on August 11, 2012, owned by the following parties to the Voting Agreement as indicated (the “Principals”): Kerry Propper (see footnote 3), Steve Urbach (136,713 ordinary shares and 170,590 ordinary shares underlying the warrants), Jonas Grossman (81,296 ordinary shares and 101,442 ordinary shares underlying the warrants), George Kaufman (27,708 ordinary shares and 0 ordinary shares underlying the warrants), Todd Gold (5,542 ordinary shares and 0 ordinary shares underlying the warrants), Jiangnan Huang (261,427 ordinary shares and 220,000 ordinary shares underlying the warrants), Royale Holdings (see footnote 5), Dr. Richard D. Propper (186,528 ordinary shares and 400,000 ordinary shares underlying the warrants), Paula Beharry (130,713 ordinary shares and 30,000 ordinary shares underlying the warrants), Daniel Beharry (130,713 ordinary shares and 70,000 ordinary shares underlying the warrants), Li Zhang (130,713 ordinary shares and 400,000 warrants), Li Ping He (130,713 ordinary shares and 0 ordinary shares underlying the warrants), Li Gong (25,000 ordinary shares and 30,000 ordinary shares underlying the warrants), Dr. Jianjun Shi (25,000 ordinary shares and 30,000 ordinary shares underlying the warrants), Xiaosong Zhong (25,000 ordinary shares and 30,000 ordinary shares underlying the warrants), Carman Ramirez (20,000 ordinary shares and 0 ordinary shares underlying the warrants), Edward Carter (5,000 ordinary shares and 0 ordinary shares underlying the warrants, Ida Carter (5,000 ordinary shares and 0 ordinary shares underlying the warrants). Other parties to the Voting Agreement include Mr. Stern, DJS, PTA, DSI, FlatWorld DAL, LLC, Jeffrey Valenty, Nagina Partners LLC, none of whom own ordinary shares or securities that are exercisable or convertible into ordinary shares within 60 days. They own DAL Common Units and Series A Preferred Units that are exchangeable for ordinary shares beginning January 15, 2011. The parties to the Voting Agreement share voting power over these shares, but not investment power over these shares.

B.Related Party Transactions

- 6 - -

Related party transactions of the Company and DAL are described in the Proxy Statement in the section entitled “Certain Relationships and Related Transactions” beginning on page 154, and in the financial statements on pages F-10, F-18 and F-30, which are incorporated herein by reference.

C.  Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A.  Consolidated Statements and Other Financial Information.

See Item 18.

B.  Significant Changes

None.

ITEM 9. THE OFFER AND LISTING

A.Offer and Listing Details

The Company’s ordinary shares, warrants and units are traded on Nasdaq, under the symbols DJSP, DJSPW, and DJSPU, respectively. Each of the Company’s units consists of one ordinary share and one warrant to purchase an additional ordinary share. The Company’s ordinary shares, warrants and units have been quoted since August 25, 2008.

Information about the market price of our units, common stock and warrants prior to the Business Combination, including quarterly highs and lows, is described in the Proxy Statement in the section entitled “Price Range of Securities and Dividends” on page 45 and incorporated herein by reference. The following table includes information of the high and low market prices for the last two years and for the last six months:

	Ordinary Shares				Warrants				Units
	High		Low		High		Low		High		Low
Annual Highs and Lows
2009	$	9.50	$	6.54	$	4.25	$	0.06	$	13.41	$	6.71
2008	$	8.00	$	6.11	$	1.63	$	0.09	$	10.00	$	5.96
Monthly Highs and Lows
2009
July	$	7.55	$	7.34	$	0.84	$	0.35	$	8.14	$	7.51
August	$	8.30	$	7.45	$	0.88	$	0.34	$	8.17	$	7.51
September	$	7.65	$	7.47	$	0.97	$	0.55	$	8.54	$	7.50
October	$	7.85	$	7.58	$	1.56	$	0.92	$	10.50	$	8.16
November	$	7.87	$	7.72	$	1.45	$	1.00	$	8.48	$	8.00
December	$	9.50	$	7.75	$	4.25	$	1.00	$	13.41	$	8.27

Holders of our ordinary shares, warrants and units (sometimes referred to herein as “securities”) should obtain current market quotations for their securities. There can be no assurance that a trading market will develop for these securities.

Additional information regarding our securities is included in the Proxy Statement in the section entitled “Chardan 2008 Securities” beginning on page 161, which is incorporated herein by reference.

- 7 - -

B.  Plan of Distribution

Not Applicable.

C.Markets

Our ordinary shares, warrants and units are quoted on Nasdaq under the symbols “DJSP”, “DJSPW” and “DJSPU”, respectively.

D.Selling Shareholders

Not Applicable.

E.Dilution

Not Applicable.

F.Expenses of the Issue

Not Applicable.

ITEM 10. ADDITIONAL INFORMATION

A.  Share Capital

Status of Outstanding Ordinary Shares.  As of January 15, 2010, we had a total of 60,000,000 ordinary shares authorized, par value $0.0001, of which 10,663,866 ordinary shares were issued and outstanding.

Options and Warrants. We have issued and outstanding warrants to purchase 11,166,666 ordinary shares, as well as a purchase option sold to the underwriters of the Company’s initial public offering to purchase up to a total of 137,500 units, each unit consisting of one ordinary share and one warrant to purchase one ordinary share.

History of Share Capital. A history of the number of shares the company is authorized to issue is included in the Proxy Statement in the section titled “Information about Chardan 2008” beginning on page 133, which is incorporated herein by reference.

B.  Memorandum and Articles of Association

Registered Office. Under the Company’s Second Amended and Restated Memorandum of Association, the Registered Office of the Company is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands, or at such other place as the directors may from time to time decide.

Objects and Purposes. Under Article 5 of the Company’s Second Amended and Restated Memorandum of Association, the objects for which the Company is established are unrestricted.

Directors. Under Article 11 of the Company’s Second Amended and Restated Articles of Association, a director of the Company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the board of directors. The directors may exercise all powers of the Company to borrow money and to mortgage or change its undertakings and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. The Company’s Second Amended and Restated Articles of Association specify that a director is not required to hold any shares in the Company as a qualification to office.

- 8 - -

 Rights, Preferences and Restrictions Attaching to the Company’s Shares. The Company is authorized to issue 60,000,000 ordinary shares, par value $0.0001, and 5,000,000 preferred shares, 1,666,667 of which shall be designated Series A Preferred Shares, par value $0.0001. As of January 15, 2010, 10,663,866 ordinary shares are issued and outstanding. Each share has the right to one vote at a meeting of shareholders or on any resolution of shareholders, the right to an equal share in any dividend paid by the Company, and, subject to the Series A Preferred Shares liquidation preference in the amount of $15.00 per share in the event any Series A Preferred Shares are issued, the right to an equal share in the distribution of surplus assets of the Company. The Company may by a resolution of the board of directors redeem any of its securities for such consideration as the board of directors determines.

Alteration of Rights. The rights attached to any class or subclass of shares, other than ordinary shares, may, whether or not the Company is being wound up, be varied only with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issues shares of any other class or subclass of shares which may be affected by such variation.

Meetings. The board of directors may convene meetings of the members of the Company at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members entitled to exercise at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested. Seven (7) days’ written notice at the least specifying the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given to such persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. The inadvertent failure of the directors to give notice of a meeting to a member or the fact that a member has not received the notice shall not invalidate the meeting.

Limitations on the Right to Own Securities. There are no limitations on the rights to own securities of the Company, or limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s securities, contained in the Company’s Second Amended and Restated Memorandum and Articles of Association or under British Virgin Islands law.

C.Material Contracts

All material contracts governing the business of the Company are described elsewhere in this Shell Company Report on Form 20-F or in the information incorporated herein by reference.

D.Exchange controls

Und er British Virgin Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to nonresident holders of our shares.

E. Taxation

           The material United States federal income tax consequences of the Business Combination and of owning and disposing of our securities following the Business Combination are described in the Proxy Statement in the section entitled “Material United States Federal Income Tax Considerations” beginning on page 73, which is incorporated herein by reference.

F. Dividends and paying agents

Information about our dividend policy is described in the Proxy Statement in the risk factor entitled “Because Chardan 2008 does not intend to pay dividends on its ordinary shares, shareholders will benefit from an investment in Chardan 2008’s ordinary shares only if it appreciates in value” on page 38, which is incorporated herein by reference.

G. Statement by experts

Not applicable.

H.Documents on display

- 9 - -

Documents concerning us that are referred to in this document may be inspected at our principal executive offices at 900 South Pine Island Road , Suite 400; Plantation, Florida 33324.

In addition, we will file annual reports and other information with the Commission.  Since we are currently a foreign private issuer, we  will file annual reports on Form 20-F and submit other information under cover of Form 6-K. As a foreign private issuer, we are exempt from the proxy requirements of Section 14 of the Exchange Act and our officers, directors and principal shareholders will be exempt from the insider short-swing disclosure and profit recovery rules of Section 16 of the Exchange Act. However, we expect our status as a foreign private issuer to terminate as of December 31, 2010 and will thereafter file domestic company reports with the Commission. Annual reports and other information we file with the Commission may be inspected at the public reference facilities maintained by the Commission at Room 1024, 100 F. Street, N.E., Washington, D.C. 20549, and copies of all or any part thereof may be obtained from such offices upon payment of the prescribed fees. You may call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms and you can request copies of the documents upon payment of a duplicating fee, by writing to the Commission. In addition, the Commission maintains a web site that contains reports and other information regarding registrants (including us) that file electronically with the Commission which can be assessed at http://www.sec.gov.

I.Subsidiary Information

Not required.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company does not have instruments subject to market risk.

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Information regarding our securities is included in the Proxy Statement in the section entitled “Chardan 2008 Securities” beginning on page 161.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The financial statements of the Company are included in the Proxy Statement beginning on page F-21, and the financial statements of DAL are included in the Proxy Statement beginning on page F-2, which are incorporated herein by reference.

ITEM 19. EXHIBITS

Exhibit No.               Description

1.1	Second Amended and Restated Memorandum and Articles of Association of DJSP Enterprises, Inc.
2.4	Form of Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company*
2.5	Form of Underwriter’s Purchase Option*

- 10 - -

3.1	Voting Agreement
4.1	Master Acquisition Agreement dated as of December 10, 2009, by and among David J. Stern, Law Offices of David J. Stern, Professional Title and Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL, and the Company**
4.2	Contribution and Membership Interest Purchase Agreement dated as of January 15, 2010  by and among David J. Stern, Law Offices of David J. Stern, Professional Title and Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL, and the Company
4.3	Form of Registration Rights Agreement among the Company and the founders*
4.4	Private Placement Registration Rights Agreement
4.5	Investor Registration Rights Agreement
4.6	Escrow Agreement
4.7	Employment Agreement of David J. Stern
4.8	2009 Equity Incentive Plan
4.9	FlatWorld Services Agreement
4.10	Consulting Services Agreement
4.11	Form of Warrant Sale Agreement
4.12	Form of Senior Note
4.13	Senior Loan, Security and Pledge Agreement
4.14	Subordination Agreement
4.15	Form of Senior Security Agreements of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.16	Form of Senior Guarantees of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.17	Form of Stern Note
4.18	Loan, Security, and Pledge Agreement
4.19	Form of Security Agreements of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.20	Form of Guarantees of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.21	Amended and Restated Operating Agreement of DAL
4.22	Form of Non-Employee Director Nonqualified Share Option Agreement
4.23	Form of Nonqualified Share Option Agreement
8.1	List of Subsidiaries

*	Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form F-1 or amendments thereto (File No. 333-152623)
**	Incorporated by reference to the registrant’s proxy statement filed under cover of Form 6-K dated December 29, 2009

The Company will furnish, upon request, other long-term debt instruments, under which the total amount of securities authorized does not exceed 10% of the Company’s assets.

- 11 - -

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this shell company report on its behalf.

DJSP ENTERPRISES, INC.
By:	/s/ David J. Stern
	Name:  David J. Stern
	Title: Chief Executive Officer
	Date: January 22, 2010

- 12 - -

EXHIBIT INDEX

Exhibit No.               Description

1.1	Second Amended and Restated Memorandum and Articles of Association of DJSP Enterprises, Inc.
2.4	Form of Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company*
2.5	Form of Underwriter’s Purchase Option*
3.1	Voting Agreement
4.1	Master Acquisition Agreement dated as of December 10, 2009, by and among David J. Stern, Law Offices of David J. Stern, Professional Title and Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL, and the Company**
4.2	Contribution and Membership Interest Purchase Agreement dated as of January 15, 2010  by and among David J. Stern, Law Offices of David J. Stern, Professional Title and Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL, and the Company
4.3	Form of Registration Rights Agreement among  the Company  and the founders*
4.4	Private Placement Registration Rights Agreement
4.5	Investor Registration Rights Agreement
4.6	Escrow Agreement
4.7	Employment Agreement of David J. Stern
4.8	2009 Equity Incentive Plan
4.9	FlatWorld Services Agreement
4.10	Consulting Services Agreement
4.11	Form of Warrant Sale Agreement
4.12	Form of Senior Note
4.13	Senior Loan, Security and Pledge Agreement
4.14	Subordination Agreement
4.15	Form of Senior Security Agreements of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.16	Form of Senior Guarantees of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.17	Form of Stern Note
4.18	Loan, Security, and Pledge Agreement
4.19	Form of Security Agreements of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.20	Form of Guarantees of each of DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing LLC
4.21	Amended and Restated Operating Agreement of DAL
4.22	Form of Non-Employee Director Nonqualified Share Option Agreement
4.23	Form of Nonqualified Share Option Agreement
8.1	List of Subsidiaries

*	Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form F-1 or amendments thereto (File No. 333-152623)
**	Incorporated by reference to the registrant’s proxy statement filed under cover of Form 6-K dated December 29, 2009

The Company will furnish, upon request, other long-term debt instruments, under which the total amount of securities authorized does not exceed 10% of the Company’s assets.

EX-1.1

Exhibit 1.1

BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT

(NO. 16 OF 2004)

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

DJSP ENTERPRISES, INC.

Incorporated the 19th day of February 2008

Amended on 31 July 2008

and on 15 January 2010

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

(the "Act")

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

DJSP Enterprises, Inc.

1   Company Name

1.1   The name of the Company is DJSP Enterprises, Inc..

1.2   The directors or members may from time to time change the Company's name by Resolution of Directors or Resolution of Members.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar.

1.3   A change of name of the Company shall constitute an amendment of the Memorandum and Articles and in the event of a resolution being passed to change the name of the Company, the provisions below in respect of amendments to the Memorandum and Articles must be complied with.

2   Company Limited by Shares, Liability of Members

2.1   The Company is a company limited by shares.

2.2   The liability of each member is limited to:

2.2.1   the amount from time to time unpaid on that member's shares;

2.2.2   any liability expressly provided for in the Memorandum or the Articles; and

2.2.3   any liability to repay a distribution pursuant to section 58(1) of the Act.

3   Registered Office

3.1   The first registered office of the Company will be situated at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

3.2   The directors may from time to time change the Company's registered office by Resolution of Directors, provided that the Company's registered office shall at all times be the office of the registered agent.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of change of registered office, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice.

4   Registered Agent

4.1   The first registered agent of the Company will be Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

4.2   The directors may from time to time change the Company's registered agent by Resolution of Directors.  The directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), for the registered agent to file with the Registrar a notice of change of registered agent, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

4.3   If the existing registered agent does not file such notice on instruction by the directors, the directors shall procure that a notice of change of registered agent is filed with the Registrar by a legal practitioner in the British Virgin Islands acting on behalf of the Company, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

5   General Objects and Powers

5.1   Subject to the following provisions of this Memorandum and Clause 11, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Act or any other law of the British Virgin Islands.

5.2   The Company has no power to:

5.2.1   carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990;

5.2.2   carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed or authorised to do so under the Insurance Act, 1994;

5.2.3   carry on the business of company management unless it is licensed to do so under the Companies Management Act, 1990;

5.2.4   carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands unless it is licensed to do so under the Banks and Trust Companies Act, 1990; or

5.2.5   carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed to do so under the Mutual Funds Act, 1996.

5.3   Without limiting the foregoing, the powers of the Company include the power to do the following:

5.3.1   grant options over unissued shares in the Company and treasury shares;

5.3.2   issue securities that are convertible into shares;

2

5.3.3   issue debt obligations of every kind and grant options, warrants and rights to acquire debt obligations;

5.3.4   guarantee a liability or obligation of any person and secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and

5.3.5   protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the directors, for any person having a direct or indirect interest in the Company.

6   Maximum Number of Authorised Shares

6.1   The Company is authorised to issue a maximum of 65,000,000 shares of the following classes with a par value of US$0.0001 each:

6.1.1   60,000,000 ordinary shares ("Ordinary Shares"), par value $0.0001; and

6.1.2   5,000,000 preferred shares ("Preferred Shares"), 1,666,667 of which shall be designated Series A Preferred Shares, par value $0.0001.

6.2   The members may from time to time by Resolution of Members increase the maximum number of shares the Company is authorised to issue, by amendment to the Memorandum in accordance with the provisions below.

7   Rights Conferred by Shares

7.1   The rights attaching to the various classes and subclasses of shares are as follows:

7.1.1   Ordinary Shares – Each Ordinary Share confers on the holder:

(a)   the right to one vote at a meeting of the members of the Company or on any resolution of the members of the Company;

(b)   the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(c)   subject to the Series A Liquidation Preference set out in Clause 7.1.2 (c), below, the right to an equal share in the distribution of the surplus assets of the Company.

7.1.2   Series A Preferred Shares – Each Series A Preferred Share confers on the holder:

(a)   the right to one vote at a meeting of the members of the Company as if the Series A Preferred shares had been converted into Ordinary Shares;

(b)   the right to convert any Series A Preferred Shares at the option of the holder for Ordinary Shares as follows:

3

(i)    any Conversion shall be exercised pursuant to a notice given by a holder of a Series A Preferred Shares (a “Converting Party”) to the Company that such Converting Party elects to exercise its rights to require the Company to convert the number of Series A Preferred Shares held by the Converting Party as specified in such notice into Ordinary Shares (the “Notice of Conversion”).  The Converting Party shall transfer to the Company such number of Series A Preferred Shares as indicated in the Notice of Conversion.  The Company agrees to issue to the Converting Party a number of Ordinary Shares for each Series A Preferred Share specified in the Notice of Conversion multiplied by the Conversion Factor and register the Converting Party's name in the Company's share register.  The Ordinary Shares shall be issued in the name of the Converting Party as duly authorized and validly issued Ordinary Shares, free of any pledge, lien, encumbrance or restriction, other than restrictions provided in this Memorandum.  The Company will at all times, with respect to the Series A Preferred Shares maintain and keep available, solely for the issuance and delivery upon the conversion of Series A Preferred Shares as provided herein, that number of Ordinary Shares as from time to time shall be issuable upon the conversion of all outstanding Series A Preferred Shares;

(ii)   the Conversion Factor means one (1) provided, however, that if a Share Division occurs, then the Conversion Factor shall be adjusted by multiplying the Conversion Factor in effect immediately prior to such event by a fraction, (a) the numerator of which shall be the number of Ordinary Shares issued and outstanding immediately after such Share Division plus the Ordinary Shares issuable upon the conversion of the Series A Preferred Shares issued and outstanding on the record date of such Share Division, (assuming for such purposes that such Share Division has occurred at such time) and (b) the denominator of which shall be the actual number of Ordinary Shares issued and outstanding on the record date for such Share Division plus the Ordinary Shares issuable upon conversion of the Series A Preferred Shares (determined without the above assumption).  “Share Division” means when the Company (i) declares or pays a dividend on its issued and outstanding Ordinary Shares in Ordinary Shares or makes a distribution to all holders of its issued and outstanding Ordinary Shares in Ordinary Shares, (ii) splits or subdivides its issued and outstanding Ordinary Shares, or (iii) effects a reverse share split or otherwise combines its issued and outstanding Ordinary Shares into a smaller number of Ordinary Shares;

(c)   the right to a preference (the “Series A Liquidation Preference”) over the holders of the Ordinary Shares or any other class of Preferred Shares in the distribution of the surplus assets of the Company in the event of a liquidation (a “Liquidation Event”) in an amount of $15.00 per share and payable at the time of the closing of a Liquidation Event for which there is a closing, such amount subject to proportional adjustment in the case of share splits, recapitalizations, ordinary share dividends, Share Divisions and similar changes in the Company’s capital structure.  For purposes of this Memorandum, a “Liquidation Event” shall include any liquidation or winding up of the Company, merger, or acquisition of the Company as a result of which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation, or the sale of substantially all of the assets of the Company;

4

(d)   the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(e)   other than in connection with a Liquidation Event, the right to an equal share in the distribution of the surplus assets of the Company as if the Series A Preferred Shares had been converted into Ordinary Shares.

7.2   The directors, subject to the Act, by amending this Memorandum and/or the Articles, may determine the designations, powers, preferences and relative, participation, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including without limitation preferences that any of the undesignated Preferred Shares to be issued by the Company confers on the holder.

7.3   The rights attached to any class or subclass (unless otherwise provided by the terms of issue of the shares of that class or subclass), other than the Ordinary Shares, may, whether or not the Company is being wound up, be varied only with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class or subclass of shares which may be affected by such variation.

8   Registered Shares Only

Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares.  Registered shares may not be exchanged for bearer shares or converted to bearer shares.

9   Amendments to the Memorandum and Articles

9.1   Subject to the provisions of the Act, the directors or members may from time to time amend the Memorandum or Articles by Resolution of Directors or Resolution of Members.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of the amendment to the Memorandum or Articles, or a restated memorandum and articles of association incorporating the amendment(s) made, and any such amendment to the Memorandum or Articles will take effect from the date of the registration by the Registrar of the notice of amendment or restated memorandum and articles of association incorporating the amendment(s) made.

9.2   The directors shall not have the power to amend the Memorandum or Articles:

9.2.1   to restrict the rights or powers of the members to amend the Memorandum or Articles;

9.2.2   to change the percentage of members required to pass a resolution to amend the Memorandum or Articles;

9.2.3   in circumstances where the Memorandum or Articles may only be amended by the members; or

9.2.4   to change the number of directors, the classes of directors, the term of office of directors or the manner in which the directors are nominated or appointed.

5

9.3   A change of registered office or registered agent shall not constitute an amendment of the Memorandum or Articles.

9.4   An amendment to the Memorandum or Articles which would have the effect of varying the rights of the holders of a class of shares may only be made in accordance with the provisions of the Memorandum and Articles relating to the variation of class rights.

10   Members Reserved Matters

10.1   Notwithstanding anything in this Memorandum or in the Articles annexed hereto to the contrary, no Members Reserved Matters may be authorised, approved, done, effected or otherwise consummated, agreed to or consented to by the Company, its directors or its members except, if it is (a) proposed at a meeting of the members at which a quorum is present and approved and consented to by the affirmative vote of members holding a majorityof the issued and outstanding Series A Preferred Shares present or represented by proxy at the meeting and who voted and did not abstain; or (b) if it is in the form of a written consent and approved and consented to by members holding a majority of the issued and outstanding Series A Preferred Shares.

10.2   The following matters shall constitute Members Reserved Matters:

10.2.1   authorising and approving any issuance of any shares or series of shares or other securities in the Company unless they are convertible into, exchangeable or exercisable for Ordinary Shares that are not being issued for compensatory purposes;

10.2.2   authorising and approving any issuance of Series A Preferred Shares or warrants or other securities convertible into or exchangeable or exercisable for Series A Preferred Shares, including, but not limited to, share dividends, subdivisions and consolidations;

10.2.3   authorising, issuing or entering into any agreement providing for (i) the issuance (contingent or otherwise) of any equity securities in the Company (or any securities convertible into or exchangeable or exercisable for any equity securities in the Company) with preferences and class rights senior to or on parity with the Series A Preferred Shares;

10.2.4   authorising or approving any amendment to the Company's issued and outstanding warrants;

10.2.5   authorising the grant or award of incentive shares in the Company;

10.2.6   selling, transferring or disposing of the whole or any part of any of the Company's membership interest in DAL Group, LLC;

10.2.7   the establishment of any subsidiary of the Company or the taking of any action as set out in this Clause with respect to any subsidiary;

10.2.8   changing the number of directors, the classes of directors, the terms of office of directors or the manner of nominating or appointing directors;

10.2.9   the issuance of any equity securities in the Company at below Market Price; and

10.2.10   amending Clause 10 or 11 of this Memorandum.

6

“Market Price” on any date shall mean, with respect to any class or series of issued and outstanding Ordinary Shares, the Closing Price for such Ordinary Shares on such date.  The “Closing Price” on any date shall mean the last quoted or reported sales price on The Nasdaq Stock Market or other principal exchange on which the Ordinary Shares are traded, or, if not so quoted or reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use.

11   Company Covenants

11.1   The Company shall devote all of its time and business efforts to the following and shall engage in no other business or conduct any other activities, except as follows:

11.1.1   promoting the business and interests of DAL Group, LLC, including without limitation (i) conducting Capital Transactions in furtherance of the business of the Company, (ii) issuing securities under equity incentive plans (subject to receipt of property of equal value by the Company), and (iii) fulfilling the Company’s obligations under agreements with DAL Group, LLC, as the same may be amended, modified or supplemented;

11.1.2   holding Common Membership Units in DAL Group, LLC (or securities convertible into or exercisable for Common Membership Units) and enforcing, fulfilling and managing the Company’s rights, duties, liabilities and obligations as a Member holding Common Membership Units in DAL Group, LLC (or securities convertible into or exercisable for Common Membership Units);

11.1.3   maintaining the Company’s status as a public reporting company with publicly traded securities, including without limitation (i) preparing public filings and registration statements, (ii) registering securities of the Company for public sale, (iii) arranging for accounting, audit and related services for the Company’s financial statements, (iv) communicating with and providing reports to members, and (v) handling investor and public relations;

11.1.4   prosecuting, enforcing, exploiting, defending, settling, fulfilling and managing the Company’s rights, duties, liabilities and obligations arising in, under or from any of such securities as the Company may issue;

11.1.5   conducting Capital Transactions solely to fund activities of the Company that are not provided for or reimbursed by DAL Group, LLC, provided that such activities constitute activities permitted under this Clause 11, other than under this paragraph 11.1.5;

11.1.6   complying with all Legal Requirements that the Company is or may become subject to; and

11.1.7   doing everything necessary, suitable, convenient or proper for, or in connection with, or incident to, the accomplishment of any of the foregoing activities.

11.2   The Company shall take the following actions:

11.2.1   call the Warrants at the earliest time permitted under the Warrants; or

7

11.2.2   exercise the DAL Group, LLC warrants and options within five (5) business days following the month in which the corresponding warrant or option held by the Company’s warrant or option holders was exercised or, if the amount of proceeds received by the Company from the exercise of such warrants or options exceeds US$1,000,000 in a month, within five (5) Business Days after the proceeds reach this level; and

11.2.3   distribute to its shareholders any distribution received from DAL Group, LLC promptly after receiving such funds, less taxes and other expenses paid or payable by the Company, to its shareholders of record on the date of receipt by the Company of such distribution.

11.3   “Capital Transaction” means (A) any private placement, public offering or other sale or disposition after the Effective Date of Ordinary Shares, or securities convertible into or exchangeable or exercisable for Ordinary Shares (a “Convertible Security”), or the exercise, conversion or exchange of a Convertible Security, including Ordinary Shares or Convertible Securities issued in a merger or other business combination, or (B) the sale of property, incurrence of indebtedness, recapitalization or refinancing, or from any other capital raising transaction not covered by (A).

11.4   “Legal Requirement” means any federal, state, local, municipal, foreign, or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented, or otherwise put into effect by or under any governmental authority.

11.5   “Warrants” means the 11,166,666 warrants issued by the Company in its initial public offering, exercisable at US$5.00 each for one Ordinary Share, expiring on August 11, 2012.

8

We, Maples Finance BVI Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 19th day of February, 2008.

Incorporator

(Sgd.) Clinton Hempel

________________________________

Clinton Hempel

Authorised Signatory

Maples Finance BVI Limited

9

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

DJSP Enterprises, Inc.

1   Interpretation

The following Articles shall constitute the Articles of the Company.  In these Articles, words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all legal entities capable of having a legal existence.

In these Articles, unless there is something in the subject or context inconsistent therewith:

"Act"	means the BVI Business Companies Act, 2004 (as amended)
"Articles"	means these articles of association of the Company.
"Audit Committee"	means, where applicable, the audit committee of the Company formed pursuant to Article 19 hereof, or any successor audit committee.
"Auditor"	means the independent auditor of the Company, which shall be a PCAOB registered accounting firm.
"clearing house"	a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefore) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
"Company"	means the above named company.
"competent regulatory authority"	a competent regulatory authority in the territory where the Shares (or depositary receipts therefore) are listed or quoted on a stock exchange or interdealer quotation system in such territory.

"Designated Stock Exchange"	shall mean either the Over-the-Counter Bulletin Board, the Global Select System, Global System or the Capital Market of the NASDAQ Stock Market, Inc., the American Stock Exchange, or the New York Stock Exchange, provided, however, that until the Shares are listed on any such “Exchange” the rules of any such Designated Stock Exchange shall be inapplicable to these Articles of Association of the Company.
"directors"	means the directors for the time being of the Company.
"Dividend"	includes an interim dividend.
"Exchange Act"	means the United States Securities Exchange Act of 1934, as amended.
"executive office"	means such office of the Company as the directors may from time to time determine to be the principal office of the Company.
"FINRA"	means the Financial Industry Regulatory Authority.
"FINRA Manual"	means the document by that name as published from time to time by FINRA, or any successor organisation thereto, and includes any amendment or supplement to such document.
"FINRA Rules"	means the rules set forth in the FINRA Manual.
"Member"	has the same meaning as in the Act.
"Memorandum"	means the memorandum of association of the Company.
"Register of Members"	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
"Registered Office"	means the registered office for the time being of the Company.
"Seal"	means the common seal of the Company and includes every duplicate seal.
"SEC"	means the United States Securities and Exchange Commission.
“Securities Act”	means the United States Securities Act of 1933, as amended.
"Share"and"Shares"	means a share or shares in the Company and includes a fraction of a share.

2

2   Shares

2.1   Every person whose name is entered as a member in the share register, being the holder of registered shares, shall without payment, be entitled to a certificate signed by a director or under the common seal of the Company with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof, provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

2.2   If a certificate is worn out or lost it may be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require.  Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate.

3   Shares and Variation of Rights

3.1   Subject to the provisions of the Memorandum and these Articles and, where applicable, the rules of the Designated Stock Exchange, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value of the shares being disposed of, and upon such terms and conditions as the directors may determine.

3.2   Subject to the provisions of the Memorandum and the Act in this regard, shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine.  The directors may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the Company on such terms as it may from time to time determine.

3.3   The Company may redeem any share issued by the Company at a premium.

3.4   The rights attached to any class other than Ordinary Shares (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class of shares which may be adversely affected by such variation.

3.5   The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.  Except as otherwise expressly provided in the Memorandum or the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or of the holders of ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions in the Memorandum or these Articles.

3

3.6   Except as required by the Act, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except as provided by these Articles or by the Act) any other rights in respect of any share except any absolute right to the entirety thereof by the registered holder.

4   Transfer of Shares

4.1   Shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee.  The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee.  The instrument of transfer of a registered share shall be sent to the Company for registration. Shares in the Company may be registered through the transfer agent of the Company or through the broker-dealer selected by a share holder as a book-entry position on the books and records of the Company and may be electronically transferred between the transfer agent of the Company and the broker-dealer chosen by the shareholder, through a facility currently administered by The Depository Trust Company.

4.2   Subject to the Memorandum of Association, these Articles and to section 54(5) of the Act, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution.

5 Transmission of Shares

5.1   Subject to sections 52(2) and 53 of the Act, the executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share, save that and only in the event of death, incompetence or bankruptcy of any member or members of the Company as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to:

(a)   a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be), of a deceased member's estate; or

(b)   the appointment of a guardian of an incompetent member; or

(c)   the appointment as trustee of a bankrupt member; or

(d)   upon production of any other reasonable evidence of the applicant's beneficial ownership of, or entitlement to the shares,

to the Company's registered agent in the British Virgin Islands together with (if so requested by the registered agent) a notarised copy of the share certificate(s) of the deceased, incompetent or bankrupt member, an indemnity in favour of the registered agent and appropriate legal advice in respect of any document issued by a foreign court.  The administrator, executor, guardian or trustee in bankruptcy (as the case may be) notwithstanding that their name has not been entered in the share register of the Company, may by written resolution of the applicant, endorsed with written approval by the registered agent, be entered in the share register as the legal and or beneficial owner of the shares.

4

5.2   The production to the Company of any document which is reasonable evidence of:

(a)   a grant of probate of the will, or grant of letters of administration of the estate, or confirmation of the appointment as executor, of a deceased member; or

(b)   the appointment of a guardian of an incompetent member; or

(c)   the trustee of a bankrupt member; or

(d)   the applicant's legal and or beneficial ownership of the shares,

shall be accepted by the Company even if the deceased, incompetent member or bankrupt member is domiciled outside the British Virgin Islands if the document is issued by a foreign court which had competent jurisdiction in the matter.  For the purposes of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice.  The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy.

5.3   Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors.  An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

5.4   Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

5.5   What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

6   Acquisition of Own Shares

Subject to the provisions of the Act in this regard and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the directors may, on behalf of the Company purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares.  The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine.  Shares may be purchased or otherwise acquired in exchange for newly issued shares in the Company.

7   Meetings of Members

7.1   The directors may convene meetings of the members of the Company at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members entitled to exercise at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested.

5

7.2   Seven (7) days’ written notice at the least specifying the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given in the manner hereinafter mentioned to such persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting.

7.3   Notwithstanding Article 7.1, a meeting of members held in contravention of the requirement to give notice is valid if members holding a ninety (90) percent majority of:

(a)   the total voting rights on all the matters to be considered at the meeting; or

(b)   the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

7.4   The inadvertent failure of the directors to give notice of a meeting to a member or the fact that a member has not received the notice shall not invalidate the meeting.

8   Proceedings at Meetings of Members

8.1   No business shall be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business.  A quorum shall consist of the holder or holders present in person or by proxy entitled to exercise at least fifty (50) percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

8.2   If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine.

8.3   When present, the chairman of the Company's board of directors shall act as chairman of the meeting (the "Chairman"), and if not, then the person so designated by the chairman of the Company's board of directors shall act as Chairman.

8.4   The Chairman may, with the consent of the holders of a majority of those voting rights present at the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place and then only in the event that there is a quorum.

8.5   At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded:

6

(a)   by the Chairman;

(b)   any independent director of the Company; or

(c)   by any member present in person or by proxy and holding not less than one tenth of the total voting shares issued by the Company and having the right to vote at the meeting.

8.6   Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutesof the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

8.7   If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meetingat which the poll was demanded.  The demand for a poll may be withdrawn.

8.8   The Chairmanof the meeting shall not be entitled to a second or casting vote.

9   Votes of Members

9.1   At any meeting of members, every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder, whether on a show of hands or on a poll.

9.2   Subject to the Memorandum of Association or these Articles, any action required or permitted to be taken by the members of the Company must be effected by a duly convened and held meeting of the Company and may not be effected by a written consent of the members.

9.3   If a committee is appointed for any member who is of unsound mind, that member may vote by such committee.

9.4   If two or more persons are jointly entitled to a registered share or shares and if more than one of such persons shall vote in person or by proxy at any meeting of members or in accordance with the terms of Article 9.1, the vote of that person whose name appears first among such voting joint holders in the share register shall alone be counted.

9.5   Votes may be given either personally or by proxy.

9.6   The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

9.7   Subject to Article 9.8 below, an instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

9.8   The instrument appointing a proxy shall be in writing under the hand of the appointer unless the appointer is a corporation or other form of legal entity other than one or more individuals holding as joint owner in which case the instrument appointing a proxy shall be in writing under the hand of an individual duly authorised by such corporation or legal entity to execute the same.

7

10   Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

11   Directors

11.1   Subject to any subsequent amendment to change the number of directors, the number of the directors shall be seven.

11.2   The first director or directors shall be appointed by the registered agent of the Company.  Thereafter, the directors shall be appointed:

11.2.1   subject to Article 11.2.2 below, by the members or the directors for such terms as the members or directors may determine;

11.2.2   The directors shall be divided into three classes: Class A, Class B, and Class C. The number of directors in each class shall be as nearly equal as possible.  There shall be two Class A and Class B directors, and three Class C directors.  The two Class A directors shall stand elected for a term expiring at the Company’s first annual general meeting following the adoption of these Second Amended and Restated Articles, the two Class B directors shall stand elected for a term expiring at the Company’s second annual general meeting following the adoption of these Second Amended and Restated Articles, and the three Class C directors shall stand elected for a term expiring at the Company’s third annual general meeting following the adoption of these Second Amended and Restated Articles.  Commencing at the Company's first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. Except as the Act or other applicable law may otherwise require, in the interim between annual general meetings or general meetings called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the board of directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in these Articles), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

11.3   Notwithstanding the provisions of section 114 of the Act, each director holds office until his successor takes office or until his earlier death, resignation or removal by the members as per Article 11.2.

11.4   Subject to Article 11.2 above, a vacancy in the board of directors may be filled by a resolution of members or a resolution passed by the majority of the remaining directors.

8

11.5   A director shall not require a share qualification, but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company.

11.6   The directors or, if the Shares (or depositary receipts therefore) are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by resolution, fix the emolument of directors in respect of services rendered or to be rendered in any capacity to the Company.  The directors may also be paid such travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors, or any committee of the directors or meetings of the members, or in connection with the business of the Company as shall be approved by resolution of the directors.

11.7   Any director who, by request, goes or resides abroad for any purposes of the Company, or who performs services which in the opinion of the Board go beyond the ordinary duties of a director, may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as shall be approved by resolution of the directors, or any committee thereof.

11.8   The Company may pay to a director who at the request of the Company holds any office (including a directorship) in, or renders services to, any company in which the Company may be interested, such remuneration (whether by way of salary, commission, participation in profits or otherwise) in respect of such office or services as shall be approved by resolution of the directors, or any committee thereof.

11.9   The office of director shall be vacated if the director:

(a)   is removed from office by resolution of members; or

(b)   becomes disqualified to act as a director under section 111 of the Act.

11.10   A director may hold any other office or position of profit under the Company (except that of auditor) in conjunction with his office of director, and may act in a professional capacity to the Company on such terms as to remuneration and otherwise as the directors shall arrange.

11.11   A director may be or become a director or officer of, or otherwise be interested in any company promoted by the Company, or in which the Company may be interested, as a member or otherwise, and no such director shall be accountable for any remuneration or other benefits received by him as director or officer or from his interest in such other company.  The directors may also exercise the voting powers conferred by the shares in any other company held or owned by the Company in such manner in all respects as they think fit, including the exercise thereof in favour of any resolutions appointing them, or of their number, directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.  A director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or be about to become, a director or officer of such other company, and as such in any other manner is, or may be, interested in the exercise of such voting rights in the manner aforesaid.

11.12   No director shall be disqualified by his office from contracting with the Company either as a vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way interested be voided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement, by reason of such director holding that office or by reason of the fiduciary relationship thereby established, provided the procedure in Article 11.13 below is followed.

9

11.13   A director of the Company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the board of directors.

11.14   A director of the Company is not required to comply with Article 11.13 above if:

(a)   the transaction or proposed transaction is between the director and the Company; and

(b)   the transaction or proposed transaction is or is to be entered into in the ordinary course of the Company's business and on usual terms and conditions.

11.15   For the purposes of Article 11.13 above, a disclosure to the board to the effect that a director is a member, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction.

11.16   Subject to section 125(1) of the Act, the failure by a director to comply with Article 11.13 does not affect the validity of a transaction entered into by the director or the Company.

12   Officers

12.1   The directors of the Company may, by resolution of directors, appoint officers of the Company at such times as shall be considered necessary or expedient, and such officers may consist of a President, one or more Vice Presidents, a Secretary and a Treasurer and/or such other officers as may from time to time be deemed desirable.  The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the directors thereafter, but in the absence of any specific allocation of duties it shall be the responsibility of the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President, but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the registers, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

12.2   Any person may hold more than one office and no officer need be a director or member of the Company.  The officers shall remain in office until removed from office by the directors, whether or not a successor is appointed.

13   Powers of Directors

13.1   The business of the Company shall be managed by the directors, who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company necessary for managing, and for directing and supervising, the business and affairs of the Company as are not by the Act or by these Articles required to be exercised by the members, subject to any delegation of such powers as may be authorised by these Articles and permitted by the Act.

10

13.2   The board of directors may entrust to and confer upon any director or officer any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.  Subject to the provisions of section 110 of the Act, the directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit.  Any committees so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the directors or the provisions of the Act.

13.3   The directors may from time to time by power of attorney appoint any company, firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as the directors think fit.

13.4   All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, in such manner as the directors shall from time to time by resolution determine.

13.5   The directors may:

(a)   exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party; and

(b)   where the Company is a wholly-owned subsidiary, the directors may, in exercising their powers or performing their duties, act in a manner which the directors believe is in the best interests of the Company's holding company, even though it may not be in the best interests of the Company.

13.6   The continuing directors may act notwithstanding any vacancy in their body, save that if the number of directors shall have been fixed at two or more persons and by reason of vacancies having occurred in the board of directors there shall be only one continuing director, he shall be authorised to act alone only for the purpose of appointing another director.

14   Proceedings of Directors

14.1   The meetings of the board of directors and any committee thereof shall be held at such place or places as the directors shall decide.

14.2   The directors may elect a chairman (the "Chairman of the Board of Directors") of their meeting and determine the period for which he is to hold office.  If no such Chairman of the Board of Directors is elected, or if at any meeting the Chairman of the Board of Directors is not present at the time appointed for holding the meeting, the directors present may choose one of their number to be Chairman of the Board of Directors for the meeting.  If the directors are unable to choose a Chairman of the Board of Directors, for any reason, then the oldest director present at the meeting shall preside as the Chairman of the Board of Directors.

14.3   The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.  Questions arising at any meeting shall be decided by a majority of votes.  A director may at any time summon a meeting of the directors.  If the Company shall have only one director, the provisions hereinafter contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record in writing and sign a note of memorandum of all matters requiring a resolution of the directors.  Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

11

14.4   A director shall be given not less than twenty four (24) hours notice of a meeting of the directors.

14.5   Notwithstanding Article 14.4, a meeting of directors held in contravention of Article 14.4 is valid if all of the directors entitled to vote at the meeting have waived the notice of the meeting in writing, provided that, for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.

14.6   A meeting of the directors is duly constituted for all purposes if at the commencement of the meeting there are present in person not less than a majority of the total number of directors with a minimum of two (2), or in the case of only one director a minimum of one (1).

14.7   If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

14.8   Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board of directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participating by such means shall constitute presence in person at a meeting.

14.9   A resolution approved by all of the directors for the time being entitled to receive notice of a meeting of the directors or of a committee of the directors and taking the form of one or more documents in writing or by telefax or other written or electronic communication shall be as valid and effectual as if it had been passed at a meeting of the directors or of such committee duly convened and held, without the need for any notice.

15   Indemnity

Subject to the provisions of the Act, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company;  or

(b) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

16   Seal

The directors shall provide for the safe custody of the common seal of the Company.  The common seal when affixed to any instrument except as provided in Article 2.1, shall be witnessed by a director or officer of the Company or any other person so authorised from time to time by the directors.  The directors may provide for a facsimile of the common seal and approve the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the common seal has been affixed to such instrument and the same had been signed as hereinbefore described.

12

17   Distributions

17.1   Subject to the provisions of the Act, the directors of the Company may, by resolution, authorise a distribution by the Company at a time, and of an amount, and to any members they think fit if they are satisfied, on reasonable grounds, that the Company will, immediately after the distribution, satisfy the solvency test as stipulated in section 56 of the Act.

17.2   Subject to the rights of the holders of shares entitled to special rights as to distributions, all distributions shall be declared and paid according to the par value of the shares in issue, excluding those shares which are held by the Company as Treasury Shares at the date of declaration of the distribution.

17.3   The directors may, before recommending any distribution, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at their discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit.

17.4   If several persons are registered as joint holders of any share, any of them may give effectual receipt for any distribution or other monies payable on or in respect of the share.

17.5   Notice of any distribution that may have been declared shall be given to each member in manner hereinafter mentioned and all distributions unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Company.

17.6   No distribution shall bear interest against the Company.

18   Company Records

18.1   The Company shall keep records that:

(a) are sufficient to show and explain the Company's transactions; and

(b) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

18.2   The Company shall keep:

(a)           minutes of all meetings of:

(i)           directors,

(ii)           members,

(iii)          committees of directors, and

(iv)          committees of members;

13

(b)          copies of all resolutions consented to by:

(i)           directors,

(ii)           members,

(iii)          committees of directors, and

(iv)          committees of members;

(c) an imprint of the common seal at the registered office of the Company.

18.3   The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a) minutes of meetings and resolutions of members and of classes of members maintained in accordance with Article 18.2; and

(b) minutes of meetings and resolutions of directors and committees of directors maintained in accordance with Article 18.2.

18.4   The Company shall keep the following documents at the office of its registered agent:

(a) the Memorandum of Association and Articles of the Company;

(b) the register of members maintained in accordance with Article 18.7 or a copy of the register of members;

(c) the register of directors maintained in accordance with Article 18.6 or a copy of the register of directors;

(d) copies of all notices and other documents filed by the Company in the previous ten years; and

(e) a copy of the register of charges kept by the Company pursuant to section 162(1) of the Act.

18.5   (a)Where the Company keeps a copy of the register of members or the register of directors at the office of its registered agent, it shall

(i)   within 15 days of any change in the register, notify the registered agent, in writing, of the change; and

(ii)   provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

(b) Where the place at which the original register of members or the original register of directors is changed, the Company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location.

14

18.6   The Company shall keep a register to be known as a register of directors containing the names and addresses of the persons who are directors of the Company, the date on which each person whose name is entered in the register was appointed as a director of the Company, the date on which each person named as a director ceased to be a director of the Company, and such other information as may be prescribed.

18.7   The Company shall maintain an accurate and complete register of members showing the full names and addresses of all persons holding registered shares in the Company, the number of each class and series of registered shares held by such person, the date on which the name of each member was entered in the register of members and where applicable, the date such person ceased to hold any registered shares in the Company.

18.8   The records, documents and registers required by Articles 18.1 to 18.7 inclusive shall be open to the inspection of the directors at all times.

18.9   The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, documents and registers of the Company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any records, documents or registers of the Company except as conferred by the Act or authorised by resolution of the directors.

19   Notices

19.1   Notices shall be in writing and may be given by the Company to any member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such member).  Any notice, if posted from one country to another, is to be sent airmail.

19.2   All notices directed to be given to the members shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the share register, and notice so given shall be sufficient notice to all the holders of such shares.

19.3   Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the next day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier.  Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted.  Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted.  Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

19.4   All notice periods shall be counted from the date the notice is sent, not the date the notice is received.

15

20   Pension and Superannuation Fund

20.1   The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is, or has been at any time, interested, and to the wives, widows, families and dependents of any such persons, and make payments for or towards the insurance of such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.  A director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

21   Winding Up

The Company may be voluntarily liquidated under Part XII of the Act if it has no liabilities and it is able to pay its debts as they become due.  If the Company shall be wound up, the liquidator may divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any such property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members the liquidator also having regard to any contractual arrangement entered into by the members waiving any right they may have to receive distributions upon a liquidation.  The liquidator may vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributors as the liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

22   Amendment to Articles

The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a resolution of the directors or the members, except as otherwise limited by the Memorandum.

16

We, Maples Finance BVI Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 19th day of February 2008.

Incorporator

(Sgd.) Clinton Hempel

_______________________

Clinton Hempel

Authorised Signatory

Maples Finance BVI Limited

17

EX-3.1

Exhibit 3.1

VOTING AGREEMENT

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 “Parties”.

Background

A.    DAL Group, LLC, a limited liability company organized under the laws of the State of Delaware (“DAL”), David J. Stern, DJS, PTA, DSI, FlatWorld and the Company are each parties to that certain Master Acquisition Agreement dated as of  December 10, 2009 (the “Master Agreement”) and that certain Contribution and Membership Interest Purchase Agreement, dated as of January 15, 2010 (the “Contribution Agreement”).

B.     As a condition to Stern, DJS, PTA and DSI’s obligations under the Master Agreement and the Contribution Agreement, Stern and the Principals enter into this Agreement for the purpose of setting forth the terms and conditions pursuant to which Stern and the Principals shall vote their shares in the Company in favor of certain designees to the Company’s Board of Directors.

In consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINED TERMS.  Capitalized terms not defined in this Agreement, shall have the meaning given to them in Master Agreement or the Contribution Agreement.  The following terms shall have the indicated meanings in this Agreement:

1.1“Affiliates” shall mean persons controlled by, controlling or under common control with the specified person and, in the case of an individual, such person’s spouse, children and parents.

1.2“Agreement” shall have the meaning set forth in the Preamble.

1.3“Company” shall have the meaning set forth in Preamble.

1.4“Contribution Agreement” shall have the meaning set forth in Background, Section A.

1.5“DAL” shall have the meaning set forth in Background, Section A.

1

1.6“DJS” shall have the meaning set forth in the Preamble.

1.7“DSI” shall have the meaning set forth in the Preamble.

1.8“Exchangeable Securities” means the DAL Common Units and Series A Preferred Units that are exchangeable for the Company’s Ordinary Shares or Series A Preferred Shares.

1.9“FlatWorld” shall have the meaning set forth in the Preamble.

1.10“DAL Nominee” shall have the meaning set forth in Section 2.2(a).

1.11“Initial Period” shall have the meaning set forth in Section 2.2(a).

1.12“Legend” shall have the meaning set forth in Section 2.5(a).

1.13“Master Agreement” shall have the meaning set forth in Background, Section A.

1.14“M&A” shall have the meaning set forth in Section 2.2(b).

1.15“Nagina” shall have the meaning set forth in the Preamble.

1.16“Ownership Percentage” shall have the meaning set for in Section 2.2(b).

1.17“Parties” shall have the meaning set forth in the Preamble.

1.18“Parties’ Shares” shall have the meaning set forth in Section 2.1.

1.19“Principal Nominees” shall have the meaning set forth in Section 2.2(a).

1.20“Principals” shall have the meaning set forth in the Preamble.  Actions of the Principals shall be taken by vote of such holders holding a majority of the Shares held by the Principals.

1.21“Proxy” shall have the meaning set forth in Section 2.6.

1.22“PTA” shall have the meaning set forth in the Preamble.

1.23“Stern” shall have the meaning set forth in the Preamble.

1.24“Stern Nominees” shall have the meaning set forth in Section 2.2(a).

1.25“Stern Parties” shall have the meaning set forth in Section 2.3.

1.26“Stern Voting Percentage” shall have the meaning set forth in Section 2.3.

1.27“Shares” shall have the meaning set forth in Section 2.1.

1.28“Target Holders” means Stern, DJS, PTA, DSI, FlatWorld, Valenty, Nagina and their Affiliates who are parties to this Agreement.  Actions of the Target Holders shall be taken by vote of such holders holding a majority of the Exchangeable Securities, Ordinary Shares and Series A Preferred Shares held by the Target Holders.

2

1.29“Valenty” shall have the meaning set forth in the Preamble.

2.   VOTING.

2.1Parties’ Shares.  The Parties each agree that all voting shares (“Shares”) of the Company (including but not limited to all Ordinary Shares and Series A Preferred Shares) registered in their respective names or beneficially owned by them as of the date of this Agreement and any and all other Shares legally or beneficially acquired by each of the Parties after the date of this Agreement, including but not limited to, those issuable upon the exercise of any warrants to purchase Shares, Shares issuable upon conversion of any Preferred Shares of the Company, Shares received upon the exercise of any options or Shares issuable in exchange for membership units of DAL, (collectively, the “Parties’ Shares”), shall be subject to this Agreement for so long as they are held by the Party or the Party’s Affiliates.

2.2Election of Directors.

(a)Commencing on the date of this Agreement and ending on the fifth anniversary of the date of this Agreement (the “Initial Period”), on all matters relating to the election of directors of the Company, the Parties (other than the Company) agree to vote all of the Parties’ Shares held by them (or consent pursuant to an action by written consent of the holders of Shares) in favor of (a) four nominees to the Company’s Board of Directors (the “Stern Nominees”) designated by Stern, or, after his death, a person designated in writing by Stern, (b) Juan V. Ruiz to the Company’s Board of Directors (the “DAL Nominee”) and (c) two nominees to the Company’s Board of Directors designated by the Principals (the “Principal Nominees”).  So long as the Company has staggered elections for its Board of Directors, the Stern Nominees shall be one of the nominees for reelection at each of the next two elections of directors and two at the third such election of directors, the DAL Nominee shall be one of the nominees for reelection at the second such election and the Principal Nominees shall be one of the nominee for reelection at each of the next election of directors and the third such election of directors.  The DAL Nominee shall be Juan V. Ruiz, or another person designated by Juan V. Ruiz subject to the approval of Mr. Kerry Propper, which approval shall not be unreasonably withheld.  The Initial Period shall be extended for any period after the initial five-year period during which the Post-Closing Cash (as defined in the Contribution Agreement) remains unpaid.  Two of the Stern Nominees and one of the Principal Nominees must qualify as independent directors as defined under applicable rules of The Nasdaq Stock Market LLC.  If a person is designated by a Party as provided in this Agreement, even if not nominated by the Company, the Parties must vote their shares in favor of such nominee as provided in this Agreement if otherwise properly nominated for election at a meeting of  shareholders of the Company.

(b)The Company is not obligated to nominate any of the Stern Nominees, DAL Nominee or Principal Nominees, except as follows:

(i)After the Exchangeable Securities held by the Target Holders become exchangeable for the Company’s Ordinary Shares and Series A Preferred Shares

3

(the “Exchange Trigger Date”),  at the option of the Target Holders, the Target Holders may require the Company at the time it is selecting nominees to its Board of Directors to nominate persons designated by the Target Holders up to a number of nominees based on their percentage equity ownership interest in the Company (the “Ownership Percentage”).  The Ownership Percentage shall be determined at the Exchange Trigger Date and thereafter by dividing (i) the sum of any Shares held by the Target Holders, plus the number of Shares issuable upon exchange of the Exchangeable Securities held by the Target Holders, by (ii) the sum of the total number of Shares outstanding, and any Shares issuable upon exchange of the Exchangeable Securities.  By way of example, if at the Exchange Trigger Date, the Company’s Ordinary and Series A Preferred Shares outstanding and the Ordinary and Series A Preferred Shares and the Exchangeable Securities owned by the Target Holders remained as they will be immediately following the closing of the transaction, at that time, the Company would nominate three persons to serve on its Board of Directors pursuant to the designation of the Target Holders, calculated as follows:  (i) 4,366,667 (Shares held by or issuable to Target Holders upon exchange of Exchangeable Securities), divided by 15,033,333 (Shares outstanding and Shares issuable upon exchange of Exchangeable Securities), (ii) multiplied by seven (the number of Company directors), and (iii) rounded up to the next whole number of directors (unless such rounding would result in the Target Holders nominating a majority of the members of the Board of Directors, in which case the number of nominees shall be rounded down to the next whole number of directors).  If the Ownership Percentage of the Target Holders decreases after the Exchange Trigger Date, resulting in the number of nominees that they are allowed to designate decreasing, the next time the term of a director who was nominated at the direction of the Target Holders pursuant to this Agreement expires, the Company is not obligated to renominate the director for re-election at the Company’s annual meeting at which he would stand for reelection.  A decrease in the number of nominees that can be designated by the Target Holders shall not result in the removal or required resignation of a director prior to the expiration of his term of office.  The Target Holders’ nominees shall be selected from the persons they designate pursuant to Section 2.2(a).  The Target Holders may designate the class of directors for which its nominees will be nominated.  The Target Holders’ rights under this Section 2.2(b) shall terminate if they do not own at least five (5%) of the outstanding Shares (including for this purpose Shares issuable upon the exchange of Exchangeable Securities).

(ii)After the Exchange Trigger Date, so long as the Principals own at least five (5%) of the outstanding Shares (including for this purpose Shares issuable upon the exchange of Exchangeable Securities), the Principals may require the Company at the time it is selecting nominees to its Board of Directors to nominate one person designated by the Principals, provided that the nominee qualifies as an independent director as defined under applicable rules of The Nasdaq Stock Market LLC.  If the Principals no longer own at least five (5%) percent of the outstanding Shares as set forth above, then, when the term of the director who was nominated at their direction pursuant to this Agreement expires, the Company is not obligated to renominate the director for re-election at the Company’s meeting at which he would stand for reelection.  A decrease in the ownership of the Principals shall not result in the removal or required resignation of their nominee prior to the expiration of his term of office.  The Principals’ nominee shall be selected from the persons they designate pursuant to Section 2.2(a).  The Principals may designate the class of directors for which their nominee will be nominated.

4

(c)In the event that the Company is not permitted under applicable market rules to agree to the nomination of members of the Board of Directors on the basis provided in Section 2.2(b), then, the Parties agree to amend Section 2.2(b) to the extent required to comply with applicable rules of any applicable market on which the Company’s securities are listed or quoted.

(d)During the Initial Period, the Parties (other than the Company) agree to vote all of the Parties’ Shares held by them (or consent pursuant to an action by written consent of the holders of the Shares of the Company) so as (i) to continue staggered elections of the Board of Directors as provided in the Company’s Memorandum and Articles of Association (“M&A”), as in effect on the date of this Agreement, (ii) to maintain the number of members of the Board of Directors at seven (7), and (iii) to continue in effect Regulations 10 and 11 of the M&A (providing for certain restrictive covenants), as in effect on the date of this Agreement.

(e)During the Initial Period, the Parties (other than the Company) agree to vote all of the Parties’ Shares held by them (or consent pursuant to an action by written consent of the holders of the Shares of the Company) to remove any member of the Board of Directors constituting a nominee of a group as set forth in (a) above upon the request of that group and in favor of a replacement for such director designated by the same group.  Except as provided in the prior sentence, the Parties shall not vote to remove any member of the Board of Directors nominated by any Party of which they are not a part.

(f)A Party’s right to designate nominees to the Company’s Board of Directors as provided in Section 2.2(a) shall terminate if such Party (in the case of Stern, aggregating Shares owned by Stern, DJS, PTA and DSI and their transferees bound by this Agreement; and, in the case of the Principals, aggregating the Shares owned by the Principals and their transferees bound by this Agreement) no longer beneficially owns Shares (including for this purpose Shares issuable upon the exchange of Exchangeable Securities) representing at least five (5%) percent of the outstanding Shares (including for this purpose Shares issuable upon the exchange of the Exchangeable Securities).  The DAL Nominee’s right to be nominated for reelection shall terminate if the Shares (including for this purpose Shares issuable upon the exchange of the Exchangeable Securities) owned by Stern, DJS, PTA, DSI and the Principals and their transferees bound by this Agreement represent more than 92% of the outstanding Shares (including for this purpose Shares issuable upon the exchange of the Exchangeable Securities) owned by the parties to this Agreement.

2.3No Liability for Election of Recommended Director.  None of the Parties hereto and no officer, director, stockholder, partner, employee or agent of any Party makes any representation or warranty as to the fitness or competence of the nominee of any Party hereunder to serve on the Board of Directors by virtue of such Party’s execution of this Agreement or by the act of such Party in voting for such nominee pursuant to this Agreement.

2.4Grant of Proxy.  Upon failure of any Party holding Parties’ Shares to vote his/her voting shares in the Company in accordance with the terms of this Voting Agreement, within five (5) days of a written request for such vote, such Party hereby appoints the Party seeking the vote with the full power of substitution and resubstitution, to the full extent of such Party’s rights, with respect to all voting shares in the Company owned by such person for the vote at issue (the “Proxy”).  The Proxy shall only be valid for the vote at issue and shall expire and become invalid immediately after the vote at issue is cast.

5

2.5Specific Performance.  It is agreed and understood that monetary damages would not adequately compensate a Party for the breach of this Agreement by any other Party,  that this Agreement be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

2.6Successors.  The provisions of this Agreement shall be binding upon the successors in interest to any of the Parties’ Shares by will or by the laws of the intestate succession and successors in interest who are Affiliates of a Party.  If a transfer constitutes a transfer to any successor covered by the prior sentence, the Company shall not permit the transfer of any of the Parties’ Shares on its register of members or issue a new certificate representing any of the Parties’ Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement pursuant to which such person becomes a Party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Party.

3.   TERMINATION.

3.1This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

(a)The end of the Initial Period;

(b)The consummation of a transaction or a series of related transactions deemed to be a liquidation, dissolution, or winding up of the Company pursuant to the Company’s M&A;

(c)A merger or other similar transaction in which the Company is not the survivor;

(d)After the Post-Closing Cash has been paid in full, termination of Stern’s employment with the Company and all of its affiliates; and

(e)After the Post-Closing Cash has been paid in full, termination of the services agreement between DJS and the Company, dated January 15, 2010 or any similar replacement agreement between such parties.

4.   MISCELLANEOUS.

4.1Ownership.  Each Party represents and warrants to each other Party that (a) such Party now owns the Parties’ Shares, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof, and (b) such Party has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Party enforceable in accordance with its terms.

6

4.2Governing Law; Venue; Jurisdiction.This Agreement, and all matters arising under or related hereto, shall be governed according to the laws of the British Virgin Islands, without respect to its conflict of law principles.  Each Party hereby consents to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America in the County of Broward for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suits or proceeding relating thereto except in such courts).

4.3Severability.  In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

4.4Successors.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, administrators, executors and other legal representatives.

4.5Additional Shares.  In the event that after the date of this Agreement any Shares or other securities are issued on, or in exchange for, any of the Parties’ Shares by reason of any share dividend, share split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Parties’ Shares, as the case may be, for purposes of this Agreement.

4.6Waiver.  No waivers of any breach of this Agreement extended by any Party hereto to any other Party shall be construed as a waiver of any rights or remedies of any other Party hereto or with respect to any subsequent breach.

4.7Attorney’s Fees.  In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

4.8Notices.  Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

7

If to David J. Stern; DJS, PTA or DSI:	David J. Stern 900 S. Pine Island Road Suite 400 Plantation, FL  33324 Facsimile: (954) 233-8444
If to FlatWorld, Valenty or Nagina:	FlatWorld Capital, LLC 666 Third Avenue, 15th Floor New York, NY 10017 ATTN:  Jeffrey A. Valenty Facsimile: 212-796-4002
If to Chardan:	Chardan 2008 China Acquisition Corp c/o David J. Stern 900 S. Pine Island Road Suite 400 Plantation, FL  33324 Facsimile: (954) 233-8444
If to Principals	To the address set forth under their names

or such other address, or the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (i) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (ii) if by certified or registered mail, on the third business day after the mailing thereof or (iii) if by next-day or overnight courier or delivery, on the date of such delivery.

4.9Entire Agreement.  With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement between the Parties.  Neither Party will be entitled to benefits other than those specified herein.  No prior oral statements or contemporaneous negotiations or understandings or prior written material not specifically incorporated herein will be of any force and effect, and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment as provided herein, such amendment(s) to become effective on the date stipulated in such amendment(s).  No provision of this 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 enforce such waiver, amendment, supplement or modification.  The Parties specifically acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others.

8

4.10Counterparts; Effectiveness.  The Parties may execute this Agreement in separate counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  To the extent signed and delivered by means of a facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), this Agreement shall be treated in all manners and respects and for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person.  None of the undersigned shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that such signature was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the enforceability of this Agreement and each of the undersigned forever waives any such defense.

[SIGNATURES ON FOLLOWING PAGES]

9

The Parties hereto have executed this Voting Agreement as of the date first above written.

_________________________________________________

David J. Stern

Law Offices of David J. Stern, P.A.

By:_______________________________________________

 David J. Stern

 President

Professional Title and Abstract Company of Florida, Inc.

By:_______________________________________________

 David J. Stern

 President

Default Servicing, Inc

By:_______________________________________________

 David J. Stern

 President

FlatWorld DAL, LLC

By:       FORTUNA CAPITAL PARTNERS LP, itsMember

By:       FORTUNA CAPITAL CORP., its GeneralPartner

By:_______________________________________________

Name:   Jeffrey A. Valenty

Title:     President

10

_________________________________________________

Jeffrey Valenty

Nagina Partners LLC

By:      Nagina Engineering Investment Corp.

By:_______________________________________________

 Raj Gupta

 President

Chardan 2008 China Acquisition Corp

By:_______________________________________________

 Kerry Propper

 Chief Executive Officer

PRINCIPALS

Kerry Propper

By: 

Address:_______________________________

     _______________________________

Facsimile:______________________________

Steve Urbach

By: 

Address:______________________________

     _______________________________

Facsimile:______________________________

Jonas Grossman

By:

Address:_______________________________

      _______________________________

Facsimile:_______________________________

11

George Kaufman

By: 

Address:_______________________________

     _______________________________

Facsimile:_______________________________

Todd gold

By:

Address:_______________________________

      _______________________________

Facsimile:_______________________________

Jiangnan Huang

By:  

Address:_______________________________

     _______________________________

Facsimile:______________________________

Royal Holdings

By: 

Name:_________________________________

Title:__________________________________

Address:_______________________________

_______________________________

     _______________________________

Facsimile:______________________________

Dr. Richard D. Propper

By: 

Address:______________________________

______________________________

     _______________________________

Facsimile:_____________________________

12

Paula Beharry

By:  

Address:______________________________

      _______________________________

 _______________________________

Facsimile:_____________________________

Daniel Beharry

By:   

Address:______________________________

      _______________________________

 _______________________________

Facsimile:_____________________________

Li zhang

By: 

Address:______________________________

_______________________________

     _______________________________

Facsimile:_____________________________

Li Ping He (as custodian for Tiffany He)

By: 

Address:______________________________

      _______________________________

     _______________________________

Facsimile:_____________________________

Li Gong

By:  

Address:______________________________

     _______________________________

    _______________________________

Facsimile:_____________________________

13

Dr. Jianjun Shi

By:

Address:______________________________

      _______________________________

     _______________________________

Facsimile:_____________________________

Xiaosong Zhong

By:

Address:______________________________

      _______________________________

      _______________________________

Facsimile:_____________________________

Carman ramirez

By:

 Address:______________________________

      _______________________________

      _______________________________

Facsimile:_____________________________

 Edward Carter

By: 

Address:______________________________

     ________________________________

     _______________________________

Facsimile:_____________________________

Ida Carter

By: 

Address:______________________________

      _______________________________

      _______________________________

Facsimile:_____________________________

14

EX-4.2

Exhibit 4.2

EXECUTION COPY

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”),

DEFAULT SERVICING, INC.

(“DSI”),

RAJ K. GUPTA,

JEFFREY A. VALENTY,

FLATWORLD DAL LLC

(“FLATWORLD”),

FORTUNA CAPITAL PARTNERS LP

(“FORTUNA”),

DJS PROCESSING, LLC,

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC,

DEFAULT SERVICING, LLC

AND

CHARDAN 2008 CHINA ACQUISITION CORP.

(“CHARDAN”)

Table of Contents

		Page
ARTICLE 1	DEFINITIONS	2
1.1	Definitions	2
1.2	Terms Generally; Certain Rules of Construction	9
ARTICLE 2	DAL MEMBERSHIP CONTRIBUTION AND ACQUISITION OF TARGET BUSINESS	10
2.1	Chardan Capital Contribution for DAL Membership Interest	10
2.2	Contribution and Purchase of Target Business	10
2.3	Existing Members Equity	10
2.4	Payment of the Initial Cash and Stern Deferral Note	10
2.5	Payment of the Post-Closing Cash	10
2.6	Equity Issuance	11
2.7	Working Capital Adjustment.	11
2.8	Closing	14
2.9	Endorsements; Additional Documents.	14
2.10	Allocation of the Purchase Price.	15
2.11	FlatWorld Proceeds	15
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF SELLERS, SELLER CONTROLLING PARTY AND NEWLY-FORMED LLCs WITH RESPECT TO SELLER, SELLER ONTROLLING PARTY AND THE NEWLY-FORMED LLCS	15
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND SELLER CONTROLLING PARTY WITH RESPECT TO THE NEWLY-FORMED LLCS	16
ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF BUYER, FLATWORLD, GUPTA AND VALENTY	16
ARTICLE 6	REPRESENTATIONS AND WARRANTIES OF CHARDAN	16
ARTICLE 7	CONDITIONS TO CLOSING AND CLOSING DELIVERIES	16
7.1	Conditions to Obligations of Buyer	16
7.2	Conditions to Obligations of Sellers	19
7.3	Conditions to Obligations of Chardan	21
7.4	Special Condition to Obligations of Buyer	22
ARTICLE 8	RESTRICTIVE COVENANTS	22

i

ARTICLE 9	OTHER COVENANTS AND AGREEMENTS	22
9.1	Sellers	22
9.2	Buyer	22
9.3	Chardan	22
ARTICLE 10	GOVERNING LAW; DISPUTE RESOLUTION.	22
10.1	Governing Law	22
10.2	Consent to Jurisdiction	23
ARTICLE 11	INDEMNITY	23
ARTICLE 12	TERMINATION	23
12.1	Termination of Agreement	23
12.2	Effect of Termination	24
ARTICLE 13	MISCELLANEOUS PROVISIONS	24
13.1	Amendment and Modifications	24
13.2	Waiver of Compliance	24
13.3	Expenses	24
13.4	Further Assurances	25
13.5	No Waiver of Rights	25
13.6	Notices	25
13.7	Assignment	27
13.8	Enforcement	27
13.9	Counterparts	27
13.10	Headings	27
13.11	Entire Agreement	27
13.12	Third Party Beneficiaries	27
13.13	Severability	27
13.14	Specific Performance	28
EXHIBITS
SCHDULES

ii

CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

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 Capital Partners LP, a limited partnership organized under the laws of the State of Delaware (“Fortuna,” and collectively with FlatWorld, the “Existing Members”), DJS Processing, LLC, a limited liability company organized under the laws of the State of Delaware (“DJS LLC”), Professional Title and Abstract Company of Florida, LLC, a limited liability company organized under the laws of the State of Delaware (“PTA LLC”), Default Servicing, LLC, a limited liability company organized under the laws of the State of Delaware (“DSI LLC”), and Chardan 2008 China Acquisition Corp., a corporation organized under the laws of the British Virgin Islands (“Chardan”).  All capitalized terms not defined herein shall have the meanings set forth in the Master Agreement.

W I T N E S S E T H:

WHEREAS, the Buyer proposes to acquire, pursuant to the terms of this Agreement, all of the issued and outstanding membership interests in each of (i) DJS LLC (the “DJS LLC Interests”) from DJS, (ii) PTA LLC (the “PTA LLC Interests”) from PTA, and (iii) DSI LLC (the “DSI LLC Interests”) from DSI, all in accordance with the terms and provisions of this Agreement; and

WHEREAS, affiliates of the Existing Members formed Buyer on March 20, 2007 and, as of the time immediately prior to the consummation of the transactions contemplated by this Agreement, the Existing Members are the sole members of DAL; and

WHEREAS, on December 10, 2009, the parties to this Agreement, along with the Newly-Formed LLCs, entered into the Master Agreement, which provides for the acquisition of the Target Business by Buyer from Sellers, partly by sale thereof by Sellers to Buyer, and partly by contribution thereof by Sellers to Buyer, upon the satisfaction of certain conditions, including the securing of financing for such purpose; and

WHEREAS, Chardan desires to contribute to Buyer pursuant to the terms of this Agreement, in exchange for a majority of the LLC membership interests in Buyer, capital sufficient for Buyer to purchase a portion of the Acquired Interests, which Acquired Interests represent all of the assets, business and operations of the Target Business, from each of DJS, PTA and DSI, respectively, all in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1Definitions.  As used in this Agreement and the Exhibits and Schedules delivered pursuant hereto, and to the extent incorporated in other Transaction Documents, the following definitions shall apply:

“Acquired Interests” means, collectively, the DJS LLC Interests, the PTA LLC Interests, and the DSI LLC Interests.

“Acquisition Proposal” has the meaning set forth in Section 9.7 of the Master Agreement.

“Affiliate” means, as to any Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.  With respect to any natural person, the term Affiliate shall also include any member of said person’s immediate family, any family limited partnership or similar entity for said person and any trust, voting or otherwise, of which said person is a trustee or of which said person or any of said person’s immediate family is a beneficiary.  With respect to any trust, the term Affiliate shall also include any beneficiary or trustee of such trust.  For purposes of the foregoing, the term “control” and variations thereof means the possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the recitals.

“Assumed Liabilities” has the meaning set forth in the Master Agreement.

“Business Day” means any day other than a Saturday, Sunday or legal holiday in connection with which banks in New York, New York are authorized or permitted to close.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Indebtedness” means all payment obligations (including obligations under capitalized leases) of Buyer to any bank, insurance company, finance company or other institutional lender or other Person for money borrowed and obligations evidenced by the Deferral Notes; provided, however, that Buyer Indebtedness shall not include trade payables and accruals, Post-Closing Cash, the Chardan Capital Fee or the FlatWorld Warrant Proceeds.

“Buyer Material Adverse Change” has the meaning set forth in the definition of DAL Material Adverse Change in the Master Agreement.

“Chardan Initial Capital Contribution” has the meaning set forth in the Master Agreement.

2

“Chardan Capital Fee” means $2,000,000.

“Chardan Deferral Note” means a promissory note in the principal amount of $250,000, in the form attached hereto as Exhibit A., and the Subsidiaries Guaranties thereof.

“Chardan Material Adverse Change” has the meaning set forth in the Master Agreement.

“Chardan Private Placement Shares” has the meaning set forth in the Master Agreement.

“Chardan Services Agreement” means the Chardan Services Agreement dated the date hereof, between Chardan Capital, LLC and DAL, in the form attached hereto as Exhibit B.

“Chardan Warrant Cash” has the meaning set forth in the Master Agreement.

“Chardan Warrants” has the meaning set forth in the Master Agreement.

“Claims” means any and all notices, claims, demands, Legal Proceedings, deficiencies Orders, and Losses assessed or sustained, including the defense or settlement of any such Claim and the enforcement of all rights to indemnification under this Agreement.

“Closing Date” means the date that is no more than three (3) Business Days following the satisfaction or waiver of the conditions set forth in Article 7.

“Closing” means the consummation of the transactions contemplated by this Agreement in accordance herewith, which shall be deemed to occur as of 11:59 p.m.on the day of the Closing Date.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Common Interest” means the Common Membership Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Consent” means any consent, authorization or approval.

“Contributed Asset” means any asset contributed by Sellers to the Newly-Formed LLCs, pursuant to a Contribution Agreement, or otherwise.

“Contribution Agreements” has the meaning set forth in the Master Agreement.

“Contract” means any contract, agreement, commitment, arrangement or understanding (whether written or oral, whether formal or informal).

“Conveyance Documents” has the meaning provided for in Section 2.9(b).

“DAL” has the meaning set forth in the Preamble.

3

“DAL Acquisition Debt” means $15,188,735.97 in financing arranged for by DAL to partially fund the purchase of the Target Business.

“DAL Chardan Equity” means (a) 10,663,866 Common Interests in Buyer, plus (b) 11,166,666 DAL Warrants of Buyer, plus (c) DAL Warrants of Buyer entitling the holder thereof to Common Interests in Buyer upon the exercise of each Underwriter Option of Chardan, plus (d) a number of Common Interests in Buyer equal to the number of Chardan Private Placement Shares issued by Chardan on or before Closing; provided, however, if Chardan does not make the full Chardan Initial Capital Contribution to Buyer because a portion of Chardan’s stockholders elect to have their stock redeemed, then the number of Common Interests in Buyer will be reduced by an amount equal to the number of shares of Chardan Common Stock so redeemed.

“DAL Expenses” has the meaning set forth in Section 13.3.

“DAL Operating Agreement”has the meaning set forth in the Master Agreement.

“DAL Stern Equity” has the meaning set forth in Exhibit C to this Agreement.

“DAL Warrants” means the Warrants issued by DAL to Chardan as part of the Equity Consideration, each exercisable into one Common Interest, at a price of $5.00, upon the exercise of each Chardan Warrant, or entitling the holder thereof to Common Interests of DAL upon the exercise of the Underwriter Options issued by Chardan to each underwriter of Chardan’s initial public offering.

“Deferral Notes” means the Stern Deferral Note, the Rodman Deferral Note, the Underwriters’ Deferral Note and the Chardan Deferral Note.

“DJS LLC Interests” has the meaning set forth in the Recitals.

“DJS” has the meaning set forth in the Preamble.

“DSI LLC Interests” has the meaning set forth in the Recitals.

“DSI” has the meaning set forth in the Preamble.

“EBITDA” means earnings before interest, taxes, depreciation and amortization, as determined in accordance with U.S. GAAP, consistently applied by the Buyer in a manner consistent with the Audited Financials.

“Employment Agreement” has the meaning set forth in the Master Agreement.

“Equity Consideration” means the DAL Chardan Equity, the DAL Stern Equity and the Existing Members Equity.

“Escrow Agent” means US Bank and Trust Company.

“Escrow Agreement” has the meaning set forth in the Master Agreement.

4

“Escrowed Equity” means the Series A Preferred Interests of DJS, PTA and DSI with an aggregate value as of the Closing of $15,000,000 deposited with the Escrow Agent pursuant to the Escrow Agreement and Section 11 of the Master Agreement.

“Existing Members” has the meaning set forth in the Preamble.

“Existing Members Equity” means (a) 1,500,000 Common Interests in Buyer, plus (b) 153,334 Series B1 Preferred Interests in Buyer, plus (c) 153,334 Series B2 Preferred Interests in Buyer, plus (d) 153,333 Series B3 Preferred Interests in Buyer, plus (e) 153,333 Series B4 Preferred Interests in Buyer, plus (f) 153,333 Series B5 Preferred Interests in Buyer.

“Facilities Sharing Agreement” has the meaning set forth in the Master Agreement.

“FlatWorld Additional Warrant Proceeds” means $1,000,000 payable to FlatWorld as provided in Section 2.5.

“FlatWorld Closing Proceeds” means $1,000,000 payable to FlatWorld at Closing in cash, in accordance with Section 13.3.

“FlatWorld Services Agreement” means the FlatWorld Services Agreement dated the date hereof, between FlatWorld and DAL, in the form attached hereto as Exhibit D.

“FlatWorld Warrant Proceeds” means $2,000,000 payable as provided in Section 2.5 to FlatWorld.

“Governmental Entity” has the meaning set forth in the Master Agreement.

“Indebtedness” has the meaning set forth in the Master Agreement.

“Initial Cash” has the meaning set forth in the Master Agreement.

“Law” has the meaning set forth in the Master Agreement.

“Lease Agreements” has the meaning set forth in the Master Agreement.

“Legal Proceedings” has the meaning set forth in the Master Agreement.

“Losses” has the meaning set forth in the Master Agreement.

“Letter Agreements” has the meaning set forth in the Master Agreement.

“Master Agreement” means the Master Acquisition Agreement dated December 10, 2009 among Buyer, DJS, PTA, DSI, DJS LLC, PTA LLC, DSI LLC, Valenty, Gupta, FlatWorld, Fortuna and Chardan in connection with the acquisition of the DJS LLC Interests, PTA LLC Interests and the DSI LLC Interests from the respective Sellers.

“Material Adverse Change” has the meaning set forth in the Master Agreement.

“Material Adverse Effect” has the meaning set forth in the Master Agreement.

5

“M&A” has the meaning set forth in Section 7.3(a).

“Measurement Period” means each calendar month beginning after the Closing Date.

“Net EBITDA” means the sum of EBITDA for the Measurement Period (which EBITDA number shall already have deducted from it all Taxes (and only such Taxes) of the type that are not described in (b) below), minus, to the extent not already subtracted in calculating EBITDA for the Measurement Period, (a) debt service on Buyer Indebtedness, (b) income, gross receipts and other similar Taxes paid in cash during the Measurement Period by Buyer, including Tax distributions under Section 5.4 of the DAL Operating Agreement, (c) capital expenditures paid in cash during the Measurement Period by Buyer, (d) increases in working capital (excluding cash and cash equivalents) for the Measurement Period, and (e) payments of the FlatWorld Additional Warrant Proceeds during the Measurement Period, plus (f) decreases in working capital (excluding cash and cash equivalents) for the Measurement Period, in each case, as determined in accordance with GAAP, consistently applied by the Buyer in a manner consistent with the Audited Financials, multiplied by 90 percent (.90).

“Newly-Formed LLC” has the meaning set forth in the Master Agreement.

“Newly-Formed LLC Plans” has the meaning set forth in the Master Agreement.

“Order” means any decree, injunction, judgment, order, award, ruling, assessment or writ by a court, administrative agency, other Governmental Entity, arbitrator or arbitration panel

“Permits” means any material license, franchise, permit, order or approval or other similar authorization affecting, or relating in any way to, the Target Business as conducted by any Seller, together with the name of the Governmental Entity issuing the same.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, trust, estate, unincorporated organization or Governmental Entity.

“Post-Closing Cash” means $35,000,000.

“Pre-Closing Period” means any period that ends on or before the Closing Date or, with respect to a period that includes but does not end on the Closing Date, the portion of such period through and including the day of the Closing Date.

“PTA LLC Interests” has the meaning set forth in the Recitals.

“PTA” has the meaning set forth in the Preamble.

“Registration Rights Agreement” has the meaning set forth in the Master Agreement.

“Restricted Period” means (1) with respect to any Seller and the Seller Controlling Party under this Agreement, the time period commencing on the Closing Date and ending on the date that is the fifth (5th) anniversary of the day of the Closing Date; and (2) with respect to the Seller Controlling Party, in connection with that certain Confidentiality and Noncompetition Agreement, dated as of the date hereof, executed by Seller Controlling Party (the “Stern NDA”), the “Restrictive Period” provided for therein, or the period provided for in (1) above, whichever is longer.

6

“Restrictions” means all liens, pledges, encumbrances, security interests, Taxes, voting trusts, options, warrants, calls and rights of first refusal, other than those set forth in the DAL Operating Agreement.

“Restrictive Covenants” means Sections 4, 5, 6(a)-(b) and 7 of the Stern NDA.

“Rodman Deferral Note” means a promissory note in the principal amount of $500,000, in the form attached hereto as Exhibit E, and the Subsidiaries Guaranties thereof.

“Seller” has the meaning set forth in the Preamble.

“Seller Controlling Party” means David J. Stern.

“Series A Preferred Interest” means the Series A Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Series B1 Preferred Interest” means the Series B1 Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Series B2 Preferred Interest” means the Series B2 Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Series B3 Preferred Interest” means the Series B3 Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Series B4 Preferred Interest” means the Series B4 Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Series B5 Preferred Interest” means the Series B5 Preferred Interests of Buyer, issued pursuant to the DAL Operating Agreement.

“Services Agreement” has the meaning set forth in the Master Agreement.

“Stern Deferral Note” means a promissory note in the principal amount equal to $110,969,080, plus (i) the expenses incurred in connection with the Transactions and the DAL Acquisition Debt paid or reimbursed by Buyer at Closing, (ii) amounts due to Bank of America, N.A. at Closing under DJS’ line of credit with Bank of America, N.A., (iii) the amount of Seller’s outstanding letters of credit at Closing, and (iv) the minimum availability requirement under the DAL Acquisition Debt, if any, minus (v) the principal amount of the DAL Acquisition Debt outstanding at Closing, including the amount of letters of credit issued under the DAL Acquisition Debt at Closing, and (vi) the Chardan Initial Capital Contribution, issued by the Buyer to the Sellers on the terms set forth in Exhibit F.

“Stern NDA” has the meaning set forth in the definition of “Restricted Period”.

7

“Stern Participants” has the meaning set forth in the Master Agreement.

“Subsidiaries Guaranties” means guaranties of the applicable obligation, in the form attached hereto as Exhibit G, provided by the Newly-Formed LLCs.

“Target Business” means, collectively, (a) the non-legal residential mortgage foreclosure processing business, and related service operations, of DJS LLC, (b) all of the business, assets and operations of PTA LLC, and (c) all of the business, assets and operations of DSI LLC.

“Target Cash Balance” means $400,000.

“Tax” or “Taxes” means all federal, state, local and foreign taxes, charges, fees, levies, deficiencies or other assessments of whatever kind or nature imposed by any Governmental Entity (including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, unemployment, excise, estimated, severance, stamp, occupation, real property, personal property, intangible property, occupancy, recording, minimum, environmental and windfall profits taxes), including any liability therefore as a result of Treasury Regulation Section 1.1502-6 or any similar provision of applicable Law, or as a result of any Tax sharing or similar agreement, by reason of being a successor-in-interest or transferee of another entity, together with any interest, penalties and additions to tax or imposed thereon.

“Tax Proceeding” means an audit, examination, investigation, or Legal Proceeding relating to any Tax of any Seller or Newly-Formed LLC.

“Tax Return” includes any return (including any informational return), declaration, report, Claim for refund or credit, information return or statement, and any amendment thereto, including any consolidated, combined, unitary or separate return or other document (including any related or supporting information or schedule), filed or required to be filed with any Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or the administration of any Laws, regulations or administrative requirements relating to Taxes.

“Third Party” means any Person other than any Seller, any Newly-Formed LLC or the Seller Controlling Party.

“Transaction” or “Transactions” have the meanings set forth in the Master Agreement.

“Transaction Documents” has the meaning set forth in the Master Agreement.

“Trust Account” means the trust account established upon the closing of Chardan’s initial public offering in the amount of $54,300,000 representing certain proceeds received from such offering and from a private placement consummated immediately prior to the closing of the initial public offering.

“Underwriter Options” means the options issued by Chardan to its underwriters as a portion of the consideration paid to them in connection with Chardan’s initial public offering, each Underwriter Option giving the holder the right to purchase for $8.80 a unit of Chardan’s securities consisting of one Chardan ordinary share and a warrant to purchase an additional Chardan ordinary share for $5.00.

8

“Underwriters’ Deferral Note” means a promissory note in the principal amount of $1,100,000 in the form attached hereto as Exhibit H, and the Subsidiaries Guaranties thereof.

“US GAAP” means generally accepted accounting principles, as applied in the United States.

“US GAAS” means generally accepted auditing standards, as applied in the United States.

“Voting Agreement” has the meaning set forth in the Master Agreement.

“Warrant Sale Agreement” means that certain Warrant Sale Agreement, among Chardan, the Stern Participants and other parties, in the form attached hereto as Exhibit I.

“Working Capital Adjustment” means the Working Capital Adjustment provided for in Section 2.7.

1.2Terms Generally; Certain Rules of Construction.  Definitions in this Agreement and the other Transaction Documents shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  All references in this Agreement to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement, except as otherwise provided.  Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to the organizational or constituent documents of any Person, to any Contract, instrument or document or to any Law or any specific section or other provision thereof, shall be deemed a reference to the foregoing as amended and supplemented through such time (and, in the case of organizational or constituent documents of any Person, to the form of such documents used in the jurisdiction of the Person’s organization,  and in the case of a Law or specific section or other provision thereof, to any successor of such Law, section or other provision).  Any reference in this Agreement to a “day” (without the explicit qualification of Business Day) shall be interpreted as a reference to a calendar day.  If any action is to be taken or is required to be given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be considered timely if it is taken or given on or before the next Business Day.  Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision using a defined term which is based on a specified relationship between one Person and one or more other Persons shall, as of any time, refer only to such Persons who have the specified relationship as of that particular time.  Expressions, in any form, regarding the “knowledge of” any Seller or Newly-Formed LLC with regard to any matter refer to either the actual knowledge of David J. Stern, Shameeza Ishahak, Cheryl Samons (DJS and PTA only) and Carol Whitlow (PTA only).

9

ARTICLE 2

DAL MEMBERSHIP CONTRIBUTION AND ACQUISITION OF TARGET BUSINESS

2.1Chardan Capital Contribution for DAL Membership Interest.  Upon the terms and subject to the conditions of this Agreement, at the Closing, Chardan shall contribute the Chardan Initial Capital Contribution to the capital of Buyer, in exchange for the DAL Chardan Equity.

2.2Contribution and Purchase of Target Business.  Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall acquire from Sellers and Sellers shall each contribute in part and sell in part and shall, in whole, convey, transfer, assign and deliver to Buyer, free and clear of all Restrictions, all right, title and interest of each Seller in, to and under the DJS LLC Interests, the PTA LLC Interests, and the DSI LLC Interests, as applicable, as more specifically set forth in Schedule 2.2, in exchange for (i) the Initial Cash, the Stern Deferral Note, the right to receive the Post-Closing Cash, and Buyer’s assumption of the Assumed Liabilities, and (ii) the DAL Stern Equity.

2.3Existing Members Equity.  Upon the terms and subject to the conditions of this Agreement, in connection with the Closing, the Existing Members’ existing membership interests in DAL shall be restated to reflect the Existing Members Equity, free and clear of all Restrictions.

2.4Payment of the Initial Cash and Stern Deferral Note.  Upon satisfaction or waiver of all conditions precedent contained in this Agreement, on the Closing Date, the Buyer shall pay to the Sellers, the Initial Cash and deliver to the Sellers the Stern Deferral Note.  The Initial Cash shall be payable by wire transfer in immediately available funds, and shall be directed by the Buyer to the respective accounts identified by Sellers.

2.5Payment of the Post-Closing Cash.  Chardan shall use any net cash proceeds paid to it from the exercise of the Chardan Warrants to exercise DAL Warrants within 30 days following Chardan’s receipt of the same.  To the extent such net cash proceeds are received prior to the Closing, Chardan shall use the same to exercise DAL Warrants at Closing.  The Buyer shall pay 89.74% of the Chardan Warrant Cash to Sellers as Post-Closing Cash, as more specifically set forth in Schedule 2.5, 5.13% of the Chardan Warrant Cash to FlatWorld in respect of the FlatWorld Warrant Proceeds and 5.13% of the Chardan Warrant Cash to Chardan Capital, LLC in respect of the Chardan Capital Fee.  The Post-Closing Cash shall be paid to Sellers in full no later than the fifth (5th) anniversary of the Closing Date.  The payment of the Post-Closing Cash shall be guaranteed by the Newly-Formed LLCs and secured by all of the assets of Buyer and the Newly-Formed LLCs, in a form reasonably acceptable to the Sellers.  If the Post-Closing Cash has not been paid in full on the six-month “anniversary” of the Closing Date, then Sellers will be entitled to be paid (a) the remainder of the Post-Closing Cash due them from both the Chardan Warrant Cash (as provided above) and, except to the extent otherwise restricted by the DAL Acquisition Debt, for each Measurement Period ending after such six-month anniversary, payable within thirty (30) days following the end of the Measurement Period, 89.74% of the Net EBITDA of Buyer (provided, however, that the amount of Post-Closing Cash paid shall not in any event exceed $35,000,000, exclusive of any late fees), until the Post-Closing

10

Cash shall be paid in full, and (b) a monthly late fee of (1) .25% of the unpaid Post-Closing Cash as of the last day of each month, beginning after the six-month “anniversary” of the Closing and ending on the eighteen-month “anniversary” of the Closing, and (2) .67% of the unpaid Post-Closing Cash for each month thereafter, added to the amount of unpaid Post-Closing Cash on the last day of each month, until the Post-Closing Cash is paid in full.  Each of FlatWorld and Chardan Capital, LLC will be entitled to 5.13% of the Net EBITDA of Buyer until the FlatWorld Warrant Proceeds and the Chardan Capital Fee, respectively, are paid in full.  In the event that the Post-Closing Cash is paid in full prior to the payment in full of the FlatWorld Warrant Proceeds and the Chardan Capital Fee, then FlatWorld and Chardan Capital, LLC will each thereafter be entitled to receive 50% of the Chardan Warrant Cash and Net EBITDA of Buyer, payable as described above, until the FlatWorld Warrant Proceeds and the Chardan Capital Fee are paid in full.  The Buyer shall pay 100% of the Chardan Warrant Cash (after payment in full of the Post-Closing Cash, the FlatWorld Warrant Proceeds and the Chardan Capital Fee), to FlatWorld in respect of the FlatWorld Additional Warrant Proceeds.  The FlatWorld Additional Warrant Proceeds shall be paid to FlatWorld in full by the earlier to occur of (a) the one year anniversary of the indefeasible repayment in full of the Stern Deferral Note and (b) January 15, 2012.  Commencing on the Closing, a finance charge of 5% per annum (calculated on the basis of the actual number of days elapsed over a year of 365 days and compounded annually) of the unpaid FlatWorld Additional Warrant Proceeds balance (the “Finance Charge”) shall be added to the outstanding unpaid FlatWorld Additional Warrant Proceeds balance until such unpaid balance is paid in full under the terms hereof.  If any amounts due to FlatWorld are not paid within three (3) days following the date upon which any such payment was due, the Finance Charge will increase to 8% per annum.  The Finance Charge shall be payable by Buyer quarterly, in arrears, commencing on April 1, 2010, on each July 1st, October 1st, January 1st, and April 1st thereafter (or if such day is not a business day, on the first business day immediately following such day), unless previously paid from the Chardan Warrant Cash.  If the FlatWorld Additional Warrant Proceeds have not been paid in full by the date on which the Stern Deferral Note shall have been indefeasibly repaid in full (the “Trigger Date”), then FlatWorld will be entitled to be paid the remainder of the unpaid FlatWorld Additional Warrant Proceeds due to FlatWorld from both the Chardan Warrant Cash (as provided above) and from the cash flow of Buyer (as provided below in the next sentence), until the FlatWorld Additional Warrant Proceeds shall be paid in full.  On the first business day of each calendar month following the Trigger Date, Buyer shall pay an amount to FlatWorld in respect of the FlatWorld Additional Warrant Proceeds equal to (A) the remaining unpaid FlatWorld Additional Warrant Proceeds as of the Trigger Date, divided by (B) twelve (12), with all remaining FlatWorld Additional Warrant Proceeds paid in full by the end of the twenty-fourth (24th) month following the Closing Date.

2.6Equity Issuance.  The DAL Stern Equity and the DAL Chardan Equity shall be issued at the Closing by Buyer to Sellers and Chardan, respectively, free and clear of all Restrictions, other than those contained in the DAL Operating Agreement, this Agreement and the Master Agreement.

2.7Working Capital Adjustment.

(a)Closing Balance Sheet.  As promptly as practicable following the Closing Date (but in no event later than thirty (30) Business Days after the Closing Date), Buyer shall prepare, and cause McGladrey & Pullen, LLP, the accountants of Buyer (the “Buyer’s Accountants”) to certify, a combined balance sheet of the Newly-Formed LLCs (the “Closing Balance Sheet”) which shall fairly present the financial position of Newly-Formed LLCs as of the Closing Date.

11

(b)Final Working Capital Statement. In addition, the Buyer’s Accountant shall certify a working capital statement (the “Final Working Capital Statement”) setting forth the computation of the final working capital amount derived therefrom as of the Closing Date (the “Final Working Capital”), which statement shall be prepared in accordance with US GAAP as applied in preparing the Audited Financials and in a manner consistent with the past practices of the Sellers, except that no effect shall be given to any purchase accounting or other similar adjustments resulting from the consummation of the transactions contemplated in this Agreement or any other Transaction Document.

(c)Seller’s Access to Business Records and Auditor Work Papers.  During and after the preparation of the Final Working Capital Statement until the Final Determination Date, Buyer shall provide the Sellers and their advisors, at the Sellers’ request, with timely access to the records of Buyer relating to the Target Business, Buyer’s Accountants and the work papers, trial balances and all similar materials used in connection with the preparation of the Final Working Capital Statement.

(d)Consistency in Seller’s Accounting during Closing Audits.  Buyer agrees, solely with respect to the calculation of the Working Capital Adjustment, and without restricting in any manner whatsoever Buyer’s right to take any such action that would not affect such calculation, that following the Closing, Buyer will not take any actions with respect to the accounting books, records, policies and procedures of Newly-Formed LLCs on which the Closing Balance Sheet and the Final Working Capital Statement are to be based that are not consistent with those applied in preparing the Audited Financials.

(e)Buyer’s Notice of Adjustment.  Within five days of receipt of the Closing Balance Sheet and the Final Working Capital Statement, Buyer shall promptly deliver a notice to the Seller (the “Buyer’s Notice of Adjustment”) setting forth its proposed adjustment, if any, of the Stern Deferral Note as contemplated in Section 2.4, along with a copy of the Closing Balance Sheet and Final Working Capital Statement.  Seller’s response to the Buyer’s Notice of Adjustment is detailed in subsection (g) below.

(f)Calculation of Working Capital Adjustment.  Upon final determination of the Closing Balance Sheet and the Final Working Capital in accordance with this Article 2, the following amounts (the “Working Capital Adjustment”) will be payable:

(i)if the Final Working Capital exceeds $14,300,000, the amount of such excess shall be added to the principal balance of the Stern Deferral Note;

(ii)if the Final Working Capital is less than $13,000,000, the amount of such deficiency shall be treated as a principal payment by Buyer on the Stern Deferral Note; and

(iii)if the Final Working Capital falls between $13,000,000 and $14,300,000, no adjustment shall be made to the Stern Deferral Note.

12

(g)Seller’s Review of Buyer’s Notice of Adjustment.

(i)Following receipt of Buyer’s Notice of Adjustment, Sellers will be afforded a period of thirty (30) Business Days (the “First 30-Day Period”) to review Buyer’s Notice of Adjustment.  At or before the end of the First 30-Day Period, Sellers will either:

(A)accept the Final Working Capital (as set forth in Buyer’s Notice of Adjustment) in its entirety, in which case the Final Working Capital will be as set forth in Buyer’s Notice of Adjustment, or

(B)deliver to Buyer a written notice (the “Objection Notice”) containing a written explanation of those items in the Final Working Capital Statement (as set forth in Buyer’s Notice of Adjustment) which Sellers dispute, in which case the items identified by Sellers shall be deemed to be in dispute.

(ii)The failure by Sellers to deliver the Objection Notice within the First 30-Day Period shall constitute Sellers’ acceptance of the Final Working Capital Statement and the Final Working Capital as set forth in Buyer’s Notice of Adjustment.

(iii)If Sellers deliver the Objection Notice in a timely manner, then, within a further period of ten (10) Business Days from the end of the First 30-Day Period, the parties, and, if desired, their respective accountants, will attempt to resolve in good faith any disputed items (“Disputed Items”) and reach a written agreement (the “Settlement Agreement”) with respect thereto.

(iv)Failing such resolution, then unresolved disputed items will be referred for final binding resolution to Johnson & Lambert (the “Arbitrating Accountants”), the fees and expenses of which shall be borne by the party whose position is not supported by the Arbitrating Accountants.  The Final Working Capital will be deemed to be as determined by the Arbitrating Accountants.  Such determination (the “Accountants’ Determination”) shall be:

(A)in writing,

(B)furnished to Sellers and Buyer as soon as practicable after the unresolved Disputed Items have been referred to the Arbitrating Accountants, but in no event more than ninety (90) days after delivery of the Buyers Notice of Adjustment to Sellers.

(C)made in accordance with US GAAP as applied in preparing the Audited Financials and in a manner consistent with the past practices of the Sellers,

(D)related only to the unresolved Disputed Items and not as to any other items, and

(E)non-appealable and incontestable by Sellers, Buyer or any of their respective Affiliates and not subject to collateral attack for any reason.

(v)For purposes of this Section 2.7, the “Final Determination Date” shall mean the earliest to occur of:

13

(A)the 30th Business Day following the receipt by Sellers of Buyer’s Notice of Adjustment if Sellers shall have failed to deliver the Objection Notice to Buyer within the First 30-Day Period,

(B)the date on which either of the Sellers or Buyer gives the other a written notice to the effect that such party has no objection to the other party’s determination of the Final Working Capital,

(C)the date on which Sellers and Buyer execute and deliver a Settlement Agreement, or

(D)the date as of which Sellers and Buyer shall have received the Accountants’ Determination.

(h)Control of Decisions By Buyer Under This Section 2.7.  The parties hereto hereby agree that all decisions of Buyer under this Section 2.7 shall be controlled by Kerry Propper.

2.8Closing.  The Closing of the transactions contemplated by this Agreement shall occur electronically via email or facsimile on the Closing Date; provided that, if the parties mutually agree to a physical closing or it is required by the lender, if any, providing the DAL Acquisition Debt, then the Closing shall occur at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 on the Closing Date.

2.9Endorsements; Additional Documents.

(a)Right of Endorsement.  From and after the Closing Date, Buyer shall have the absolute and unconditional right and authority to endorse, without recourse, the name of any Seller or Seller Controlling Party on any check or other form of payment received by Buyer on account of the Target Business conducted by DJS LLC, PTA LLC or DSI LLC.  In connection therewith, each Seller shall deliver to Buyer at the Closing copies of the resolutions duly adopted by its manager, managing Member, Board of Directors or Board of Managers, as applicable, certified by such Seller’s Secretary or other appropriate officer, and a letter of instruction executed by such Seller’s President and the Secretary, or other appropriate officer, sufficient to permit Buyer and the Target Business to deposit such payments, so endorsed, in bank accounts in the name of Buyer and/or the Target Business.

(b)Additional Documents.  At the Closing, Sellers, each Newly-Formed LLC, and Seller Controlling Party shall deliver to Buyer such endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the “Conveyance Documents”) as Buyer and Chardan, and their counsel, shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Acquired Interests and the assets, business and operations of the Target Business, and all original certificates (together with instruments of transfer) that represent the Acquired Interests, including original organizational documents and the limited liability company minutes and records of the Sellers (to the extent related to the Target Business) and the Newly-Formed LLCs.

14

2.10Allocation of the Purchase Price.

(a)Allocation.  After a thorough analysis of the transaction and arms’ length negotiations between the parties, Buyer, Seller Controlling Party, the Newly-Formed LLCs and Sellers agree that the Initial Cash, Post-Closing Cash, the Stern Deferral Note and the Assumed Liabilities shall be allocated among the assets, business and operations of that portion of the Target Business owned by each Seller and sold to Buyer in the manner set forth on Schedule 2.10(a).

(b)Cooperation.  Buyer, Sellers and Seller Controlling Party will cooperate in the timely preparation of their respective Forms 8594 in accordance with Section 2.10(a) with respect to the sale of assets hereunder.

(c)Binding Effect.  Buyer, Seller Controlling Party and Sellers, and their Affiliates, shall be bound by the allocations as set forth in Section 2.2 and this Section 2.10, and shall apply such allocations for all purposes, and shall prepare and file all income Tax Returns, including Form 8594, in a manner consistent with such allocations.  None of Buyer, Seller Controlling Party, Sellers or any of their Affiliates shall take any position inconsistent with such allocations in any Tax Return, proceeding before any Governmental Entity or otherwise.  In the event that any allocation hereunder is questioned, audited or disputed by any Governmental Entity, the party receiving notice thereof shall promptly notify and consult with the other parties concerning the strategy for the resolution thereof, and shall keep the other parties apprised of the status of such question, audit or dispute and the resolution thereof.

2.11FlatWorld Proceeds.   FlatWorld shall receive the FlatWorld Closing Proceeds, the FlatWorld Warrant Proceeds, the FlatWorld Additional Warrant Proceeds, and the DAL Expenses shall be paid, in connection with the Closing of the Transactions contemplated by the Transaction Documents, with the FlatWorld Warrant Proceeds and the FlatWorld Additional Warrant Proceeds paid as provided in Section 2.5.  The FlatWorld Closing Proceeds and DAL Expenses shall be paid in accordance with Section 13.3.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLERS, SELLER CONTROLLING PARTY AND NEWLY-FORMED LLCs WITH RESPECT TO SELLER, SELLER CONTROLLING PARTY AND THE NEWLY-FORMED LLCS

Sellers, Seller Controlling Party and Newly-Formed LLCs, jointly and severally, each hereby represents and warrants to Buyer and Chardan that the representations and warranties of each Seller, each Newly-Formed LLC, and Seller Controlling Party contained in the Master Agreement shall be true, correct and complete in all respects at and as of the date hereof, with the same effect as though such representations and warranties were made at and as of the date hereof immediately prior to the Closing, and as though set forth in this Agreement in their entirety, mutatis mutandis.

15

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND SELLER CONTROLLING PARTY WITH RESPECT TO THE NEWLY-FORMED LLCS

Sellers and Seller Controlling Party, jointly and severally, each hereby represents and warrants to Buyer and Chardan that the representations and warranties of each Seller and Seller Controlling Party contained in the Master Agreement with respect to the Newly-Formed LLCs are true, correct and complete in all respects as of date hereof with the same effect as though such representations and warranties were made as of the date hereof immediately prior to the Closing, and as though set forth in this Agreement in their entirety, mutatis mutandis.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF

BUYER, FLATWORLD, GUPTA AND VALENTY

Each of Buyer, FlatWorld, Gupta and Valenty hereby represents and warrants to each Seller and Chardan, jointly and severally, that the representations and warranties of Buyer, FlatWorld, Gupta and Valenty contained in the Master Agreement are true, correct and complete in all respects as of date hereof with the same effect as though such representations and warranties were made as of the date hereof, immediately prior to the Closing, and as though set forth in this Agreement in their entirety, mutatis mutandis.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF CHARDAN

Chardan hereby represents and warrants to Buyer and each Seller that the representations and warranties of Chardan contained in the Master Agreement are true, correct and complete in all respects as of the date hereof with the same effect as though such representations and warranties were made as of the date hereof, immediately prior to the Closing, and as though set forth in this Agreement in their entirety, mutatis mutandis.

ARTICLE 7

CONDITIONS TO CLOSING AND CLOSING DELIVERIES

7.1Conditions to Obligations of Buyer.  The obligations of Buyer and Chardan to consummate the transactions provided for herein shall be subject to the following conditions unless waived in writing by Buyer and Chardan:

(a)No Orders; Legal Proceedings.  No Law shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity, nor shall any Legal Proceeding or Order have been instituted and remain pending or have been threatened and remain at or as of the Closing Date, which prohibits or restricts or would (if successful) prohibit the Transactions contemplated by this Agreement or the Master Agreement, or that would result in a Material Adverse Effect.

16

(b)Representations.  The representations and warranties of each Seller, each Newly-Formed LLC, and the Seller Controlling Party contained in this Agreement and the Master Agreement shall be true, correct and complete in all material respects at and as of the Closing Date, with the same effect as though such representations and warranties were made at and as of the Closing Date.

(c)Compliance.  Sellers, the Newly-Formed LLCs and the Seller Controlling Party shall have performed and complied in all material respects with all respective agreements and conditions contained in this Agreement and the Transaction Documents that are required to be performed or complied with by it prior to or at the Closing.

(d)Closing Certificate.  Buyer shall have received from each Seller a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Buyer) executed by each Seller, respectively, certifying that the conditions specified in subsection (b) and (c) of this Section 7.1 have been fulfilled.

(e)Officer’s Certificate.  Buyer shall have received from an officer of each Seller and from the Seller Controlling Party a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Buyer), certifying and setting forth (i) that the conditions specified in subsection (b) and (c) of this Section 7.1 applicable to them have been fulfilled, (ii) the names, signatures and positions of the officers of each Seller authorized to execute this Agreement, any other Transaction Documents or any other agreements contemplated herein to which Seller is a party, and (iii) a copy of the resolutions adopted by the governing boards of each Seller in each case authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the Transactions contemplated hereby and thereby to which such Seller is a party.

(f)Good Standing Certificate.  Each Seller shall have delivered to Buyer a good standing certificate with respect to such Seller and such Seller’s corresponding Newly-Formed LLC, as of a date no more than five (5) days prior to the Closing Date, issued by the Secretary of State or equivalent officer of the states of such entity’s incorporation or formation, as applicable.

(g)No Material Adverse Change.  During the period from the date of the Master Agreement through the Closing Date, there shall have been no Material Adverse Change with respect to any Seller, any Newly-Formed LLC or the Target Business.

(h)No Indebtedness or other Obligations of the Newly-Formed LLCs or Restrictions on any of Their Assets.  On the Closing Date, and after giving effect to the Transactions contemplated hereby, no Newly-Formed LLC shall have any Indebtedness or any Restrictions on the assets of any Newly-Formed LLC, except those set forth on Schedule 7.1(h) hereto, or those related to Permitted Claims, the DAL Acquisition Debt, or the Deferral Notes.

(i)Required Consents.  All Consents from Third Parties listed on Schedule 4.9 of the Master Agreement and all waiting periods listed on Schedule 3.5 of the Master Agreement, including with respect to the Lease Agreements, and including any required waiting period under the HSR Act, in each case required to enter into and consummate the transactions contemplated by this Agreement, shall have been obtained, expired or the necessity for such Consent or waiting periods shall have been waived in writing by such Third Party.

17

(j)UCC-3’s.  Buyer shall have received UCC-3’s releasing all UCC’s wherever located, with respect to any Newly-Formed LLC or the Target Business, other than those listed on Schedule 7.1(j).

(k)FIRPTA Certificate.  Buyer shall have received a duly executed FIRPTA certificate under Section 1445(b)(2) of the Code for each Seller, acceptable in form and substance to Buyer and Chardan.

(l)Releases.  Each Seller and Seller Controlling Party has executed and delivered to Buyer a release agreement in the form of Exhibit Jhereto (pursuant to which each such Seller releases all Claims against the Newly-Formed LLCs and the Target Business).

(m)Employment Agreement.  David J. Stern shall have executed and delivered to Buyer the Employment Agreement.

(n)DAL Operating Agreement.  Sellers shall each have executed the DAL Operating Agreement and delivered executed counterparts thereof to Buyer.

(o)Financing.  Buyer shall have executed and delivered the documentation necessary to obtain, and shall have obtained, the DAL Acquisition Debt, in an amount sufficient to consummate the transactions contemplated by this Agreement.

(p)Insurance.  Buyer shall have received insurance certificates or other documentation to its satisfaction, evidencing that the Newly-Formed LLCs have insurance with respect to the operation of the Target Business in type, amount and coverage satisfactory to Buyer.

(q)Assignment of Lease Agreement.  Buyer shall have received duly executed signature pages to the Assignments of Lease Agreements.

(r)Contribution Agreements.  Buyer shall have received evidence that the Contribution Agreements have been duly executed by the parties thereto and the transactions contemplated thereby have been consummated immediately before the Closing.

(s)Services Agreement.  DJS and DJS LLC shall have executed and delivered the Services Agreement.

(t)Name Change Documents.  Each of DSI and PTA shall execute appropriate documents to change its respective name to a name dissimilar from any of “Default Servicing, Inc.” or “Professional Title and Abstract Company of Florida, Inc.”

(u)Escrow Agreement.  Sellers and Escrow Agent shall have executed and delivered the Escrow Agreement.

18

(v)Facilities Sharing Agreement.  DJS shall have executed and delivered the Facilities Sharing Agreement.

(w)Other Conveyance Documents. Such other instruments of conveyance and assignment as Parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Acquired Interests and the assets, business and operations of the Target Business.

(x)Target Cash Balance.  The aggregate cash on hand of the Newly-Formed LLCs on the Closing Date shall equal or exceed the Target Cash Balance.

(y)FlatWorld Services Agreement.  The FlatWorld Services Agreement shall have been fully executed and delivered, and shall be in full force and effect without modification; provided that the failure to have satisfied this condition shall not be due to the actions or inactions of Buyer (with respect to Chardan’s condition) or Buyer or FlatWorld (with respect to Buyer’s condition).

(z)Chardan Services Agreement.  The Chardan Services Agreement shall have been fully executed and delivered, and shall be in full force and effect without modification; provided that the failure to have satisfied this condition shall not be due to the actions or inactions of Buyer or Chardan Capital, LLC.

(aa)Letter Agreements.  The Letter Agreements shall have been fully executed and delivered, and shall be in full force and effect without modification as of the Closing Date.

(bb)Transaction Documents.  All other Transaction Documents not mentioned above shall have been fully executed and delivered by each party thereto; provided that the failure to have satisfied this condition shall not be due to the actions or inactions of Buyer, Chardan or their Affiliates (as of the date of the Master Agreement).

7.2Conditions to Obligations of Sellers.  The obligation of Sellers to consummate the transactions provided herein with respect to Buyer shall be subject to the following additional conditions unless waived in writing by Sellers:

(a)Representations.  The representations and warranties of Buyer and Chardan contained in this Agreement and the Master Agreement shall be true, correct and complete in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing Date.

(b)Compliance.  Buyer and Chardan shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by them prior to or at the Closing.

(c)Officer’s Certificate.  Sellers shall have received from Buyer and Chardan a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Sellers) of an officer of Buyer and Chardan certifying and setting forth (i) that the conditions specified in subsections (a) and (b) of this Section 7.2 have been fulfilled, (ii) the names, signatures and positions of officers of Buyer and Chardan, as applicable, authorized to execute this Agreement, any other Transaction Documents or any other agreements contemplated herein to which Buyer or Chardan, as applicable, is a party, and (iii) a copy of the resolutions of the governing board of Buyer and Chardan authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby pursuant to which Buyer or Chardan, as applicable, is a party.

19

(d)Payment of the Initial Cash.  Buyer shall have paid the Initial Cash to Sellers at the Closing, as specified in Section 2.4.

(e)Voting Agreement.  Each of the Existing Members, the Principals (as defined in the Voting Agreement) and Chardan shall have executed and delivered the Voting Agreement.

(f)Stockholder Approval.  Chardan’s condition contained in Section 7.3(a) has been satisfied or separately waived in writing by Sellers, regardless of any waiver thereof by Chardan, which shall not bind Sellers with respect thereto.

(g)Filings.  Sellers shall have received evidence or confirmation from Chardan’s agent of the filing with, and acceptance thereof by, the required Governmental Entities in the British Virgin Islands of the M&A.

(h)No Orders; Legal Proceedings.  No Law shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity, nor shall any Legal Proceeding or Order have been instituted and remain pending or have been threatened and remain at or as of the Closing Date, which prohibits or restricts or would (if successful) prohibit the transactions contemplated by this Agreement or the Master Agreement.

(i)Good Standing Certificate.  Each of Buyer and Chardan shall have delivered to Seller a good standing certificate with respect to such party, as of a date no more than five (5) days prior to the Closing Date, issued by the Secretary of State or equivalent officer of the states or country of such entity’s incorporation or formation, as applicable.

(j)No Material Adverse Change.  During the period from the date thereof through the Closing Date, there shall have been no Buyer Material Adverse Change with respect to Buyer or Chardan Material Adverse Change with respect to Chardan.

(k)Required Consents.  All Consents from Third Parties listed on Schedule 4.9 of the Master Agreement and all waiting periods required under any agreement listed on Schedule 3.5 of the Master Agreement, and including any required waiting period under the HSR Act, in each case required to enter into and consummate the transactions contemplated by this Agreement, shall have been obtained, expired or the necessity for such Consent or waiting periods shall have been waived in writing by such Third Party.

(l)Employment Agreement.  David J. Stern and Buyer shall have executed and delivered to one another the Employment Agreement.

20

(m)DAL Operating Agreement.  Chardan, Buyer and Existing Members shall have executed the DAL Operating Agreement and delivered executed counterparts thereof to Buyer.

(n)Financing.  Buyer shall have executed and delivered the documentation necessary to obtain, and shall have obtained, the DAL Acquisition Debt, in an amount sufficient to consummate the transactions contemplated by this Agreement.

(o)Services Agreement.  DJS and DJS LLC shall have executed and delivered the Services Agreement.

(p)Facilities Sharing Agreement.  Buyer shall have executed and delivered the Facilities Sharing Agreement.

(q)Other Conveyance Documents. Such other instruments of conveyance and assignment as Sellers and their respective counsel shall deem reasonably necessary or appropriate to vest in Sellers all right, title and interest in, to and under the DAL Stern Equity.

(r)Warrant Sale Agreement.  Chardan and the owners of at least ninety percent (90%) of the Covered Warrants (as defined in the Warrant Sale Agreement) shall have executed and delivered the Warrant Sale Agreement and the other agreements contemplated thereby.

(s)Deferral Note.  Buyer shall have delivered the Stern Deferral Note and related documents to the Sellers, in a principal amount not in excess of $54,000,000.

(t)Transaction Documents.  All other Transaction Documents not mentioned above shall have been fully executed and delivered by each party thereto; provided that the failure to have satisfied this condition shall not be due to the actions or inactions of the Stern Participants or their Affiliates (as of the date of the Master Agreement).

7.3Conditions to Obligations of Chardan.  The obligations of Chardan to consummate the transactions provided for herein shall be subject to the following conditions, unless waived in writing by Chardan:

(a)Stockholder Approval.  (i) By the Closing Date, Chardan’s stockholders shall have approved the transactions contemplated by this Agreement and Chardan’s public stockholders will have exercised their redemption rights with respect to fewer than 35% of the issued and outstanding Chardan Common Stock owned by them (as required under Chardan’s Amended and Restated Memorandum and Articles of Association); (ii) Chardan’s stockholders will have approved the stockholder resolution adopting the Second Amended and Restated Memorandum and Articles of Association, in the form attached hereto as Exhibit K (the “M&A”); and (iii) Chardan’s stockholders will have approved the stockholder resolution contemplated by the Voting Agreement with respect to the composition of the Chardan board of directors.

21

(b)Conditions to Obligations of Buyer.  All Buyer conditions contained in Section 7.1 have been satisfied or separately waived in writing by Chardan, regardless of any waiver thereof by Buyer, which shall not bind Chardan with respect thereto.

7.4Special Condition to Obligations of Buyer.  The obligations of Buyer to consummate the transactions provided for herein shall be subject to the condition that Chardan shall have executed the DAL Operating Agreement and delivered executed counterparts thereof to Buyer, unless waived in writing by Buyer.

ARTICLE 8

RESTRICTIVE COVENANTS

Each Seller and the Seller Controlling Party (including each of their respective Affiliates (after the Closing)) hereby acknowledges, agrees and confirms that, with respect to this Agreement, it shall be bound by, and subject to the Restrictive Covenants contained in the Stern NDA, for the Restricted Period, with the same effect as though such provisions are set forth in their entirety in this Agreement, mutatis mutandis.

ARTICLE 9

OTHER COVENANTS AND AGREEMENTS

9.1Sellers.  Each Seller and the Seller Controlling Party hereby represents and warrants that it has complied with and has caused the Newly-Formed LLCs to comply with the provisions of Article 9 of the Master Agreement applicable to them in all material respects, which provisions shall be deemed set forth herein in their entirety, and shall apply to this Agreement, mutatis mutandis.

9.2Buyer.  Buyer hereby represents and warrants that it has complied with the provisions of Article 9 of the Master Agreement applicable to it in all material respects, which provisions shall be deemed set forth herein in their entirety, and shall apply to this Agreement,  mutatis mutandis.

9.3Chardan.  Chardan hereby represents and warrants that it has complied with the provisions of Article 9 of the Master Agreement applicable to it in all material respects, which provisions shall be deemed set forth herein in their entirety, and shall apply to this Agreement,  mutatis mutandis.

ARTICLE 10

GOVERNING LAW; DISPUTE RESOLUTION.

10.1Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.

22

10.2Consent to Jurisdiction.  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Florida State court or Federal court of the United States of America sitting in Broward County, Florida, for purposes of all proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby; waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court or any claim that any such proceeding brought in such a court has been brought in an inconvenient forum; agrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 13.6 or any other manner as may be permitted by Law shall be valid and sufficient service thereof; and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.  The preceding sentence shall not limit the jurisdiction of the Arbitrating Accountants as set forth in Section 2.7 hereof although claims may be asserted in such courts described in the preceding sentence for purposes of enforcing the jurisdiction of the Arbitrating Accountant.

ARTICLE 11

INDEMNITY

The parties to this Agreement have agreed to indemnify and hold harmless one another and certain other related parties pursuant to Article 11 of the Master Agreement for matters arising under this Agreement and the Master Agreement, which provisions of Article 11 of the Master Agreement shall be deemed incorporated herein by reference, mutatis mutandis.  The parties understand and agree the incorporation by reference of Article 11 of the Master Agreement, mutatis mutandis, does not increase or otherwise modify any indemnification baskets or caps set forth in Article 11 of the Master Agreement nor modify any carve-outs or exemptions from or with respect to the indemnification baskets or caps set forth in Article 11 of the Master Agreement, which shall apply to Claims under both the Master Agreement and this Agreement taken together.

ARTICLE 12

TERMINATION

12.1Termination of Agreement.  Anything to the contrary notwithstanding, this Agreement and the transactions contemplated by this Agreement may be terminated at any time prior to consummation of the Closing:

(a)by mutual consent in writing of DAL, Chardan and Sellers; and

(b)by any party, upon written notice to the other parties, upon the termination of the Master Agreement.

23

12.2Effect of Termination.  If this Agreement shall be terminated pursuant to Section 12.1, all further obligations of the parties under this Agreement shall terminate without further liability of any party to any other; provided, however, that the obligations of the parties contained in Section 13.3 of the Master Agreement shall survive any such termination. A termination under this Article 12 does not prejudice any claims which any party may have under this Agreement or the Master Agreement, in law or equity, as a consequence of any material breach of a covenant or agreement under this Agreement or the Master Agreement by another party and does not impair the right of any party to seek to compel specific performance by the other parties of their obligations under this Agreement or the Master Agreement.  Any confidentiality agreement between the parties shall remain in full force and effect, in accordance with its terms, in the event of a termination of this Agreement.

ARTICLE 13

MISCELLANEOUS PROVISIONS

Except as specifically provided otherwise in this Agreement, the following provisions shall apply hereto:

13.1Amendment and Modifications.  Subject to applicable Law, this Agreement may be amended, modified and supplemented only by a written agreement between Buyer, Existing Members, Gupta, Valenty, Seller Controlling Party, Chardan, Sellers and the Newly-Formed LLCs which states that it is intended to be a modification of this Agreement.  In addition, the Contribution Agreements may only be amended, modified or supplemented with the consent of Buyer and Chardan, which consent shall be withheld in Buyer’s or Chardan’s, as applicable, sole discretion.

13.2Waiver of Compliance.  Any failure of Sellers, the Newly-Formed LLCs, or Seller Controlling Party on the one hand, or Buyer or Chardan, on the other hand, to comply with any obligation, covenant, agreement or condition in this Agreement may be expressly waived in writing by Buyer and Chardan, on the one hand, and Sellers, the Newly-Formed LLCs and Seller Controlling Party, on the other hand, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure by any Seller, any Newly-Formed LLC, Seller Controlling Party, Buyer or Chardan.

13.3Expenses.  In the event that the Transactions contemplated by this Agreement shall not take place, then, subject to all rights and remedies that a party may have against another party for breach of this Agreement, all fees and expenses incurred by each party in connection with the transactions contemplated by this Agreement shall be borne by the party incurring such fees and expenses, including all fees of legal counsel, investment bankers and accountants.  In the event that the Closing is consummated, DAL shall bear all payments, fees and expenses due or with respect to or of (a) Chardan, up to a maximum of $7,500,000, including fees of $1,000,000 to Rodman & Renshaw LLC pursuant to the Finder’s Agreement, dated the date of the Master Agreement, between Buyer and Rodman & Renshaw LLC, $500,000 of which shall be payable pursuant to the Rodman Deferral Note and $500,000 of which shall be paid at Closing, the Underwriters’ Deferral Note and the Chardan Deferral Note, and amounts due to

24

FlatWorld or DAL as provided in subsection (b) below, (b) the FlatWorld Closing Proceeds and DAL and FlatWorld’s reasonable legal fees and expenses due to Proskauer Rose LLP, up to a maximum of $400,000 (“DAL Expenses”), and (c) Sellers and Seller Controlling Party’s reasonable legal and other third-party expenses (other than financial advisor fees) incurred in the negotiation and execution of this Agreement and the Master Agreement and the Transactions contemplated thereby.  In the event that DAL and FlatWorld’s reasonable legal fees and expenses covered above exceed $400,000, FlatWorld shall pay such fees and expenses directly, or if required to be paid by DAL post-Closing, reimburse DAL for any such fees and expenses.

13.4Further Assurances.  During the period between the execution of this Agreement and the Closing, and during all periods after the Closing, each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters.

13.5No Waiver of Rights.  No failure on the part of any party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.

13.6Notices.  Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes if (i) delivered in Person, (ii) sent by registered or certified mail, return receipt requested, postage and fees prepaid, or (iii) sent by a national overnight delivery service, return receipt requested, fees prepaid, to the parties as follows:

(a)if to Buyer, to:

DAL Group, LLC

900 South Pine Island Road

Suite 400

Plantation, FL  33324

Attn: David J. Stern

Facsimile: (954) 233-8444

email:  djstern@att.blackberry.net

With a copy (which shall not constitute notice) to:

Chardan 2008 China Acquisition Corp.

c/o Chardan Capital, LLC

474 Three Mile Road

Glastonbury, CT 06033

Attn:  Dan Beharry

Facsimile:  (281) 644-5751

email:  dbeharry@chardancapital.com

NY791695.19

25

and to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum

Facsimile:  212-407-4990

email: mnussbaum@loeb.com

(b)if to any Seller or Seller Controlling Party, to such Seller or Seller Controlling Party at the following address:

Law Offices of David J. Stern, P.A.

900 South Pine Island Road

Suite 400

Plantation, FL 33324

Attn:  David J. Stern

Facsimile:  (954) 233-8444

email:  djstern@att.blackberry.net

with a copy (which shall not constitute notice) to:

Dykema Gossett PLLC

400 Renaissance Center

Detroit, MI 48243

Attn:  Thomas Vaughn

Facsimile:  (313) 568-6915

email:  tvaughn@dykema.com

(c)If to any Existing Member, Gupta or Valenty, to such Existing Member, Gupta or Valenty  at the following address:

c/o FlatWorld Capital, LLC

666 Third Avenue, 15th Floor

New York, NY  10017

Attn: Jeffrey A. Valenty

Facsimile:  (212) 796-4002

email:  valenty@flatworldcapital.com

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

1585 Broadway

New York, NY  10036

Attn: Daniel J. Eisner

Facsimile: (212) 969-2900

email:  deisner@proskauer.com

26

or to such other address as such party shall furnish the other parties in writing.  Any notice given under this Section 13.6 shall be effective (i) if delivered personally, when delivered, (ii) if delivered overnight by national overnight courier, the end of the next Business Day after deposit with such courier, and (iii) if mailed, the third Business Day after mailing.  Any of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given under this Section 13.6.  The date of the giving of any notice sent by mail shall be the date of the posting of the mail.

13.7Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party; provided, that Buyer may assign this Agreement and all provisions hereof to any acquiror of Buyer; provided further, that Fortuna shall assign all rights, interests and obligations it has under this Agreement and any other Transaction Document to FlatWorld immediately after the Closing.

13.8Enforcement.  In the event any party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover the costs and expenses of such action so incurred, including reasonable attorney’s fees, from any party that opposes the prevailing party in such legal action.

13.9Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.  The exchange of copies of this Agreement and of signature pages by facsimile transmission or e-mail shall constitute effective execution and delivery of this Agreement as to all parties hereto and may be used in lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes.

13.10Headings.  The headings of the Sections and Articles are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of such Agreement.

13.11Entire Agreement.  This Agreement and the other Transaction Documents set forth the entire agreement of the parties hereto in respect of the subject matter contained therein, and supersede all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter hereof.

13.12Third Party Beneficiaries.  Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

13.13Severability.  If any provision of this Agreement shall hereafter be held to be invalid or unenforceable for any reason, that provision shall be reformed to the maximum extent permitted to preserve the parties’ original intent; failing which, it shall be severed from this Agreement with the balance of this Agreement continuing in full force and effect.  Such occurrence shall not have the effect of rendering the provision in question invalid in any other jurisdiction or in any other case or circumstances, or of rendering invalid any other provisions contained therein to the extent that such other provisions are not themselves actually in conflict with any applicable Law.

27

13.14Specific Performance.  The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, without bond or other security being required, in addition to any other remedy to which they are entitled at law or in equity.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

28

COUNTERPART SIGNATURE PAGE – CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

BUYER:
DAL GROUP, LLC
By: FLATWORLD DAL LLC, its Member
	By:      NAGINA ENGINEERING INVESTMENT
	CORP., its Member
	By:___________________________________________
	Name: Raj K. Gupta
	Title:   President
SELLER:
LAW OFFICES OF DAVID J. STERN, P.A.
By:________________________________________________
Name:
Title:
SELLER:
PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.
By:________________________________________________
Name:
Title:

29

SELLER:

DEFAULT SERVICING, INC.

By:________________________________________________

Name:

Title: 

SELLER CONTROLLING PARTY:

___________________________________________________

DAVID J. STERN

VALENTY:

___________________________________________________

JEFFREY A. VALENTY

GUPTA:

___________________________________________________

RAJ K. GUPTA

EXISTING MEMBERS:

FLATWORLD DAL LLC

By:      FORTUNA CAPITAL PARTNERS LP,

 its Member

By:      FORTUNA CAPITAL CORP.,

 its General Partner

By:________________________________________________

 Name: Jeffrey A. Valenty

 Title:    President

30

FORTUNA CAPITAL PARTNERS LP

By:      FORTUNA CAPITAL CORP.,

 its General Partner

By:________________________________________________

 Name: Jeffrey A. Valenty

 Title:    President

CHARDAN:

CHARDAN 2008 CHINA ACQUISITION CORP.

By:________________________________________________

Name: 

Title: 

 DJS PROCESSING, LLC

By:________________________________________________

Name:

Title:

 PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC

By:________________________________________________

Name: 

Title: 

DEFAULT SERVICING, LLC

By:________________________________________________ 

Name: 

Title:  

31

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __th day of _____, 2009, 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”).

WHEREAS, the Company and each Investor are parties to a Subscription Agreement (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”), dated ______________, 2009, providing for the purchase of an aggregate ___________ of the Ordinary Shares (collectively, the “Securities”) for an aggregate consideration of $____________ (the “Purchase Price”)

WHEREAS, the Investors would not have entered into the Subscription Agreements unless the Company also agreed to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

“DemandRegistration” is defined in Section 2.2.1.

“DemandingHolder” is defined in Section 2.2.1.

“Effectiveness Period” is defined in Section 2.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Form F-3” is defined in Section 2.4.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Investor” is defined in the preamble to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Mandatory Registration” is defined in Section 2.1

“Maximum Number of Shares” is defined in Section 2.2.4.

“Notices” is defined in Section 6.3.

1

“Ordinary Shares” means the ordinary shares of the Company, par value $0.001 per share.

“Piggy-Back Registration” is defined in Section 2.3.1.

“Purchase Price” is defined in the preamble to this Agreement..

“Register,” “registered” and “registration” mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means all of the Securities that are not registered for sale or resale at a particular time and that have not been sold by the Investors.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when the Registrable Securities are salable under Rule 144  promulgated under the Securities Act without restriction in the opinion of counsel to the Company.

“Registration Date” is defined in Section 2.2.1.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of securities of the Company (other than a registration statement on Form F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Securities” is defined in the preamble to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Subscription Agreement” is defined in the preamble to this Agreement.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2.REGISTRATION RIGHTS.

2.1 Mandatory Registration.  The Company agrees that within 14 days of the Closing Date (as defined in the Subscription Agreement) (the “Filing Date”), the Company shall file with the Commission a resale Registration Statement for the registration under the Securities Act, of, and it shall take such action as is necessary to qualify for sale in those states in which the Securities were initially offered by the Company, all of the Registrable Securities (the “Mandatory Registration”).  The Company shall cause the same to become effective and to maintain the effectiveness of such Registration Statement until the earlier of (i) all of the Securities have been sold by the Investors or (ii) the date the Registrable Securities become eligible for sale pursuant to Rule 144 promulgated under the Securities Act (the “Effectiveness Period”).  In addition, the Company shall register such Registrable Securities under the blue sky laws of the states of residence of the Investors to the extent an exemption is not available.

2.1.1 Failure to Timely Register.  If (i) the Mandatory Registration is not filed on or prior to the Filing Date, or (ii) the Mandatory Registration Statement is not declared effective by the Commission by 135 days after the Filing Date (each, an “Event”), then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor for each day that an

2

Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of: (A) the purchase price of the Registrable Securities owned by such Investor included in such Mandatory Registration, and  (B) 0.005.  In the event the Company fails to make any payments pursuant to this Section 2.1.1 within ten business days of the receipt by the Company of a demand for payment by the applicable Investor (such demand to include the amount to be paid and the calculation therefor), such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

2.2 Demand Registration.

2.2.1Request for Registration. At any time and from time to time on or after the one-year anniversary of the date of this Agreement (the “Registration Date”), the holders of not less than a majority of any class of the Registrable Securities held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.2.1 in respect of Registrable Securities.

2.2.2Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated or withdrawn.

2.2.3Underwritten Offering. If not less than a majority in interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.

2.2.4Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to issue and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such

3

offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the Ordinary Shares that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

2.2.5Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.2.

2.3Piggy-Back Registration.

2.3.1Piggy-Back Rights. If at any time on or after the Registration Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities  as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

4

2.3.2Reduction of Offering.  If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.3, and the Ordinary Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)If the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons, (A) first, the Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares.

2.3.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

2.4Registrations on Form F-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form registration which may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.4: (i) if Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.2.

5

3.REGISTRATION PROCEDURES.

3.1Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after  receipt of a request for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

3.1.3Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

6

3.1.4Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

3.1.5State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph 3.1.5 or subject itself to taxation in any such jurisdiction.

3.1.6Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement. Holders of Registrable Securities shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type. Further, such holders shall cooperate fully in the preparation of the Registration Statement and other documents relating to any offering in which they include securities pursuant to Section 2 hereof. Each holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by such holder and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

7

3.1.7Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

3.1.10Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.2Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form F-3 pursuant to Section 2.4 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

8

3.3Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Mandatory Registration pursuant to Section 2.1, Demand Registration pursuant to Section 2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form F-3 effected pursuant to Section 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

3.5Holder Obligations. No holder of Registrable Securities may participate in any underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

4.INDEMNIFICATION AND CONTRIBUTION.

4.1Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made

9

in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other person, if any, who controls the company or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder in connection with the sale of the Registrable Securities by such selling holder pursuant to the Registration Statement containing such untrue statement.

4.3Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

10

4.4Contribution.

4.4.1If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5.UNDERWRITING AND DISTRIBUTION.

5.1Rule 144. The Company covenants that it shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

6.MISCELLANEOUS.

6.1Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.1.

11

6.2Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Suite 18E, Tower A

Oriental Kenzo Plaza

48 Dongzhimenwai Street

Beijing, 100027, China

Fax No:. 86-10-84477246

Attn: Xiaosong Zhong, Chief Financial Officer

with a copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Fax No.: (212) 407-4990

Attn.: Mitchell S. Nussbaum, Esq.

To an Investor, to:

Fax No.: (___) ___-____

Attn.: 

6.3Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

6.4Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed to be original signatures for all purposes of this Agreement.

6.5Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

12

6.6Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

6.7Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.8Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.9Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other parties shall be entitled to an injunction or injunctions (without the necessity of posting a bond or other security) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state or other foreign court or governmental body having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

6.10Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

6.12Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

13

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

CHARDAN 2008 CHINA ACQUISITION CORP.
By:
	Name: Kerry Propper
	Title: Chief Executive Officer and Director

[INVESTORS]
By:
	Name:
	Title:

[INVESTORS]
By:
	Name:
	Title:

[INVESTORS]
By:
	Name:
	Title:

14

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of Ordinary Shares they may acquire upon the exchange of the Common Interests, Series A Preferred Interests, or Series B Interests of DAL Group, LLC (collectively, the “Convertible Securities”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

“Convertible Securities” is defined in the preamble to this Agreement.

“DemandRegistration” is defined in Section 2.2.1.

“DemandingHolder” is defined in Section 2.2.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Form F-3” is defined in Section 2.4.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Investor” is defined in the preamble to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Mandatory Registration” is defined in Section 2.1

“Maximum Number of Shares” is defined in Section 2.2.4.

“Notices” is defined in Section 6.3.

1

“Ordinary Shares” means the ordinary shares of the Company, par value $0.001 per share.

“Piggy-Back Registration” is defined in Section 2.3.1.

“Register,” “registered” and “registration” mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means all of the Ordinary Shares that an Investor has acquired or may acquire in the future, directly or indirectly, pursuant to the exchange of Convertible Securities that such Investor owns on the date hereof including, but not limited to, the exchange of Common Interest acquired through the conversion of Series A Preferred Interests or Series B Preferred Interests.

“Registration Date” is defined in Section 2.1.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of securities of the Company (other than a registration statement on Form F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2.REGISTRATION RIGHTS.

2.1Mandatory Registration.  The Company agrees that prior to the earlier of (A) the first anniversary of this Agreement and (B) the date that the Convertible Securities are first exchangeable for the Company’s Ordinary Shares or Series A Preferred Stock, as applicable (the “Registration Date”), the Company shall file with the Commission a Registration Statement, for the registration, under the Securities Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Convertible Securities were initially offered by the Company, the Ordinary Shares issuable upon the exchange of such Convertible Securities (the “Mandatory Registration”).  The Company shall cause the same to become effective and to maintain the effectiveness of such Registration Statement until the earlier of (i) 180 days after the expiration of the conversion period of the Convertible Securities in accordance with the provisions of this Agreement or (ii) the Registrable Securities included in the Registration Statement have been sold by the Investors.   In addition, the Company shall register such Ordinary Shares under the blue sky laws of the states of residence of the exchanging Convertible Security holders to the extent an exemption is not available.

2

2.2Demand Registration.

2.2.1Request for Registration. At any time and from time to time on or after the Registration Date, the holders of not less than a majority of any class of the Registrable Securities held by the Investors or the transferees of the Investors, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.2.1 in respect of Registrable Securities.

2.2.2Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated or withdrawn.

2.2.3Underwritten Offering. If not less than a majority in interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.

2.2.4Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to issue and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the Ordinary Shares that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

3

2.2.5Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.2.

2.3Piggy-Back Registration.

2.3.1Piggy-Back Rights. If at any time on or after the Registration Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities  as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.3.2Reduction of Offering.  If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.3, and the Ordinary Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

4

(i)If the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons, (A) first, the Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Ordinary Shares which each such person has actually requested to be included in such registration, regardless of the number of Ordinary Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares.

2.3.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

2.4Registrations on Form F-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form registration which may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.4: (i) if Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.2.

5

3.REGISTRATION PROCEDURES.

3.1Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after  receipt of a request for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

3.1.3Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

6

3.1.4Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

3.1.5State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph 3.1.5 or subject itself to taxation in any such jurisdiction.

3.1.6Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement. Holders of Registrable Securities shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type. Further, such holders shall cooperate fully in the preparation of the Registration Statement and other documents relating to any offering in which they include securities pursuant to Section 2 hereof. Each holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by such holder and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.

3.1.7Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

7

3.1.8Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

3.1.10Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.2Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form F-3 pursuant to Section 2.4 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

8

3.3Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Mandatory Registration pursuant to Section 2.1, Demand Registration pursuant to Section 2.2, any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form F-3 effected pursuant to Section 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

3.5Holder Obligations. No holder of Registrable Securities may participate in any underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

4.INDEMNIFICATION AND CONTRIBUTION.

4.1Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

9

4.2Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other person, if any, who controls the company or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder in connection with the sale of the Registrable Securities by such selling holder pursuant to the Registration Statement containing such untrue statement.

4.3Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

10

4.4Contribution.

4.4.1If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5.UNDERWRITING AND DISTRIBUTION.

5.1Rule 144. The Company covenants that it shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

6.MISCELLANEOUS.

6.1Other Registration Rights. The Company represents and warrants that, except for registration rights that have been publicly disclosed by the Company, no person, other than a holder of the Registrable Securities has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.

6.2Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

11

6.3Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Suite 18E, Tower A

Oriental Kenzo Plaza

48 Dongzhimenwai Street

Beijing, 100027, China

Fax No:. 86-10-84477246

Attn: Xiaosong Zhong, Chief Financial Officer

with a copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Fax No.: (212) 407-4990

Attn.: Mitchell S. Nussbaum, Esq.

To an Investor, to:

Professional Title and Abstract Company of Florida, Inc.

9000 South Pine Island Road

Suite 400

Plantation, FL 33324

Attn:  David J. Stern, Esq.

Facsimile:  (954) 648-5228

and:

FlatWorld DAL LLC

c/o FlatWorld Capital LLC

666 Third Avenue, 15th Floor

New York, New York 10017

Attn:  Jeffrey A. Valenty

Facsimile:  (212) 796-4002

12

with a copy to:

Dykema Gossett PLLC

400 Renaissance Center

Detroit, MI 48243

Attn:  Thomas Vaughn

Facsimile:  (313) 568-6915

and:

Proskauer Rose LLP

1585 Broadway

New York, New York 10036

Attn: Daniel J. Eisner

Fax No.: (212) 969-2900

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

6.5Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed to be original signatures for all purposes of this Agreement.

6.6Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

6.8Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other parties shall be entitled to an injunction or injunctions (without the necessity of posting a bond or other security) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state or other foreign court or governmental body having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

13

6.11Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.12Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

6.13Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

14

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

CHARDAN 2008 CHINA ACQUISITION CORP.
By:
	Name: Kerry Propper
	Title: Chief Executive Officer and Director

INVESTORS:
	PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.
By:
	Name: David J. Stern
	Title: President

		FLATWORLD DAL, LLC
		By:	FORTUNA CAPITAL PARTNERS LP, its  Member
		By:	FORTUNA CAPITAL CORP., its General Partner
By:
	Name: Jeffrey A Valenty
	Title: President

		FORTUNA CAPITAL PARTNERS LP
		By:	FORTUNA CAPITAL CORP., its General Partner
By:
	Name: Jeffrey A. Valenty
	Title: President

15

EX-4.6

Exhibit 4.6

ESCROW AGREEMENT

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”).

RECITALS

A.           The Chardan Indemnified Parties and Sellers, among others, have entered into that certain Contribution and Membership Interest Purchase Agreement (the “Purchase Agreement”), dated January 15, 2010, and that certain Master Acquisition Agreement (the “Master Agreement”), dated December 10, 2009.

B.           The parties hereto desire to place in escrow with the Escrow Agent certain securities and/or funds solely to be used to satisfy obligations that Sellers may have to indemnify the Chardan Indemnified Parties in accordance with the terms and conditions of the Purchase Agreement and the Master Agreement (the “Indemnified Claims”).

C.           Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Master Agreement, a copy of which has been delivered to Escrow Agent, solely to enable it to reference such definitions.

Accordingly, the parties hereto agree as follows:

AGREEMENTS

1.Establishment of Escrow.

(a)Within two (2) business days following execution of this Agreement, Sellers will deposit with the Escrow Agent certain Series A Preferred Interests of DJS, PTA and DSI with an aggregate value agreed upon by the parties hereto of $15,000,000 (the “Escrowed Equity”), which shall be held in escrow by the Escrow Agent (the “Escrow Fund”).  The Escrow Agent agrees to acknowledge receipt of the Escrow Fund upon delivery and agrees to hold, invest, reinvest, and disburse the Escrow Fund in accordance with the terms contained in this Agreement.

(b)At any time following the execution of this Agreement, any Seller may from time to time deposit with the Escrow Agent cash as a substitute for some or all of the Escrowed Equity, with the Escrowed Equity valued at $15.00 per unit of the Series A Preferred Interests being released from the Escrow Fund in exchange for cash.  Upon receiving such cash, the Escrow Agent shall deliver to such Seller the certificates representing the substituted for Escrowed Equity, add such cash to the Escrow Fund and acknowledge receipt of such cash to Sellers and the Chardan Indemnified Parties.

Escrow Agreement

2.Investment of the Escrow Fund.

(a)As directed in writing by Sellers from time to time, the Escrow Agent shall cause any cash held in the Escrow Fund to be maintained and invested in one or more of the following: (1) an investment with a maturity date of 30 days or less in direct or indirect obligations of the United States, (2) an investment with a maturity date of 30 days or less in certificates of deposit of a domestic commercial bank of recognized standing having capital, surplus and undivided profits in excess of $100,000,000, membership in the Federal Deposit Insurance Corporation, and its senior debt carrying one of the two highest ratings of Standard and Poor’s Corporation or Moody’s Investors Services, Inc, (3) an investment redeemable at any time without penalty in a money market instrument issued by a United States mutual fund carrying one of the two highest ratings of Standard and Poor’s Corporation or Moody’s Investors Services, Inc., and having assets of not less than $1,000,000,000, and/or (4) any other investment agreed upon by Chardan.

(b)Any and all transaction costs associated with any election by Sellers to change the investment of the Escrow Fund shall be paid from the income on the Escrow Fund.  The Escrow Agent shall not be responsible for any interest or income on the Escrow Fund except for such as is actually received, nor shall the Escrow Agent be responsible for any loss resulting from the investment of the Escrow Fund (including, but not limited to, the loss of any interest arising from the sale of any Investment prior to maturity).  Accrued interest and other income on the Escrow Fund (after the payment of transaction costs relating to changes in investments provided for above) shall be paid quarterly to Sellers to the account specified on Schedule A, in accordance with the Escrow Agent’s usual and customary procedures.

(c)Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Sellers shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.

(d)The Sellers and Chardan Indemnified Parties acknowledge that regulations of the Comptroller of the Currency grant the parties the right to receive brokerage confirmations of the security transactions as they occur.  The Sellers and Chardan Indemnified Parties specifically waive such notification to the extent permitted by law and will receive periodic cash transaction statements which will detail all investment transactions.

3.Distribution of Escrow Fund.

(a)The Escrow Agent shall hold the Escrow Fund and shall not deliver any amount of the Escrow Fund to any party other than as set forth in this Section 3 or by depositing the Escrow Fund with a successor escrow agent in accordance with the provisions of Section 6 of this Agreement.

(b)The Chardan Indemnified Parties may make claims against the Escrow Fund for Indemnified Claims prior to 5:00 p.m. New York Time on the Termination Date (as defined in Section 3(d)) by delivery to the Escrow Agent, and the Sellers, of a certificate signed by an officer of any of the Chardan Indemnified Parties (an “Officer’s Certificate”), (i) specifying the amount of the claim, and (ii) specifying in reasonable detail the nature of the claim.  Sellers may in good faith respond to such Officer’s Certificate by delivering to the Chardan Indemnified Parties, with a copy to Escrow Agent, a written statement setting forth, in reasonable detail, the

Escrow Agreement

2

basis of any objection to the claim (or portion thereof) asserted in the Officer’s Certificate (the “Seller’s Response”).  If a Seller’s Response is not received by the Chardan Indemnified Parties and the Escrow Agent on or before 5:00 p.m. New York Time of the 15th Business Day after the Escrow Agent and Sellers receive the Officer’s Certificate, the entire claim set forth in such Officer’s Certificate shall be deemed valid and conclusive and binding upon all parties and shall be satisfied by Escrow Agent from the Escrow Fund (in part, if the Escrow Fund is not sufficient to satisfy the claim in full) by delivery of payment therefrom to the Chardan Indemnified Parties.  If the Chardan Indemnified Parties and the Escrow Agent receive Seller’s Response by such 15th Business Day described above, that portion of the claim which is disputed in Seller’s Response shall not be satisfied by Escrow Agent from the Escrow Fund (in part, if the Escrow Fund is not sufficient to satisfy such portion of the Claim in full) unless and until the Escrow Agent receives: (a) written notice from Sellers consenting to the payment of such disputed portion of the claim to the Chardan Indemnified Parties or (b) receipt by Escrow Agent of a certified copy of a judgment, decree or award of a court or other authority of competent jurisdiction requiring the payment of money by Seller as to the disputed portion of the claim.

(c)Any claim satisfied pursuant to Section 3(b) shall be satisfied first from cash held in the Escrow Fund and then, once there is no cash remaining in the Escrow Fund, from the Escrowed Equity held in the Escrow Fund.  For purposes of the payment of any such claims with Escrowed Equity, the Escrowed Equity shall be valued at $15.00 per unit of the Series A Preferred Interests used to pay the claim.

(d)On the Business Day following the 18 month “anniversary” of this Agreement (the “Termination Date”), Escrow Agent shall pay to Sellers the portion of the remaining Fund, if any, that exceeds the amount of money or value of Escrowed Equity sufficient to satisfy all claims and pending claims made by the Chardan Indemnified Parties as of the Termination Date for which the Escrow Agent or any Seller has received notice pursuant to Section 3(b).  After the resolution of all claims pending on the Termination Date and, if applicable, payment therefor in the manner described in Section 3(b), the Escrow Agent shall promptly deliver to Sellers, on a pro rata basis in accordance with Schedule B attached hereto, the remaining money or Escrowed Equity in the Escrow Fund, if any.

(e)Upon the distribution of the Escrow Fund as provided in this Section 3, this Agreement shall terminate.

4.Expenses.

(a)The Escrow Agent shall be entitled to compensation for its services under this Agreement as set forth in Schedule C, which is attached to and made a part of this Agreement, and for reimbursement of its reasonable, documented out-of-pocket expenses, including but not limited to the fees and expenses of attorneys or agents which the Escrow Agent may find necessary to engage in the performance of its duties under this Agreement.  DAL shall pay all such fees and costs, charges and expenses of the Escrow Agent, including attorneys fees and expenses in respect of any litigation incurred by the Escrow Agent relating to this Agreement, provided that such litigation shall not have resulted from any action taken or omitted by the Escrow Agent or any Seller and which shall have been adjudged to constitute bad faith, willful misconduct or gross negligence.

(b)If any amounts due the Escrow Agent are not paid within 30 days of invoice, the Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets held hereunder, with respect to its unpaid fees and unreimbursed expenses, superior to the interests of any other person or entities and the Escrow Agent is hereby granted the right to set off and may deduct any unpaid fees or unreimbursed expenses from amounts of cash on deposit in the Escrow Fund pursuant to this Agreement. The rights of the Escrow Agent under this subparagraph shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement

Escrow Agreement

3

5.Limitation of Liability; Indemnification of Escrow Agent.

(a)This Agreement sets forth all matters pertinent to the escrow contemplated by this Agreement and no additional obligations of the Escrow Agent shall be implied from the terms of this Agreement or any other agreement.  The duties of the Escrow Agent under this Agreement shall be entirely administrative and shall be only as specifically provided in this Agreement.  Accordingly, the Escrow Agent, including its officers, directors, employees and agents, shall:

i)not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, except for any such acts, steps or omissions resulting from its own gross negligence, bad faith or willful misconduct;

ii)be obligated to act only in accordance with written notice received by it as provided in this Agreement;

iii)have no responsibility or liability for any diminution in value which may result from any investments or reinvestments made in accordance with this Agreement;

iv)have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any security, check, or other document or instrument submitted to it in connection with its duties under this Agreement;

v)be entitled to deem the signatories of any document or instrument submitted to it under this Agreement as being those purported to be authorized to sign such document or instrument on behalf of Sellers and the Chardan Indemnified Parties and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind;

vi)be under no obligation to invest the Escrow Fund or the income generated by the Escrow Fund until it has received an I.R.S. Form W-9 (or W-8, if applicable) from each of the Sellers and the Chardan Indemnified Parties, regardless of whether any party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended;

vii)in the event any dispute shall arise between Sellers and the Chardan Indemnified Parties with respect to the disposition or disbursement of the Escrow Fund, be permitted to interplead the Escrow Fund into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to the Escrow Fund (other than with respect to its actions that may constitute gross negligence, bad faith or willful misconduct), and the parties further agree to pursue any redress or recourse in connection with such a dispute without making the Escrow Agent a party to such dispute; and

Escrow Agreement

4

viii)neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between Sellers and the Chardan Indemnified Parties, including but not limited to the Purchase Agreement and the Master Agreement, and shall be required to act only pursuant to the terms and provisions of this Agreement.

(b)The Escrow Agent is jointly and severally indemnified and saved harmless by the other parties hereto from all losses, costs, and expenses, including attorney’s fees, which may be incurred by it as a result of its involvement in any litigation arising from the performance of its duties under this Agreement, provided that such litigation shall not have resulted from any action taken or omitted by it and which shall have been adjudged to constitute bad faith, willful misconduct or gross negligence and such indemnification shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent until extinguished by any applicable statute of limitations.

6.Resignation or Removal.  The Escrow Agent may resign as Escrow Agent following the giving of 30 calendar days prior written notice to the other parties to this Agreement.  Similarly, the Escrow Agent may be removed and replaced following the giving of 30 calendar days prior written notice to the Escrow Agent by Sellers and the Chardan Indemnified Parties.  In either event, the duties of the Escrow Agent shall terminate 30 calendar days after the date of such written notice (or as of such earlier date as may be mutually agreeable) and the Escrow Agent shall then deliver the balance of the Escrow Fund then in its possession to a successor Escrow Agent as shall be appointed by Sellers subject to the consent of Chardan (which consent will not unreasonably be withheld), or failing such appointment, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief, and such resulting appointment shall be binding upon all of the parties to this Agreement.  Upon acknowledgment by any successor Escrow Agent of the receipt of the remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, except for any liability with respect to any previous acts, steps or omissions resulting from its own gross negligence, bad faith or willful misconduct as set forth in Section 5.

Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

7.Notices.  All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery if delivered personally, or on the date of receipt if delivered by facsimile, nationally recognized overnight courier, mailed by registered or certified mail, postage prepaid and return receipt requested, addressed as follows:

Escrow Agreement

5

If to Chardan or DAL, addressed to:

Chardan 2008 China Acquisition Corp.

c/o Chardan Capital, LLC

474 Three Mile Road

Glastonbury, CT 06033

Attn:  Dan Beharry

Facsimile:  (281) 644-5751

email:  dbeharry@chardancapital.com

with a copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum

Facsimile:  212-407-4990

email: mnussbaum@loeb.com

If to Sellers, addressed to:

Law Offices of David J. Stern, P.A.

900 South Pine Island Road

Suite 400

Plantation, FL  33324

Attn: David J. Stern, Esq.

Facsimile:  954-233-8444

email:  djstern@att.blackberry.net

with a copy to:

Dykema Gossett PLLC

400 Renaissance Center

Detroit, MI  48234

Attn: Thomas Vaughn

Facsimile:  313-568-6915

email: tvaughn@dykema.com

If to the Escrow Agent:

U.S. Bank National Association

535 Griswold Street, Suite 550

Detroit, MI  48226

Attn: James Kowalski

Facsimile: 313-963-9428

email: james.kowalski@usbank.com

The addresses indicated for any party may be changed by similar written notice.

Escrow Agreement

6

8.Entire Agreement.  This Agreement constitutes the entire understanding among the parties hereto as to the subject matter of this Agreement and no waiver or modification of the terms of this Agreement shall be valid unless in writing and signed by Sellers, the Chardan Indemnified Parties and the Escrow Agent and only to the extent specifically set forth in writing.

9.Continuance of Agreement.  This Agreement shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.

10.Applicable Law.  This Agreement shall be governed by and construed under and pursuant to the internal laws of the State of Florida without regard to its conflict of laws principles.

11.Joint Direction.  Any other provision of this Agreement to the contrary notwithstanding, Sellers and the Chardan Indemnified Parties may jointly direct the Escrow Agent, in writing, to perform any action contemplated by this Agreement, and, upon receipt of such joint direction, the Escrow Agent shall act in compliance with such joint direction and be protected by this Agreement.

12.Headings and Sections.  Unless otherwise indicated, all references in this Agreement to “Sections” and “Schedules” refer to the sections and schedules of this Agreement.  The section headings and titles appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement or the interpretation hereof.

13.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  One or more counterparts of this Agreement may be delivered by facsimile or e-mail, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart.

14.Invalid Clause.  If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

15.Tax Matters.

(a)The Escrow Agent shall not be responsible for the preparation or filing of any tax return with respect to the Escrow Fund.  Sellers shall be responsible for payment of all taxes that are payable with respect to any income or interest earned by the Escrow Fund, whether or not the income or interest was distributed by the Escrow Agent during any particular year, or ever will be so distributed by the Escrow Agent, or was used for expenses, as provided for in Section 2(b).  The Escrow Agent shall not have any obligation to pay any taxes or estimated taxes.  Sellers will provide the Escrow Agent with the respective taxpayer identification numbers of Sellers documented by an appropriate I.R.S. Form W-9 (or W-8 if applicable) following execution of this Agreement.  Failure to provide such forms may prevent or delay disbursements to Sellers from the Escrow Fund and may also result in the assessment of a penalty and the Escrow Agent being required to withhold tax on any interest or other income earned by the Escrow Fund.  Any payments of income or interest on the Escrow Fund will be subject to applicable withholding regulations then in force in the United States or any other jurisdiction as applicable.  At the request of Sellers the Escrow Agent will provide Sellers with any information reasonably requested by them and available to the Escrow Agent which may be helpful in satisfying any tax obligation relating to the interest relating to the Escrow Fund.

Escrow Agreement

7

(b)If required, the Escrow Agent will report to the Internal Revenue Service, as of the end of each calendar year-end, all interest or income earned from the investment of any sum held as part of the Escrow Fund against Sellers, whether or not said interest or income has been distributed during such year, as and to the extent required by law.

Customer Notice Required by the USA Patriot Act

To help the US government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (whether an individual or organization) for which a relationship is established.

When an escrow account is opened, the Escrow Agent will ask you to provide certain information (and documents) that will help identify you and your organization.  The Escrow Agent will ask for your organization’s name, physical address, tax identification or other government registration number and other information that will help identify you.  The Escrow Agent may also ask for the Articles of Incorporation or similar document or other pertinent identifying documentation for your type of organization.

16.Legal Identification.                                           Sellers and the Chardan Indemnified Parties agree to disclose certain identification information including the legal name of each Seller and each of the Chardan Indemnified Parties, and their respective addresses, types of legal entity and tax identification numbers on I.R.S. Form W-9 or W-8, if applicable.

17.Authorized Representatives.                                                      Sellers and the Chardan Indemnified Parties hereby appoint the individuals, whose names and specimen signatures appear on Schedule D, as their respective Authorized Representatives. Any single Authorized Representative, of any of Sellers or the Chardan Indemnified Parties is hereby expressly authorized to give binding written direction to the Escrow Agent or to each other as to any matter related to this Agreement. Schedule D may be supplemented from time to time to reflect any change in the identities of such Authorized Representatives.

18.Call Back.                      In the event federal wire transfer instructions are given, whether in writing, e-mail, facsimile transmission or otherwise, the Escrow Agent is authorized to seek confirmation of such wire instructions by telephone call back to the person or persons designated on Schedule E and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated.

[Signatures are on the following page.]

Escrow Agreement

8

The parties have duly executed this Escrow Agreement as of the date first written above.

CHARDAN INDEMNIFIED PARTIES		SELLERS
DAL Group, LLC		Law Offices Of David J. Stern, P.A.
By:           FlatWorld DAL LLC, its Member		By:
		Name:	David J. Stern
By:	Nagina Engineering Investment Corp., its Member	Title:	President
By:
Name	Raj K. Gupta
Title	President

Chardan 2008 China Acquisition Corp.		Professional Title And Abstract Company Of Florida, Inc.
By:		By:	/s/
	Kerry Propper	Name:	David J. Stern
	Chief Executive Officer	Title:	President
			Default Servicing, Inc.
		By:
		Name:	David J. Stern
		Title:	President
	ESCROW AGENT
	U.S. Bank National Association
By:
Name:	James Kowalski
Title:	Vice President - Account Manager

Escrow Agreement

9

EX-4.7

Exhibit 4.7

STERN EMPLOYMENT AGREEMENT

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”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Employment.  Chardan and the Companies shall each employ Executive, and Executive hereby accepts employment with each of Chardan and the Companies, upon the terms and conditions set forth in this Agreement, for the period beginning on the date of this Agreement and ending as provided in Section 5 of this Agreement (the “Employment Period”).

2.Defined Terms.

(a)An “Affiliate” is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(b)“Base Salary” is defined in Section 4(a).

(c)“Base Salary Severance Benefit” is defined in Section 6(a).

(d)“Base Salary Severance 409A Cap” means two (2) times the lesser of: (I) the maximum dollar amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s employment is terminated or (II) the sum of Executive’s annualized compensation based upon the annual rate of pay for services to the Companies and Chardan for the taxable year prior to the taxable year in which Executive’s termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not terminated).

(e)The “Boards” means, collectively, the Board of Managers of DAL and Chardan’s Board of Directors, and each are individually referred to in this Agreement as a “Board.”

(f)“Cause” means the occurrence of any of the following events, as determined by both Boards in good faith:

(g)Executive’s theft, material act of dishonesty or fraud, or intentional falsification of any records of Chardan, any Company or their Affiliates;

(i)Executive’s material breach of (A) this Agreement or any of the Companies’ written policies applicable to Executive; (B) the Confidentiality Agreement; (C) any other agreement with Chardan, any Company or their Affiliates (1) covering the use or disclosure of confidential or proprietary information of Chardan or the Companies or their Affiliates, customers or clients, (2) covering ownership of intellectual property or restrictions on competition or (3) regarding solicitation of employees or agents; in each case, after written notice is delivered identifying the breach, and such breach is not cured within thirty (30) days following receipt of such notice;

(ii)Executive’s fraudulent activities, gross negligence or willful misconduct in the performance of Executive’s assigned duties (but not mere unsatisfactory performance);

(iii)Executive’s conviction (including plea of guilty or nolo contendere) of a crime involving (A) imprisonment or (B)  theft, dishonesty, fraud or moral turpitude;

(iv)Executive terminates his position or employment at one or more of Chardan or the Companies, but not all such entities, except if otherwise agreed by the Boards or required by applicable law, including, but not limited to, the Rules Regulating the Florida Bar; or

(v)Processing terminates the Services Agreement between Processing and DJS, as a result of a material breach of the Services Agreement by DJS.

(h)“Change in Control”  shall be deemed to have occurred upon the occurrence of any of the following events:

(i)A merger involving Chardan in which Chardan is not the surviving company if, following the merger, the shareholders of Chardan immediately prior to the merger do not own more than fifty percent (50%) of the total voting power of the surviving company;

(ii)A share exchange in which the shareholders of Chardan exchange their shares in Chardan for shares of another corporation, provided, that such share exchange shall result in the exchange of more than fifty percent (50%) of the total fair market value or total voting power of Chardan shares outstanding before such share exchange for shares of another corporation, if, following the share exchange, the shareholders of Chardan immediately prior to the share exchange do not own more than fifty percent (50%) of the total voting power of such other corporation following the share exchange;

(iii)A sale of all or substantially all of the assets of Chardan, except to an Affiliate, in which case the Affiliate shall thereafter be deemed to be a Company for purposes of the definition of “Change in Control,” and except if, following the sale, the shareholders of Chardan immediately prior to the sale own more than fifty percent (50%) of the voting power, directly or indirectly, of the acquiring company;

2

(iv)Any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than Executive or any Affiliate of Executive or any employee benefit plan or employee benefit trust benefiting the employees of the Company) becoming a beneficial owner, directly or indirectly, of securities of Chardan representing more than fifty percent (50%) of either the total fair market value of Chardan’s securities, or the combined voting power of Chardan’s then outstanding voting securities;

(v)A merger or share exchange involving either of the Companies, if (a) following the transaction, the Company is no longer an Affiliate of Chardan and (b) following the transaction, the shareholders of Chardan immediately prior to the merger or share exchange do not own more than fifty percent (50%) of the total voting power, directly or indirectly, of the surviving or acquiring company;

(vi)A sale by the Companies of all or substantially all of their assets, except to an Affiliate, in which case the Affiliate shall thereafter be deemed to be a Company for purposes of the definition of “Change in Control”, if, following the sale, the shareholders of Chardan immediately prior to the sale do not own more than fifty percent (50%) of the total voting power, directly or indirectly, of the acquiring company; or

(vii)Either Company is no longer an Affiliate of Chardan, if, following the applicable transaction, the shareholders of Chardan immediately prior to the transaction do not own more than fifty percent (50%) of the total voting power of the company that owns such entity.

Notwithstanding any other provision in this Agreement, to the extent that any payment subject to Code Section 409A is payable upon a Change in Control, an event shall not be considered to be a Change in Control under this Agreement with respect to such payment unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of either Company or Chardan, in each case, within the meaning of Code Section 409A.

(i)“Chardan” is defined in the preamble.

(j) “Code” means the Internal Revenue Code of 1986, as amended.

(k)“Code Section 409A” means Code Section 409A and the guidance issued thereunder.

(l)“Code Section 457A” means Code Section 457A and the guidance issued thereunder.

(m)“Company” and “Companies” are defined in the preamble.

3

(n)“Confidentiality Agreement” means that certain Confidentiality and Noncompetition Agreement among Executive, DJSP, Processing and Chardan, dated as of the date of this Agreement.

(o)“DAL” is defined in the preamble.

(p)“Disability” means Executive’s substantial inability to perform Executive’s duties for such period as would qualify Executive for benefits under the long-term disability insurance policy provided to Executive by DJS or one of the Companies or, if no such policy is provided, Executive’s disability which prevents Executive from performing, with or without a reasonable accommodation, substantially all of the duties assigned to Executive for a continuous period exceeding six (6) months.  The determination of Disability shall be made by a medical board-certified physician mutually acceptable to Chardan, the Companies and Executive (or Executive’s legal representative, if one has been appointed), and if the parties cannot mutually agree to the selection of a physician, then each party shall select such a physician and the two physicians so selected shall select a third physician who shall make such determination.

(q)“DJS” is defined as the Law Offices of David J. Stern, P.A.

(r)“Employee Benefit Plan Payment” is defined as benefits, if any, due to Executive or Executive’s estate, surviving dependents or designated beneficiaries under the employee benefit plans and programs and compensation plans and programs (excluding this Agreement) maintained for the benefit of the officers and employees of the Companies or Chardan in which Executive participated at Executive’s termination date, to be paid at the same time and on the terms and conditions applicable under the relevant plan; provided, that Executive shall not accrue any additional benefit under any such employee benefit plans and programs and compensation plans and programs maintained by the Company and Chardan following the date of Executive’s termination of employment.

(s)“Employment Period” is defined in Section 1.

(t)“Executive” is defined in the preamble.

(u)“Good Reason”  means the occurrence of any of the following events without Executive’s written consent, if Executive terminates employment within thirty (30) days following the end of Chardan and the Companies’ cure period set forth in, and subject to the requirements of, Section 6(b) of this Agreement:

(i)material diminution in Executive’s position, duties, responsibilities or status with Chardan and the Companies (except as provided in the DAL Amended and Restated Limited Liability Company Agreement), in each case after written notice is delivered identifying the breach;

(ii)any diminution in Executive’s Base Salary then in effect, which reduces such Base Salary by five percent (5%) or more, unless a greater reduction is required by Code Section 409A to constitute an “involuntary separation from service” or unless such reduction occurs in connection, and on a proportionate basis, with a general decrease in executive compensation at Chardan and the Companies, but in no event may the total reductions in Base Salary be twenty-five percent (25%) or more of the highest level of Base Salary in effect during the term of this Agreement without triggering this provision; or

4

(iii)Chardan and the Companies’ material breach of any provision in this Agreement after written notice is delivered identifying the breach.

(v)“Good Reason Notice” is defined in Section 6(b).

(w)“Release” is defined in Section 6(a).

(x)“Partial Termination” means termination of Executive’s position or employment by one or more of Chardan or the Companies, other than a termination of Executive’s position or employment by all of Chardan and the Companies.

(y)“Processing” is defined in the preamble.

(z)“Severance Benefit” is defined in Section 6(a)

(aa)“Severance Period” is defined in Section 6(a).

3.Position and Duties.

(a)During the Employment Period, Executive shall serve as Chairman of the Board, if approved by the Boards, and the President of each of DAL, Processing, and Chardan and shall have the normal duties, responsibilities, functions and authority of the president and chief executive officer of a company incorporated under the laws of Delaware and as set forth in the organizational documents of Chardan and each Company, and such other duties, responsibilities, functions and authority as the Boards of such entities may direct.

(b)Executive shall report to the Boards.  Executive shall allocate his business time and attention relating to the Companies, Chardan and DJS among such companies as he may determine in his reasonable business judgment.

(c)During the Employment Period, Executive shall be responsible for directing Processing’s performance of its obligations under that certain Services Agreement with DJS, including, but not limited to, having authority to direct Processing to establish internal policies and procedures designed to provide reasonable assurance that Processing’s employees (i) act in a way compatible with the Rules Regulating the Florida Bar; (ii) work under the direction and supervision of an attorney for work requiring such direction and supervision; (iii) maintain the confidentiality of the confidential and privileged information of DJS’ clients; and (iv) perform services in accordance with the requirements of the Services Agreement.  In the event that DJS provides notice of a default by Processing under the Services Agreement, the Board of Processing may appoint a Committee of independent members of the Board of Processing to direct Processing’s activities in response to such notice and suspend Executive’s responsibilities relating thereto pending the resolution of such default.

5

(d)Chardan and the Companies shall not relocate Executive’s principal place of employment more than fifty (50) miles from Executive’s then current place of employment, unless approved by Executive or unless the relocation is in connection with a change in the Companies’ offices recommended by Executive.

4.Compensation and Benefits.

(a)Commencing on the date of this Agreement and throughout the Employment Period, Executive’s aggregate base salary shall be four hundred thirty-one thousand five hundred dollars ($431,500) per annum and shall be reviewed annually for discretionary adjustment, if any, by the Compensation Committee of the Board of Chardan (as modified from time to time, the “Base Salary”).  The Base Salary shall be payable to Executive by Processing in regular installments in accordance with Processing’s general payroll practices (in effect from time to time).

(b)During the Employment Period, Executive shall not be entitled to participate in employee benefit programs for which executives of Chardan, DAL, or Processing are generally eligible, except as otherwise determined by the Board of Chardan.

(c)During the Employment Period, Chardan, DAL and Processing shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Chardan’s, DAL’s and Processing’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Chardan’s, DAL’s and Processing’s requirements with respect to reporting and documentation of such expenses.  Executive shall submit requests for reimbursement under this Section 4(c) within sixty (60) days after incurring an expense permitted under this Section 4(c) and, to the extent that such expense is determined to be a reasonable business expense under this Section 4(c) by the employer from who Executive is seeking reimbursement, Executive shall be reimbursed within sixty (60) days following Executive submitting such expense.

(d)During the Employment Period, Executive shall be eligible to receive bonuses, as determined by the Board of Chardan in its sole discretion, payable at the time set forth in the applicable bonus program but no later than the fifteenth (15th) day of the third (3rd) month following the year in which the bonus is no longer subject to a “substantial risk of forfeiture” (as defined under Code Section 409A); provided that in no event may Executive’s bonus be greater than 100% of Executive’s base salary.  Any bonus shall be limited to amounts which constitute “performance-based compensation” under Code Section 162(m) and which are fully deductible by the Company.

(e)From the date hereof until the first anniversary of this Agreement, and for every one-year period thereafter during the Employment Period, Executive shall be entitled to take reasonable vacation time, but in no event less than the amount of time allowed to other Company executives, and paid time off (“PTO”) in accordance with Company policy in effect from time to time, with no carryover of unused vacation time from one year to the next.  All vacation and PTO are accrued and available for use in accordance with applicable Company policy.

6

(f)In addition to the Base Salary, Executive shall be eligible to participate in Chardan’s equity incentive plans as determined by Chardan and DAL’s Board from time to time.  Grants under such equity incentive plans shall be governed by separate form agreements applicable to all participants in those plans.

5.Term.

(a)The Employment Period shall begin on the date of this Agreement and end on January 15, 2015, subject to earlier termination (i) by reason of Executive’s death or Disability, (ii) by Chardan and both Companies at any time for Cause, (iii) by Chardan and both Companies at any time without Cause, or (iv) by Executive for Good Reason, and in the case of (iv) pursuant to written notice to Chardan and each Company.

In the event that Executive terminates this Agreement without Good Reason during any portion of the Employment Period during which a majority of the members of the Chardan Board of Directors consist of persons designated or nominated by Executive or his Affiliates (or Executive has been provided the opportunity to designate or nominate a majority of the members of the Chardan Board of Directors and has declined to do so), except a termination resulting from Executive’s death or disability or as required by applicable law, including, but not limited to, the Rules Regulating the Florida Bar, Executive shall be liable for any resulting damages to Chardan and the Companies, up to an amount equal to the greater of (i) the value as of the date of this Agreement of one half of (A) the DAL Common Units acquired by Executive or his Affiliates and (B) the DAL Common Units received upon the conversion of each tranche of the Series B Preferred Units acquired by Executive or his Affiliates and (ii) thirteen million five hundred thousand dollars ($13,500,000.00).  If Executive has terminated his employment resulting in damages as provided in the prior sentence, any such damage award owed by Executive to Chardan or the Companies must first be collected from Chardan Ordinary Shares or DAL Common Units held by Executive or, at Executive’s option, cash, or a combination thereof.  For purposes of this Section 5(a), each Chardan Ordinary Share and DAL Common Unit shall be valued at Market Price (as defined in the Amended and Restated Limited Liability Company Agreement of DAL and, as to a DAL Common Unit, shall be the Market Value of a Chardan Ordinary Share) on the Closing Date.

(b)The Employment Period shall not end as a result of a Partial Termination; provided, however, that if a Partial Termination occurs, Executive shall be permitted to terminate his employment with the remaining entities.  Executive’s voluntary termination of his position or employment with any one of Chardan or the Companies without a simultaneous termination of Executive’s position or employment at each of Chardan and the Companies, except if otherwise agreed by the Boards or required by applicable law, including, but not limited to, the Rules Regulating the Florida Bar, shall be grounds for a for Cause termination of Executive’s employment.

7

6.Severance Benefit.

(a)Termination of Employment Period without Cause or for Good Reason.  If the Employment Period is terminated by Executive for Good Reason or by Chardan and the Companies for any reason other than death, Disability or Cause, provided in each case that such termination constitutes a “separation from service” as defined in Code Section 409A, and upon Executive’s execution (without revocation) and delivery to Chardan and the Companies of a release (in the form attached hereto as Exhibit I) (the “Release”) within twenty-one (21) days following the date of Executive’s termination of employment, Executive shall be entitled to receive from Processing:

(i)earned but unpaid Base Salary through the date of Executive’s termination payable in accordance with normal payroll practices but in no event commencing later than thirty (30) days following the date of Executive’s termination of employment;

(ii)continuation of Executive’s current Base Salary, as in effect at the time of termination, payable in the same manner and in accordance with existing payroll practices as Executive’s Base Salary was paid prior to Executive’s termination of employment, beginning as soon as possible after the effective date of the Release, but no later than thirty (30) days following the date of Executive’s termination of employment, for a period of three (3) years following the termination date (the “Severance Period”) (the benefit provided for under this Section 6(a)(ii) shall be referred to as the “Base Salary Severance Benefit”); provided, that if Executive is a “specified employee” (as defined under Code Section 409A) on the date of Executive’s termination of employment, such Base Salary Severance Benefit shall be bifurcated to the extent necessary to provide Executive with the following: (A) for payments of Base Salary Severance occurring during the first six (6) months following Executive’s termination date, an aggregate payment not to exceed the Base Salary Severance 409A Cap and (B) to the extent Executive’s Base Salary Severance Benefit is limited by operation of the Base Salary Severance 409A Cap, any amounts of the Base Salary Severance Benefit limited by operation of the Base Salary Severance 409A Cap shall be paid pursuant to Section 6(e) of this Agreement.  The payment of the amount of the Base Salary Severance Benefit which does not exceed the Base Salary Severance 409A Cap is intended to be made pursuant to a “separation pay plan due to involuntary separation from service” pursuant to Treas. Reg. Section 1.409A-1(b)(9)(iii);

(iii)payment of all accrued, but unused, vacation days, payable in a lump sum payment no later than the thirtieth (30th) day following the termination date;

(iv)provided that such payment shall constitute “performance-based compensation” under Code Section 162(m), payment of the bonus Executive would have been entitled to in the year Executive’s employment is terminated, if as of Executive’s termination date the applicable performance goals had already been met, payable at the time set forth in the applicable bonus program but no later than the fifteenth (15th) day of the third (3rd) month following the year in which Executive’s employment is terminated; and

8

(v)any Employee Benefit Plan Payment.

The payments and benefits under Sections 6(a)(ii), (iii) and (iv) of this Agreement shall be referred to as the “Severance Benefit.”

(b)Termination of Employment Period for Good Reason.  If Executive believes that Executive has grounds for termination for Good Reason, Executive shall provide written notice of the existence of the condition constituting Good Reason to Chardan and each Company within ninety (90) days of the date that the condition arises (the “Good Reason Notice”) and shall provide Chardan, DAL or Processing, as the case may be, with a period of not less than thirty (30) days in which to cure the condition and during such cure period Processing shall not be required to pay the Severance Benefit associated with a termination for Good Reason.  The submission of such written notification by Executive shall not constitute Cause for Chardan or either Company to terminate Executive.

(c)Termination of Employment Period for Cause or by Executive Without Good Reason.  If the Employment Period is terminated by Chardan and the Companies for Cause, or by Executive’s voluntary termination of employment (other than a termination for Good Reason), Executive shall receive the following from Processing: (i) earned but unpaid Base Salary through the date of Executive’s termination of employment payable in accordance with normal payroll practices but in no event commencing later than thirty (30) days following the date of Executive’s termination of employment, (ii) accrued but, unused vacation, days payable in a lump sum no later than the thirtieth (30th) day following the termination date and (iii) any Employee Benefit Plan Payment.

(d)Termination of Employment Period – Death or Disability. If the Employment Period is terminated due to Executive’s death or Disability, Executive (or, if applicable, his estate or representative) shall receive the following from Processing: (i) earned but unpaid Base Salary through the date of Executive’s termination payable in accordance with normal payroll practices but in no event later than thirty (30) days following the date of Executive’s termination of employment, (ii) payment for all accrued but unused vacation days, payable in a lump sum no later than the thirtieth (30th) day following the termination date, and (iii) any Employee Benefit Plan Payment.

(e)Special 6-Month Delay Rule for Severance Benefit.  Notwithstanding the foregoing, if at the time of termination Executive constitutes a “specified employee” (as defined under Code Section 409A), commencing on the date that Executive is terminated, in connection with the Severance Benefit, Executive shall receive from Processing: (i) the amount not in excess of the Base Salary Severance 409A Cap and the benefits that are excepted from compliance with Code Section 409A according to the terms of this Agreement or other plans or arrangements covering such

9

payments and (ii) the remaining payments in excess of the Base Salary Severance 409A Cap and the benefits not excepted from Code Section 409A shall be suspended for a six-month period beginning on the date of Executive’s termination of employment and paid by Processing in a lump sum payment upon the earlier of (A) the first day of the seventh (7th) month following Executive’s termination of employment or (B) the date of Executive’s death, with any remaining payments occurring on their regularly scheduled payment dates.  Any payments, including amounts suspended under Code Section 409A, made later than ten (10) days following the date of Executive’s termination (or applicable due date under this Section 6) for whatever reason, shall include interest at a then reasonable money market rate, which shall begin accruing on the tenth (10th) day following the date of Executive’s termination (or applicable due date under this Section 6).

(f)If the Employment Period is terminated within two (2) years following a Change in Control, or if a Change in Control occurs before the payment of the full Severance Benefit has been made, any then remaining unpaid Severance Benefit shall be accelerated and be paid to Executive by Processing in a lump sum within ninety (90) days following the Change in Control.

7.No Mitigation or Duty to Seek Reemployment.  Executive shall be under no duty or obligation to seek or accept other employment after termination and shall not be required to mitigate the amount of any payments provided for by this Agreement by seeking employment or otherwise.  The Severance Benefit shall not be reduced or suspended if Executive accepts other employment.

8.Survival.  Sections 6 through 22 (other than Sections 16 and 19) shall survive and continue in full force and effect in accordance with their terms notwithstanding the termination of the Employment Period.

9.Severability.  If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or circumstance shall be adjudged to any extent invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction or an arbitration tribunal, such provision shall be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.  To the extent this Agreement is in violation of any applicable laws, the parties shall negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to applicable laws.  None of the parties to this Agreement shall claim or assert illegality as a defense to the enforcement of this Agreement or any provision hereof.

10.Complete Agreement.  This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

10

11.Enforcement.  In the event any party to this Agreement resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover the costs and expenses of such action so incurred, including reasonable attorney’s fees.

12.Effectiveness.  The parties may execute this Agreement in separate counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  To the extent signed and delivered by means of a facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), this Agreement shall be treated in all manners and respects and for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person.  None of the undersigned shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that such signature was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the enforceability of this Agreement and each of the undersigned forever waives any such defense.

13.Successors and Assigns.  This Agreement will be binding upon and inure to the benefit of Chardan and each Company and any successor to any of them (to which this Agreement may be assigned), including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of Chardan or either Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed Chardan or a Company, as the case may be, for the purposes of this Agreement).  This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise will not otherwise be assignable, transferable or delegable by Executive.

14.Governing Law; Venue; Jurisdiction.  This Agreement, and all matters arising under or related hereto, shall be governed according to the laws of the State of Florida, without respect to its conflict of law principles.  Each party hereby consents to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America in the County of Broward for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suits or proceeding relating thereto except in such courts).

15.Amendment of Agreement.  This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.  The parties agree that this Agreement may be amended to comply with applicable law, including, but not limited to, Code Section 409A and Code Section 457A.

16.Insurance.  The Companies may, at their discretion, apply for and procure in their own name and for their own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable.  Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

11

17.Executive’s Cooperation.  During the Employment Period and thereafter, Executive shall cooperate with Chardan and each Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Chardan or a Company (including, without limitation, Executive being available to Chardan and each Company upon reasonable notice for interviews and factual investigations, appearing at the request of Chardan or either Company to give testimony without requiring service of a subpoena or other legal process, volunteering to Chardan or either Company all pertinent information and turning over to Chardan or either Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments).  In the event Chardan or either Company requires Executive’s cooperation in accordance with this Section 17 after the end of the Employment Period, Chardan or such Company, as the case may be, shall pay Executive a per diem reasonably determined by the relevant Board and reimburse Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

18.Code Section 409A and Code Section 457A.  It is intended that the payments under this Agreement shall be exempt from or in compliance with Code Section 409A and, to the extent applicable, Code Section 457A, and Chardan and each Company reserves the right to amend the terms of the Agreement if necessary either to exempt the payments or comply with Section 409A and, to the extent applicable, Code Section 457A.  However, in no event shall the Companies or Chardan be responsible for any tax or penalty owed by Executive or Executive’s spouse or beneficiary, with regard to any benefit provided for under this Agreement.

19.Tax Withholding.  Chardan and/or any Company may withhold amounts from any payments made to Executive under this Agreement to satisfy all applicable Federal, State, local or other income (including excise) and employment withholding taxes.  In the event Chardan and each Company fails to withhold such sums for any reason, or withholding is required for any non-cash payments provided in connection with any benefits paid to Executive pursuant to this Agreement, Chardan or any Company may require Executive to promptly remit to Chardan or a Company sufficient cash to satisfy all applicable income and employment withholding taxes.

20. Excess Parachute Payments.  It is the intent of the parties hereto that no amount payable pursuant to the terms of this Agreement shall cause any payment or transfer by the Companies or Chardan for the benefit of Executive, whether paid or payable (or transferred or transferable) pursuant to the terms of this Agreement or otherwise (a “Payment”), to be subject to taxation under Code Section 4999 as an “excess parachute payment” as defined in Code Section 280G.  To the extent that it is determined that a Payment constitutes an “excess parachute payment,” the Payment will be reduced to the highest amount permissible under Code Sections 280G and 4999 as necessary to prevent Executive from becoming subject to the excess parachute payment excise tax under Code Section 4999 and as necessary to prevent the Companies or Chardan from losing all or part of its compensation deduction for such payment to the extent such deduction is applicable.

12

21.Construction.

(a)All references in this Agreement to “Sections” and “Exhibits” refer to the Sections and exhibits of this Agreement.  The Section headings and titles appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such Section or in any way affect this Agreement or the interpretation hereof.

(b)All references to “$” or “dollars” will be to United States dollars and all references to “days” will be to calendar days unless otherwise specified.

(c)As used in this Agreement, neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.

(d)The words “hereof”, “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement.

(e)The word “including” when used herein is not intended to be exclusive and means “including, but not limited to.”  The word “or” when used herein is not intended to be exclusive unless the context clearly requires otherwise.

(f)The exhibits hereto will be deemed to be incorporated in and an integral part of this Agreement.

(g)All provisions of this Agreement have been mutually negotiated and drafted.  The provisions of this Agreement will be interpreted and construed in accordance with their fair meanings, and not strictly for or against any party, regardless of which party may have drafted this Agreement or any specific provision.

22.Directors’ and Officers’ Insurance.  During the Employment Period and for six (6) years thereafter, Chardan and each Company agrees to maintain directors’ and officers’ insurance covering Executive on the same terms as it maintains such insurance for the benefit of any other director or officer (or any former director or officer) of Chardan or either Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

[SIGNATURE PAGE FOLLOWS]

13

DAL GROUP, LLC
By:  FLATWORLD DAL LLC, its Member
By:  NAGINA ENGINEERING INVESTMENT         CORP., its Member
By:	_________________________________________
	Raj K. Gupta
	President
DJS PROCESSING, LLC
By:	_________________________________________
	David J. Stern
	President
CHARDAN 2008 CHINA ACQUISITION CORP.
By:	_________________________________________
	Kerry Propper
	Chief Executive Officer
	_________________________________________
	DAVID J. STERN

14

EXHIBIT I

[date]

Dear Mr. Stern:

This letter will confirm the agreement between you and Chardan 2008 China Acquisition Corp. (“Chardan”), DAL Group, LLC (“DAL”), DJS Processing LLC (“Processing”) and their Affiliates, (each a “Company” and collectively referred to herein as the “Companies”) as follows:

1.           Separation from the Company.

By signing this letter agreement you acknowledge that the termination of your employment with the Company will be effective on ____________ (the “Separation Date”).  As of the Separation Date, you will cease to be an employee of any Company, and you will no longer be required to fulfill any of the duties and responsibilities associated with your positions.  In addition, your Employment Agreement dated January 15, 2010 among you, Chardan, Processing and DAL (the “Employment Agreement”) will terminate as of the Separation Date, except as otherwise provided therein.  You further agree that, as of the later of Separation Date or the end of the Initial Period (as defined in the Voting Agreement dated January 15, 2010 between Chardan, others and you), you hereby resign from any position on any Board (as defined in the Employment Agreement) of the Companies.

2.           Severance Benefits.

In exchange for your execution of this letter agreement, including the Release in Section 3 and your continued compliance that certain Confidentiality and Noncompetition Agreement dated as of January 15, 2010 between you and the Companies (the “Confidentiality Agreement”), the Companies agrees to provide you with the “Severance Benefits” as defined in Section 6(a) of the Employment Agreement. Such Severance Benefits will not be provided until this letter agreement becomes effective and enforceable, and, subject to such condition, such Severance Benefits shall be payable no later than the time frames set forth in Section 6(a) of the Employment Agreement.  Such Severance Benefits shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its Affiliates.  You understand that the Severance Benefits provided to you represent consideration for signing this letter agreement and are not salary, wages or benefits to which you were already entitled.  You also acknowledge and represent that you have already received everything (including, without limitation, all compensation, benefits and any other payment or form of remuneration of any kind) to which you were entitled by virtue of your employment relationship with each Company through the Separation Date.

Ex. 1-1

3.           Release by You.

(a)           You (for yourself, your heirs, assigns or executors) release and forever discharge each Company, its Affiliates (as defined below), successor and assigns, and each of their respective directors, officers, members, agents, shareholders, employees attorneys and representatives (collectively, the “Company Entities”) from any and all claims, suits, demands, causes of action, contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees, liabilities of whatever kind or nature in law or equity, by statute or otherwise whether now known or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which have existed or may have existed, or which do exist, through the date this letter agreement becomes effective and enforceable, (“Claims”) of any kind, including, without limitation, those Claims which relate in any way to your employment with any Company or the termination of that employment, except those arising out of (i) the performance of this letter agreement, (ii) your rights under the employee benefit plans of any Company, (iii) your rights to accrued, unused vacation and PTO, (iv) your right to any indemnification by any Company pursuant to its articles of incorporation or organization, bylaws, operating agreement or limited liability company agreement, (v) your rights to coverage under any Company’s directors’ and officers’ insurance policy, (vi) your rights as a shareholder or member of any Company (to the extent you continue to own capital shares or membership interests in any Company following the execution of this Agreement), and (vii) your rights with respect to stock options or other similar equity-based incentives granted to you by any Company, as determined under the applicable plans and award agreements (to the extent such rights survive a termination of employment).  Such released claims include, without in any way limiting the generality of the foregoing language, any and all claims of employment discrimination under any local, state, or federal law or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended (which prohibits discrimination in employment based on age); Older Workers Benefit Protection Act of 1990 (“OWBPA”) (which also prohibits discrimination in employment based on age).

(b)           In signing this letter agreement you acknowledge that you intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied.  You expressly consent that this letter agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied.  You acknowledge and agree that this waiver is an essential and material term of this letter agreement and without such waiver the Companies would not have provided the Severance Benefits described in Section 2.  You further agree that in the event you bring your own Claim in which you seek damages against any Company, or in the event you seek to recover against any Company in any Claim brought by a governmental agency on your behalf, this release shall serve as a complete defense to such Claims.

Ex. 1-2

(c)           By signing this letter agreement, you acknowledge that you:

(i) have been given twenty-one days after receipt of this letter agreement within which to consider it;

(ii) have carefully read and fully understand all of the provisions of this letter agreement;

(iii) knowingly and voluntarily agree to all of the terms set forth in this letter agreement;

(iv) knowingly and voluntarily agree to be legally bound by this letter agreement;

(v) have been advised and encouraged in writing (via this letter agreement) to consult with an attorney prior to signing this letter agreement; and

(vi) understand that this letter agreement, including the Release, shall not become effective and enforceable until the eighth day following execution of this letter agreement, and that at any time prior to the effective day you can revoke this letter agreement by delivering written notice of such revocation to ___________ no later than the seventh day after your execution of this letter agreement..

4.           No Pending Lawsuits and No Assignment of Claims.  You represent and warrant that you have not filed any Claim, lawsuit or charge against any of the Company Entities that will not be discharged as a result of this letter agreement, except as otherwise provided in Section 4(a) of this letter agreement.  You hereby promise never to file a lawsuit asserting any Claims that you have released in Paragraph 3, above.  In addition, to the extent any such proceeding or charge may be brought by anyone (including the EEOC), you expressly waive any Claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action.  You further represent and warrant that you have not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm, corporation or entity any Claim or other matter herein released by you.  Notwithstanding the foregoing, nothing herein shall prohibit you from challenging the validity of the ADEA or OWBPA waiver herein; however, in the event you unsuccessfully do so, you may be held liable for the Company Entities’ attorney’s fees and costs to the same extent that successful defendants are allowed attorney’s fees under the ADEA and/or OWBPA.

5.           Consequences of Your Violation of Promises.  If you breach this letter agreement including, but not limited to, by filing, bringing or participating in any Claims or actions contrary to your agreements and representations made herein, including, but not limited to, those in paragraphs 3 and 5 above, in addition to any other rights and remedies the Companies may have, (i) you will immediately repay to the Companies all amounts received by you hereunder; (ii) you shall forfeit all rights to any and all future payments and benefits, if any, to be provided under this letter agreement; and (iii) you agree to pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Companies or any of the Company Entities in defending against such Claims or actions brought by you or on your behalf or in enforcing the terms of this letter agreement.  

Ex. 1-3

The preceding sentence shall not apply to any Claims that you file under ADEA or OWBPA or any challenge that you make to the validity of the ADEA or OWBPA waiver contained in this letter agreement.  In the event you unsuccessfully challenge the validity of the ADEA or OWBPA waiver herein, you may be held liable for the Companies' attorneys' fees and costs to the same extent that successful defendants are allowed attorneys' fees under the ADEA and/or OWBPA.

6.           Non-Disparagement.  You agree not to make, or cause to be made, any disparaging, negative or adverse remarks whatsoever, whether in public or private, and whether written, oral or otherwise, concerning any of the Company Entities or their respective businesses, products or services.  This paragraph does not apply to factual statements made in connection with legal proceedings, governmental and regulatory investigations and actions, and internal Company investigations or any other statement or disclosure required by law.

7.           Affiliates. An “Affiliate” of a Person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person.  “Person” includes a natural person, a trust or estate, a Company, partnership, limited liability company, or other legal entity.

8.           Code Section 409A and Code Section 457A. It is intended that the payments under this letter agreement shall be exempt from, or in compliance with, Code Section 409A and, to the extent applicable, Code Section 457A, and each Company reserves the right to amend the terms of this letter agreement if necessary either to exempt the payments or comply with Code Section 409A and, to the extent applicable, Code Section 457A.  However, in no event shall the Companies be responsible for any tax or penalty owed by Executive or Executive’s Spouse or beneficiary, with regard to any benefit provided for under the Employment Agreement.

9.           Additional Agreements. You further agree that as of the date hereof, you have returned to each Company any and all property, tangible or intangible, relating to its business, which you possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data bases and other data) and that you shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data bases or other data.

10.           Confidentiality of this Letter Agreement. The contents of this letter agreement, including but not limited to its financial terms, are strictly confidential. By signing this letter agreement you agree and represent that you will maintain the confidential nature of this letter agreement, except (a) to legal counsel, tax and financial planners, and immediate family who agree to keep it confidential, (b) as otherwise required by law, in which case you shall notify Processing in writing in advance of disclosure, and (c) as necessary to enforce this letter agreement.

Ex. 1-4

11.           No Transfer or Assignment. You and the Companies agree that no interest or right you have or any of your beneficiaries has to receive payment or to receive benefits under this letter agreement shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, except as required by law.  Nor may such interest or right to receive payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against you or your beneficiary, including for alimony, except to the extent required by law.

12.           No Admissions. This letter agreement shall not be construed as an admission of any wrongdoing by any Company, or its directors, officers, agents and employees.

13.           Complete Agreement. This letter agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.  Notwithstanding anything to the contrary contained herein, you acknowledge and agree that you remain bound by that certain Confidentiality Agreement.

14.           Amendment of Agreement.  This letter agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.  The parties agree that this Agreement may be amended to comply with applicable law, including but not limited to, Code Section 409A.

15.           Governing Law; Venue; Jurisdiction. This letter agreement, and all matters arising and/or related hereto, shall be governed according to the laws of the State of Florida, without respect to its conflict of laws principles.  Each party hereby consents to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America in the County of Broward for any actions, suits or proceedings arising out of or relating to this letter agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suits or proceeding relating thereto except in such courts).

16.           Severability.  If any one or more of the terms, provisions, promises, covenants or conditions of this letter agreement or the application thereof to any person or circumstance will be adjudged to any extent invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction or an arbitration tribunal, such provision will be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this letter agreement or their application to other persons or circumstances will not be affected thereby and will be valid and enforcement to the fullest extent permitted by law.  To the extent this letter agreement is in violation of any applicable laws, the parties shall negotiate in good faith to amend this letter agreement, to the extent possible consistent with its purposes, to conform to applicable laws.  Neither party shall claim or assert illegality as a defense to the enforcement of this letter agreement or any provision hereof.

17.           Effectiveness. The parties may execute this letter agreement in separate counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  To the extent signed and delivered by means of a facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), this letter agreement shall be treated in all manners and respects and for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person.  None of the parties shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that such signature was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the enforceability of this letter agreement and each of the parties forever waives any such defense.

Ex. 1-5

Please indicate your agreement by signing this letter and returning it to us on or before _______________.

Very truly yours,
CHARDAN 2008 CHINA ACQUISITION CORP.
By:	________________________________________
Its:
DAL GROUP, LLC
By:	________________________________________
Its:
DJS PROCESSING, LLC
By:	________________________________________
Its:

AGREED TO AND ACCEPTED BY:

_____________________________

David J. Stern

Dated:

Ex. 1-6

EX-4.8

Exhibit 4.8

CHARDAN 2008 CHINA ACQUISITION CORP.

2009 EQUITY INCENTIVE PLAN

Table of Contents

			Page
I GENERAL PROVISIONS				1
	1.1	Establishment		1
	1.2	Purpose		1
	1.3	Definitions		1
	1.4	Administration		7
	1.5	Participants		8
	1.6	Shares		8
	1.7	Repricing		9
	1.8	Code Section 409A		9
	1.9	Indemnification		10
II SHARE OPTIONS				10
	2.1	Grant of Options		10
	2.2	Incentive Share Options		10
	2.3	Option Price		11
	2.4	Payment for Option Shares		11
III SHARE APPRECIATION RIGHTS				12
	3.1	Grant of Share Appreciation Rights		12
	3.2	Exercise Price		12
	3.3	Exercise of Share Appreciation Rights		12
	3.4	Share Appreciation Right Entitlement		12
	3.5	Maximum Share Appreciation Right Amount Per Share		12
IV RESTRICTED SHARES AND UNITS				13
	4.1	Grant of Restricted Shares and Restricted Share Units		13
	4.2	Restricted Share Agreement		13
	4.3	Transferability		13
	4.4	Other Restrictions		13
	4.5	Voting Rights		14
	4.6	Dividends and Dividend Equivalents		14
	4.7	Settlement of Restricted Share Units		14
V PERFORMANCE AWARDS				15
	5.1	Grant of Performance Awards		15
	5.2	Terms of Performance Awards		15

i

Table of Contents

(Continued)

			Page
VI INCENTIVE AWARDS				16
	6.1	Grant of Incentive Awards		16
	6.2	Payment of Incentive Awards		16
VII CODE SECTION 162(m) PERFORMANCE MEASURE AWARDS				16
	7.1	Awards Granted Under Code Section 162(m)		16
	7.2	Attainment of Code Section 162(m) Goals		17
	7.3	Individual Participant Limitations		17
VIII DIRECTOR SHARE PURCHASE RIGHTS				18
	8.1	Eligibility		18
	8.2	Elections		18
	8.3	Purchase Price		18
	8.4	Termination of Services		18
	8.5	Non-Assignability		18
	8.6	Adjustments		18
	8.7	Rule 16b-3 Requirements		19
	8.8	Delivery of Shares; Rights Prior to Delivery of Shares		19
IX TERMINATION OF EMPLOYMENT OR SERVICES				19
	9.1	Options and Share Appreciation Rights		19
	9.2	Restricted Shares and Restricted Share Units		20
	9.3	Performance Awards		21
	9.4	Incentive Awards		21
	9.5	Other Provisions		21
X ADJUSTMENTS AND CHANGE IN CONTROL				22
	10.1	Adjustments		22
	10.2	Change in Control		25
XI MISCELLANEOUS				26
	11.1	Partial Exercise/Fractional Shares		26
	11.2	Rights Prior to Issuance of Shares		26
	11.3	Non-Assignability; Certificate Legend; Removal		27
	11.4	Securities Laws		28
	11.5	Withholding Taxes		28
	11.6	Termination and Amendment		29
	11.7	Effect on Employment or Services		29
	11.8	Use of Proceeds		29
	11.9	Repurchase Rights		29
	11.10	Severability		30
	11.11	Beneficiary Designation		30
	11.12	Unfunded Obligation		30
	11.13	Approval of Plan		30
	11.14	Governing Law		31

ii

CHARDAN 2008 CHINA ACQUISITION CORP.

2009 EQUITY INCENTIVE PLAN

(Effective January 11, 2010)

I           GENERAL PROVISIONS

1.1Establishment.  On December 10, 2009, the Board of Directors ("Board") of Chardan 2008 China Acquisition Corp. ("Corporation") adopted the Chardan 2008 China Acquisition Corp. 2009 Equity Incentive Plan (“Plan”).  The Plan was approved by shareholders at the Corporation's Shareholder Meeting on January 11, 2010.

1.2Purpose.  The purpose of the Plan is to (a) promote the best interests of the Corporation and its shareholders by encouraging Employees, Directors and Consultants of the Corporation and its Subsidiaries to acquire an ownership interest in the Corporation through the granting of share-based Awards, thus identifying their interests with those of shareholders, and (b) enhance the ability of the Corporation to attract and retain qualified Employees, Directors and Consultants.  It is the further purpose of the Plan to permit the granting of Awards that will constitute performance based compensation, as described in Code Section 162(m) and regulations promulgated thereunder.

1.3Definitions.  As used in this Plan, the following terms have the meaning described below:

(a)“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(b)“Agreement” means the written document that sets forth the terms of a Participant's Award.

(c) “Award” means any form of Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award, Director Share Purchase Right or other incentive award granted under the Plan.

(d)“Board” means the Board of Directors of the Corporation.

(e)“Change in Control” shall be deemed to have occurred upon the occurrence of any of the following events:

(i)A merger involving the Corporation in which the Corporation is not the surviving company if, following the merger, the shareholders of the Corporation immediately prior to the merger do not own more than fifty percent (50%) of the voting power of the surviving company;

1

(ii)A share exchange in which the shareholders of the Corporation exchange their shares in the Corporation for shares of another corporation, provided, that such share exchange shall result in the exchange of more than fifty percent (50%) of the total Fair Market Value or total voting power of the Corporation’s shares outstanding before such share exchange for shares of another corporation, if, following the share exchange, the shareholders of the Corporation immediately prior to the share exchange do not own more than fifty percent (50%) of the total voting power of such other corporation following the share exchange;

(iii)A sale of all or substantially all of the assets of the Corporation, except to an Affiliate or Subsidiary, in which case the Affiliate or Subsidiary shall thereafter be deemed to be the Corporation for purposes of the definition of “Change in Control”, and except if, following the sale, the shareholders of the Corporation immediately prior to the sale own more than fifty percent (50%) of the voting power, directly or indirectly, of the acquiring company;

(iv)Any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than officers or directors of the Corporation, or any employee benefit plan or employee benefit trust benefiting the employees of the Corporation) becoming a beneficial owner, directly or indirectly, of securities of Corporation representing more than fifty percent (50%) of either the total Fair Market Value of the Corporation’s securities, or the combined voting power of Corporation’s then outstanding voting securities;

(v)A merger or share exchange involving either DAL Group, LLC or DJS Processing, LLC, if (a) following the transaction, DAL Group, LLC or DJS Processing, LLC is no longer an Affiliate or Subsidiary of the Corporation and (b), following the transaction, the shareholders of the Corporation immediately prior to the transaction do not own more than fifty percent (50%) of the voting power, directly or indirectly, of the surviving or acquiring company;

(vi)A sale by either DAL Group, LLC or DJS Processing, LLC of all or substantially all of its assets, except to an Affiliate or Subsidiary, in which case the Affiliate or Subsidiary shall thereafter be deemed to be either DAL Group, LLC or DJS Processing, LLC for purposes of the definition of “Change in Control”, if, following the sale, the shareholders of the Corporation immediately prior to the sale do not own more than fifty percent (50%) of the voting power, directly or indirectly, of the acquiring company; or

(vii)Either DAL Group, LLC or DJS Processing, LLC is no longer an Affiliate or Subsidiary of the Corporation, if, following the applicable transaction, the shareholders of the Corporation immediately prior to such transaction do not own more than fifty percent (50%) of the voting power, directly or indirectly, of the company that owns such entity.

2

Notwithstanding any other provision in this Plan, to the extent that any payment subject to Code Section 409A is payable on a Change in Control, an event shall not be considered to be a Change in Control under the Plan with respect to such payment unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation, DAL Group, LLC or DJS Processing, LLC within the meaning of Code Section 409A.

(f) “Code” means the United States Internal Revenue Code of 1986, as amended.

(g)“Code Section 409A” means Code Section 409A and applicable guidance issued thereunder.

(h)“Code Section 457A” means Code Section 457A and applicable guidance issued thereunder.

(i)“Committee” means the compensation committee of the Board, or any other committee or sub-committee of the Board, designated by the Board from time to time, comprised solely of two or more Directors who are (i) "non-employee directors " (within the meaning of Rule 16b-3 promulgated under the Exchange Act); (ii) "outside directors" (within the meaning of Code Section 162(m)); and (iii) “independent directors” for purposes of the rules and regulations of the Stock Exchange (if applicable).  However, the fact that a Committee member shall fail to qualify under any of these requirements shall not invalidate any Award made by the Committee, if the Award is otherwise validly made under the Plan.  The members of the Committee shall be appointed by, and may be changed at any time and from time to time, at the discretion of the Board.

(j)“Common Shares” means the Corporation's authorized ordinary shares.

(k)“Consultant” means (i) a person engaged to provide consulting or advisory services (other than as an Employee or member of the Board) to the Corporation or Subsidiary, provided, that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Corporation from offering or selling securities to such person pursuant to the Plan in reliance on a Form S-8 Registration Statement under the Securities Act (“S-8 Eligible”) and (ii) an employee of any law firm that is a party to a services agreement with the Corporation or its Subsidiaries pursuant to which the Corporation or its Subsidiaries provide non-legal processing services to the law firm, whether or not such employee is S-8 Eligible; provided that such law firm employee provides services to the Corporation or its Subsidiaries and, provided further, solely with respect to an Option Award or Share Appreciation Right Award, the law firm employee is providing “direct services” (as described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E)(1)) to the Corporation or its Subsidiaries.

3

(l)“Corporation” means Chardan 2008 China Acquisition Corp., a British Virgin Islands business company incorporated with limited liability, or any successor hereto.

(m)“DAL Group, LLC” means DAL Group, LLC, a limited liability company organized under the laws of the State of Delaware.

(n)“Director” means an individual who has been elected or appointed to serve as a Director of the Corporation or any Subsidiary.

(o)“Director Fee Payment Date” shall mean each March 1, June 1, September 1 and December 1.

(p)“Director Share Purchase Right” means the entitlement of a Director to elect to purchase Common Shares in accordance with Article VIII of the Plan.

(q)“Disability” means total and permanent disability, as defined in Code Section 22(e); provided, however, that for purposes of a distribution event subject to Code Section 409A, “Disability” shall be defined under Code Section 409A.

(r)“Dividend Equivalent” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividend paid on one share of Common Shares for each Common Share represented by an Award held by such Participant.  Dividend Equivalents shall not be paid on Option or Share Appreciation Right Awards.

(s)“DJS Processing, LLC” means DJS Processing, LLC, a limited liability company organized under the laws of the State of Delaware.

(t)“Employee” means any person treated as an employee (including an officer or a member of the Board who is also treated as an employee) in the records of the Corporation or Subsidiary and, with respect to any Incentive Share Option, granted to such person, who is an employee of the Corporation or its Subsidiary for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.  The Committee shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be.  For purposes of an individual’s rights, if any, under the Plan as of the time of the Committee’s determination, all such determinations by the Committee shall be final, binding and conclusive, notwithstanding that the Committee or any court of law or governmental agency subsequently makes a contrary determination.

(u) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time and any successor thereto.

4

(v)“Fair Market Value” means for purposes of determining the value of Common Shares on the Grant Date, the Stock Exchange closing price of the Corporation's Common Shares for the Grant Date.  In the event that there are no Common Share transactions on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Share transactions.  Unless otherwise specified in the Plan, "Fair Market Value" for purposes of determining the value of Common Shares on the date of exercise means the Stock Exchange closing price of the Corporation's Common Shares on the last date preceding the exercise on which there were Common Share transactions.  If on the Grant Date, the Common Shares are not listed on a national or regional Stock Exchange or market system, the Fair Market Value of Common Shares shall be as determined by the Board in good faith and subject to compliance with Section 409A of the Code.

(w)“Grant Date” means the date on which the Committee authorizes an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or, in the case of a Director Share Purchase Right, a Director Fee Payment Date, or such later date as shall be designated by the Committee.

(x)“Incentive Award” means a grant pursuant to Article VI of the Plan.

(y)“Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

(z) “Nonqualified Share Option” means an Option that is not an Incentive Share Option.

(aa)“Option” means either an Incentive Share Option or a Nonqualified Share Option.

(bb)“Parent” means any present or future “parent corporation” of the Corporation, as defined in Section 424(e) of the Code.

(cc)“Participant” means an Employee (including an Employee who is a Director), non-employee Director or Consultant who is designated by the Committee to participate in the Plan.

(dd)“Performance Award” means any Award of Performance Shares or Performance Units granted pursuant to Article V.

(ee)“Performance Measures” means the measures of performance of the Corporation and its Subsidiaries used to determine a Participant’s entitlement to an Award under the Plan.  Performance Measures shall have the same meanings as used in the Corporation’s financial statements, or, if such terms are not used in the Corporation’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Corporation’s industry.  Performance measures shall be calculated with respect to the Corporation and each Subsidiary consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee.  For purposes of the Plan, the Performance Measures shall be calculated in accordance with generally accepted accounting principles, but, unless otherwise determined by the Committee, prior to the accrual or payment of any Award under this Plan for the same performance period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the performance goals.  Performance Measures shall be one or more of the following, or a combination of any of the following, as determined by the Committee:

5

·   earnings (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as adjusted by excluding one or more components of earnings, including each of the above on a per share and/or segment basis);

·   revenues/net revenues;

·   return on net sales (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, operating cash flow or cash earnings as a percentage of net sales);

·   revenue growth;

·   cash flow;

·   operating cash flow;

·   free cash flow;

·   discounted cash flow;

·   working capital;

·   market capitalization;

·   cash return on investment – CRI;

·   return on capital;

·   return on cost of capital;

·   shareholder value;

·   return on equity;

·   total shareholder return;

·   return on investment;

·   economic value added;

·   return on assets/net assets;

6

·   share trading multiples (as measured vs. investment, net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, cash earnings or operating cash flow);

·   share price;

·   attainment of strategic or operational initiatives.

(ff)“Performance Share” means any grant pursuant to Article V and Section 5.2(b)(i).

(gg)“Performance Unit” means any grant pursuant to Article V and Section 5.2(b)(ii).

(hh)“Plan” means the Chardan 2008 China Acquisition Corp. 2009 Equity Incentive Plan, the terms of which are set forth herein, and any amendments thereto.

(ii)“Restriction Period” means the period of time during which a Participant's Restricted Share or Restricted Share Unit is subject to restrictions and is nontransferable.

(jj)“Restricted Share” means Common Shares granted pursuant to Article IV that is subject to a Restriction Period.

(kk)“Restricted Share Unit” means a right granted pursuant to Article IV to receive Restricted Shares or an equivalent value in cash.

(ll)“Retirement” means termination of employment on or after the attainment of age 65.

(mm)“S-8 Eligible” is defined in the definition of Consultant.

(nn)“Securities Act” means the United States Securities Act of 1933, as amended.

(oo)“Series A Preferred Shares” means the Corporation’s authorized Series A preferred shares.

(pp) “Share Appreciation Right” means the right to receive a cash or Common Share payment from the Corporation, in accordance with Article III of the Plan.

(qq)“Stock Exchange” means the principal national securities exchange on which the Common Shares are listed for trading, or, if the Common Shares are not listed for trading on a national securities exchange, such other recognized trading market or quotation system upon which the largest number of Common Shares has been traded in the aggregate during the last 20 days before a Grant Date, or date on which an Option is exercised, whichever is applicable.

7

(rr)“Subsidiary” means any entity, whether or not incorporated, in an unbroken chain of entities beginning with the Corporation where each entity other than the last entity in the unbroken chain owns stock or other equity interests in one of the other entities in the unbroken chain possessing fifty percent (50%) or more of the combined voting power of all of the other entity’s outstanding stock or other interests that vote generally in the election of the other entity’s directors or other governing body.

(ss)“Substitute Awards” shall mean Awards granted or shares issued by the Corporation in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Corporation or any Subsidiary or with which the Corporation or any Subsidiary combines.

(tt)“Tandem Share Appreciation Right” means a Share Appreciation Right granted in tandem with an Option.

(uu)“Vested” or “Vesting” means the extent to which an Award granted or issued hereunder has become exercisable or any applicable Restriction Period has terminated or lapsed in accordance with the Plan and the terms of any respective Agreement pursuant to which such Award was granted or issued or has become payable in whole or in part due to the satisfaction of performance goal(s) set forth in any respective Agreement pursuant to such Award was granted or issued.

1.4Administration.

(a)The Plan shall be administered by the Committee.  The Committee shall interpret the Plan, prescribe, amend, and rescind rules and regulations relating to the Plan, and make all other determinations necessary or advisable for its administration.  The decision of the Committee on any question concerning the interpretation of the Plan or its administration with respect to any Award granted under the Plan shall be final and binding upon all Participants.  No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.

(b)In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, but, in the case of Awards designated as Awards under Code Section 162(m), subject to the requirements of Code Section 162(m), the Committee shall have the full and final power and authority, in its discretion to:

(i)amend, modify, or cancel any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(ii)subject to Code Section 409A and, to the extent applicable, Code Section 457A, accelerate, continue, or defer the exercisability or Vesting of any Award or any shares acquired pursuant thereto;

8

(iii)authorize, in conjunction with any applicable deferred compensation plan of the Corporation, that the receipt of cash or Common Shares subject to any Award under this Plan may be deferred under the terms and conditions of such deferred compensation plan; and

(iv)establish such other Awards, besides those specifically enumerated in the Plan, which the Committee determines are consistent with the Plan’s purposes.

(c)To the extent permitted by applicable law, the Committee may delegate to an officer of the Corporation, subject to such terms and limitations as the Committee shall determine and the requirements under Code Section 409A and, to the extent applicable, Code Section 457A, the authority to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue or terminate any of the foregoing, held by Participants who are not officers or Directors of the Corporation for purposes of Section 16 of the Exchange Act; provided, however, that (i) the exercise price per share of each such Option or Share Appreciation Right shall be equal to the Fair Market Value per share on the Grant Date, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committee.

1.5Participants.  Participants in the Plan shall be such Employees (including Employees who are Directors), non-employee Directors and Consultants of the Corporation and its Subsidiaries as the Committee in its sole discretion may select from time to time.  The Committee may grant Awards to an individual upon the condition that the individual become an Employee of the Corporation or a Subsidiary, provided that the Award shall be deemed to be granted only on the date that the individual becomes an Employee.

1.6Shares.

(a)The Corporation has reserved 1,570,000 of Common Shares for issuance pursuant to share-based Awards (all of which may be granted as Incentive Share Options) under the Plan.  All provisions in this Section 1.6 shall be adjusted, as applicable, in accordance with Article X.

(b)If any shares subject to an Award are forfeited, cancelled, expire or otherwise terminate without issuance of such shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such Award, the shares shall, to the extent of such forfeiture, cancellation, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan.

(c)In the event that (i) any Option, other Award granted hereunder is exercised through the tendering of shares or by the withholding of shares by the Corporation, or (ii) withholding tax liabilities arising from such Option, other Award are satisfied by the tendering of shares or by the withholding of shares by the Corporation, then only the number of shares issued net of the shares tendered or withheld shall be counted for purposes of determining the maximum number of shares available for issuance under the Plan.

9

(d)In the event that a company acquired by the Corporation or any Subsidiary or with which the Corporation or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of Common Shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors or any affiliate of the Corporation or its Subsidiaries prior to such acquisition or combination.

1.7Repricing.  Without the affirmative vote of holders of a majority of the Common Shares and Series A Preferred Shares, if any is outstanding, voting as though the Series A Preferred Shares had been converted into Common Shares, cast in person or by proxy at a meeting of the shareholders of the Corporation at which a quorum representing a majority of all such outstanding shares is present or represented by proxy, neither the Board nor the Committee shall approve a program providing for (a) the cancellation of outstanding Options and/or Share Appreciation Rights and the grant in substitution therefore of any new Options and/or Share Appreciation Rights under the Plan having a lower exercise price than the Fair Market Value of the underlying Common Shares on the original Grant Date, (b) the amendment of outstanding Options and/or Share Appreciation Rights to reduce the exercise price thereof below the Fair Market Value of the underlying Common Shares on the original Grant Date, or (c) the exchange of outstanding Options or Share Appreciation Rights for cash or other Awards if the exercise price per share of such Option or Share Appreciation Right is less than the Fair Market Value per share as of the date of the exchange.  This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code.

1.8Code Section 409A and Code Section 457A.

(a)It is intended that Awards granted under the Plan shall be exempt from or in compliance with Code Section 409A, and the provisions of the Plan are to be construed accordingly.  However, unless specified otherwise herein, in no event shall the Corporation or Subsidiary be responsible for any tax or penalty owed by a Participant or Beneficiary with regard to Award payments.  Notwithstanding anything in the Plan to the contrary, all or part of an Award payment to a Participant who is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, shall be delayed (if then required) under Code Section 409A, and paid in an aggregated lump sum on the first day of the seventh month following the Participant’s separation from service, or the date of the Participant’s death, if earlier.  Any remaining payments shall be paid on their regularly scheduled payment dates.

10

(b)To the extent Code Section 457A is applicable, it is intended that Awards granted under the Plan shall be exempt from or in compliance with Code Section 457A, and the provisions of the Plan are to be construed accordingly.  However, unless specified otherwise herein, in no event shall the Corporation or Subsidiary be responsible for any tax or penalty owed by a Participant or Beneficiary with regard to Award payments.

1.9Indemnification.To the maximum extent permitted by applicable laws, each member of the Committee (including officers of the Corporation, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Corporation against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions or failures to act taken in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Corporation’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Corporation an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation’s Amended and Restated Memorandum and Articlesof Association, by contract, as a matter of law, or otherwise, or under any other power that the Corporation may have to indemnify or hold harmless each such person.

II           SHARE OPTIONS

2.1Grant of Options.  The Committee, at any time and from time to time, subject to the terms and conditions of the Plan, may grant Options to such Participants and for such number of Common Shares as it shall designate.  Any Participant may hold more than one Option under the Plan and any other plan of the Corporation or Subsidiary.  The Committee shall determine the general terms and conditions of exercise which shall be set forth in a Participant's Agreement.  No Option granted hereunder may be exercised after the tenth anniversary of the Grant Date.  The Committee may designate any Option granted as either an Incentive Share Option or a Nonqualified Share Option, or the Committee may designate a portion of an Option as an Incentive Share Option or a Nonqualified Share Option.  At the discretion of the Committee, an Option may be granted in tandem with a Share Appreciation Right.  Unless otherwise provided in a Participant’s Agreement, Options are intended to satisfy the requirements of Code Section 162(m) and the regulations promulgated thereunder, to the extent applicable.

11

2.2Incentive Share Options.  Any Option intended to constitute an Incentive Share Option shall comply with the requirements of this Section 2.2.  An Incentive Share Option only may be granted to an Employee.  No Incentive Share Option shall be granted with an exercise price below the Fair Market Value of Common Shares on the Grant Date nor with an exercise term that extends beyond ten (10) years from the Grant Date.  An Incentive Share Option shall not be granted to any Participant who owns (within the meaning of Code Section 424(d)) shares of the Corporation or any Subsidiary possessing more than 10% of the total combined voting power of all classes of shares of the Corporation or a Subsidiary unless, at the Grant Date, the exercise price for the Option is at least 110% of the Fair Market Value of the shares subject to the Option and the Option, by its terms, is not exercisable more than five (5) years after the Grant Date.  The aggregate Fair Market Value of the underlying Common Shares (determined at the Grant Date) as to which Incentive Share Options granted under the Plan (including a plan of a Subsidiary) may first be exercised by a Participant in any one calendar year shall not exceed $100,000.  To the extent that an Option intended to constitute an Incentive Share Option shall violate the foregoing $100,000 limitation (or any other limitation set forth in Code Section 422), the portion of the Option that exceeds the $100,000 limitation (or violates any other Code Section 422 limitation) shall be deemed to constitute a Nonqualified Share Option.

2.3Option Price.  The Committee shall determine the per share exercise price for each Option granted under the Plan.  No Option shall have an exercise price below 100% of the Fair Market Value of Common Shares on the Grant Date.

2.4Payment for Option Shares.

(a)The purchase price of Common Shares to be acquired upon exercise of an Option granted hereunder shall be paid in full in cash or by personal check, bank draft or money order at the time of exercise; provided, however, that in lieu of such form of payment, unless otherwise provided in a Participant’s Agreement, payment may be made by (i) delivery to the Corporation of outstanding Common Shares on such terms and conditions as may be specified in the Participant’s Agreement; (ii) by delivery to the Corporation of a properly executed exercise notice, acceptable to the Corporation, together with irrevocable instructions to the Participant’s broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable income and employment withholding taxes, in accordance with a written agreement between the Corporation and the brokerage firm; (iii) delivery of other consideration approved by the Committee having a Fair Market Value on the exercise date equal to the total purchase price; (iv) other means determined by the Committee; or (v) any combination of the foregoing.  Common Shares surrendered upon exercise shall be valued at the Stock Exchange closing price for the Corporation's Common Shares on the day prior to exercise, and the certificate(s) for such shares, duly endorsed for transfer or accompanied by appropriate share powers, shall be surrendered to the Corporation.

(b)Notwithstanding the foregoing, an Option may not be exercised by delivery to or withholding by the Corporation of Common Shares to the extent that such delivery or withholding (i) would constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act of 2002), or (ii) if there is a substantial likelihood that the use of such form of payment would result in adverse accounting treatment to the Corporation under generally accepted accounting principles.  Until a Participant has been issued a certificate or certificates for the Common Shares so purchased (or the book entry representing such shares has been made and such shares have been deposited with the appropriate registered book-entry custodian), he or she shall possess no rights as a record holder with respect to any such shares.

12

III           SHARE APPRECIATION RIGHTS

3.1Grant of Share Appreciation Rights.  Share Appreciation Rights may be granted, held and exercised in such form and upon such general terms and conditions as determined by the Committee on an individual basis.  A Share Appreciation Right may be granted to a Participant with respect to such number of Common Shares of the Corporation as the Committee may determine.  A Share Appreciation Right may be granted on a stand-alone basis or as a Tandem Share Appreciation Right.  If granted as a Tandem Share Appreciation Right, the number of shares covered by the Share Appreciation Right shall not exceed the number of shares which the Participant could purchase upon the exercise of the related Option.  Unless otherwise provided in a Participant’s Agreement, Share Appreciation Rights are intended to satisfy the requirements of Code Section 162(m) and the regulations promulgated thereunder, to the extent applicable.  No Share Appreciation Right shall be granted with an exercise term that extends beyond ten (10) years from the Grant Date.

3.2Exercise Price.  The Committee shall determine the per share exercise price for each Share Appreciation Right granted under the Plan; provided, however, that (a) the exercise price of a Share Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Shares covered by the Share Appreciation Right on the Grant Date; and (b) the per share exercise price subject to a Tandem Share Appreciation Right shall be the per share exercise price under the related Option.

3.3Exercise of Share Appreciation Rights.  A Share Appreciation Right shall be deemed exercised upon receipt by the Corporation of written notice of exercise from the Participant.  A Tandem Share Appreciation Right shall be exercisable only at such times and in such amounts as the related Option may be exercised.  Upon the exercise of a Tandem Share Appreciation Right with respect to some or all of the shares subject to such Share Appreciation Right, the related Option shall be cancelled automatically as to the number of shares with respect to which the Tandem Share Appreciation Right was exercised.  Upon the exercise of an Option related to a Tandem Share Appreciation Right as to some or all of the shares subject to such Option, the related Tandem Share Appreciation Right shall be cancelled automatically as to the number of shares with respect to which the related Option was exercised.

3.4Share Appreciation Right Entitlement.

(a)Upon exercise of a stand-alone Share Appreciation Right, a Participant shall be entitled to payment from the Corporation in shares, of an amount equal to the difference between (i) the aggregate Fair Market Value on the exercise date for the specified number of shares being exercised, and (ii) the aggregate exercise price for the specified number of shares being exercised.  The foregoing notwithstanding, if it is determined that the Share Appreciation Right is not subject to Code Section 457A, payments may be made in cash or partly in shares or cash (as determined by the Committee in accordance with any applicable terms of the Agreement).

13

(b)If the Share Appreciation Right is granted in tandem with an Option, the payment shall be equal to the difference between (i) the Fair Market Value of the number of shares subject to the Share Appreciation Right on the exercise date, and (ii) the Option price of the associated Option multiplied by the number of shares available under the Option.

3.5Maximum Share Appreciation Right Amount Per Share.  The Committee may, at its sole discretion, establish (at the time of grant) a maximum amount per share which shall be payable upon the exercise of a Share Appreciation Right, expressed as a dollar amount or as a percentage or multiple of the exercise price of a related Option.

IV           RESTRICTED SHARES AND UNITS

4.1Grant of Restricted Shares and Restricted Share Units.  Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares and Restricted Share Units under the Plan to such Participants and in such amounts as it shall determine.

4.2Restricted Share Agreement.  Each grant of Restricted Shares or Restricted Share Units shall be evidenced by an Agreement that shall specify the terms of the restrictions, including the Restriction Period, or periods, the number of Common Shares subject to the grant, or units, the purchase price for the Restricted Shares, if any, the form of consideration that may be used to pay the purchase price of the Restricted Shares, including those specified in Section 2.4, and such other general terms and conditions, including performance goals, as the Committee shall determine.

4.3Transferability.  Except as provided in this Article IV and Section 11.3 of the Plan, the Common Shares subject to an Award of Restricted Shares or Restricted Share Units granted hereunder may not be transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Restriction Period or for such period of time as shall be established by the Committee and specified in the applicable Agreement, or upon the earlier satisfaction of other conditions as specified by the Committee in its sole discretion and as set forth in the applicable Agreement.

4.4Other Restrictions.  The Committee shall impose such other restrictions on any Common Shares subject to an Award of Restricted Shares or Restricted Share Units under the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or State securities laws, and the issuance of a legended certificate of Common Shares representing such shares to give appropriate notice of such restrictions (or, if issued in book entry form, a notation with similar restrictive effect with respect to the book entry representing such shares).  The Committee shall have the discretion to waive the applicable Restriction Period with respect to all or any part of the Common Shares subject to an Award of Restricted Shares or Restricted Share Units that has not been granted under Code Section 162(m).

14

4.5Voting Rights.  During the Restriction Period, Participants holding issued and outstanding Common Shares subject to a Restricted Share Award may exercise full voting rights with respect to the Restricted Shares, whether or not such Award has Vested.

4.6Dividends and Dividend Equivalents.

(a)Except as set forth below or in a Participant’s Agreement, during the Restriction Period, a Participant shall be entitled to receive all dividends and other distributions paid with respect to issued and outstanding Common Shares subject to an Award of Restricted Shares, whether or not such Award has Vested.  If any dividends or distributions are paid in shares during the Restriction Period applicable to an Award of Restricted Shares, the dividend or other distribution shares shall be subject to the same restrictions on transferability as the Common Shares with respect to which they were paid.

(b)The Committee, in its discretion, may provide in the Agreement evidencing any Restricted Share Unit that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Common Shares having a record date prior to the date on which Restricted Share Units held by such Participant are settled.  Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Share Units as of the date of payment of such cash dividends on Common Shares.  The number of additional Restricted Share Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (i) the amount of cash dividends paid on such date with respect to the number of Common Shares represented by the Restricted Share Units previously credited to the Participant, by (ii) the Fair Market Value per Common Share on such date.  Such additional Restricted Share Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Share Units originally subject to the Award.  In the event of a dividend or distribution paid in Common Shares or any other adjustment made upon a change in the capital structure of the Corporation as described in Article X, appropriate adjustments shall be made in the Participant’s Restricted Share Unit so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the Common Shares issuable upon settlement of the Restricted Share Unit, and all such new, substituted or additional securities or other property shall be immediately subject to the same restrictions as are applicable to the Restricted Share Unit.

15

(c)To the extent that Code Section 457A applies to a Dividend Equivalent, such Dividend Equivalent shall be paid on a date no later than the last day of the 12th month (or such later date as Code Section 457A provides) following the end of the tax year of the entity for whom the Participant is directly providing services (if the Participant is providing direct services to multiple entities, the end of the tax year of such entity which is the earliest) during which the right to the Dividend Equivalent for the first time is no longer subject to a “substantial risk of forfeiture” (as defined under Code Section 457A).

4.7Settlement of Restricted Share Units.  If a Restricted Share Unit is payable in Common Shares, the Corporation shall issue to a Participant on the date on which Restricted Share Units subject to the Participant’s Award Vest or on such other date determined by the Committee, in its discretion, and set forth in the Agreement, one (1) Common Share and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 10.1 for each Restricted Share Unit then becoming Vested or otherwise to be settled on such date, subject to the withholding of applicable taxes.  Notwithstanding any other provision in this Plan to the contrary, any Restricted Share Unit, whether settled in Common Shares, cash or other property, shall be paid no later than the fifteenth day of the third month following the later of the end of (i) the calendar year, or (ii) the fiscal year of the Corporation or the Subsidiary for which the Participant performs services (to the extent that the Participant performs services for the Corporation and/or one or more Subsidiary, the fiscal year of such entity which ends the earliest), in which the Restricted Share Unit is first no longer subject to a "substantial risk of forfeiture" (as defined under Code Section 409A); provided that, if earlier and it is determined that the Restricted Stock Unit is subject to Code Section 457A, any Restricted Share Unit shall be paid on a date no later than the last day of the 12th month (or such later date as Code Section 457A provides) following the end of the tax year of the entity for whom the Participant is directly providing services (if the Participant is providing direct services to multiple entities, the end of the tax year of such entity which is the earliest) during which the right to the Restricted Stock Unit for the first time is no longer subject to a “substantial risk of forfeiture” (as defined under Code Section 457A).

V           PERFORMANCE AWARDS

5.1Grant of Performance Awards.  The Committee, at its discretion, may grant Performance Awards to Participants and may determine, on an individual or group basis, the performance goals to be attained pursuant to each Performance Award.

5.2Terms of Performance Awards.

(a)Performance Awards shall consist of rights to receive cash, Common Shares, other property or a combination of each, if designated performance goals are achieved.  The terms of a Participant's Performance Award shall be set forth in a Participant’s individual Agreement.  Each Agreement shall specify the performance goals, which may include the Performance Measures, applicable to a particular Participant or group of Participants, the period over which the targeted goals are to be attained, the payment schedule if the goals are attained, and any other general terms as the Committee shall determine and conditions applicable to an individual Performance Award.  The Committee, at its discretion, may waive all or part of the conditions, goals and restrictions applicable to the receipt of full or partial payment of a Performance Award that has not been granted pursuant to Code Section 162(m).

16

(b)Performance Awards may be granted as Performance Shares or Performance Units, at the discretion of the Committee.

(i)In the case of Performance Shares, the Participant shall receive a legended certificate of Common Share, restricted from transfer prior to the satisfaction of the designated performance goals and restrictions (or shares may be issued in book entry from with a notation having similar restrictive effect with respect to the book entry representing such shares), as determined by the Committee and specified in the Participant’s Agreement.  Prior to satisfaction of the performance goals and restrictions, the Participant shall be entitled to vote the Performance Shares to the extent such shares are issued and outstanding.  Further, any dividends paid on such shares during the performance period automatically shall be reinvested on behalf of the Participant in additional Performance Shares under the Plan, and such additional shares shall be subject to the same performance goals and restrictions as the other shares under the Performance Share Award.

(ii)In the case of Performance Units, the Participant shall receive an Agreement from the Committee that specifies the performance goals and restrictions that must be satisfied before the Corporation shall issue the payment, which may be cash, a designated number of Common Shares, other property or a combination thereof.

(c)Payment of a Performance Award shall be paid no later than the fifteenth day of the third month following the later of the end of (i) the calendar year, or (ii) the fiscal year of the Corporation or the Subsidiary for which the Participant performs services (to the extent that the Participant performs services for the Corporation and/or one or more Subsidiary, the fiscal year of such entity which ends the earliest), in which the Performance Award is first no longer subject to a "substantial risk of forfeiture" (as defined under Code Section 409A); provided that, if earlier and it is determined that the Performance Award is subject to Code Section 457A, any Performance Award shall be paid on a date no later than the last day of the 12th month (or such later date as Code Section 457A provides) following the end of the tax year of the entity for whom the Participant is directly providing services (if the Participant is providing direct services to multiple entities, the end of the tax year of such entity which is the earliest) during which the right to the Performance Award for the first time is no longer subject to a “substantial risk of forfeiture” (as defined under Code Section 457A).

17

VI           INCENTIVE AWARDS

6.1Grant of Incentive Awards.

(a)The Committee, at its discretion, may grant Incentive Awards to such Participants as it may designate from time to time.  The terms of a Participant’s Incentive Award shall be set forth in the Participant’s individual Agreement.  Each Agreement shall specify such general terms and conditions as the Committee shall determine.

(b)The determination of Incentive Awards may be based upon criteria determined by the Committee, including the attainment of specified levels of Corporation and/or Subsidiary performance as measured by pre-established, objective performance criteria determined at the discretion of the Committee, including any or all of the Performance Measures.

(c)The Committee shall (i) select those Participants who shall be eligible to receive an Incentive Award, (ii) determine the measurement or performance period, (iii) determine target levels of performance, if any, and, if applicable, (iv) determine the level of Incentive Award to be paid to each selected Participant upon the achievement of each performance level.  The Committee generally shall make the foregoing determinations prior to the commencement of services to which an Incentive Award relates (or within the permissible time-period established under Code Section 162(m)), to the extent applicable, and while the outcome of the performance goals and targets, if any, are uncertain.

6.2Payment of Incentive Awards.

(a)Incentive Awards shall be paid in cash, Common Shares or other property, at the discretion of the Committee.  Payments shall be made following a determination by the Committee that the performance targets were attained or following the end of a measurement period, but not later than the fifteenth day of the third month following the later of the end of (i) the calendar year, or (ii) the fiscal year of the Corporation or the Subsidiary for which the Participant performs services (to the extent that the Participant performs services for the Corporation and/or one or more Subsidiary, the fiscal year of such entity which ends the earliest), in which the Incentive Award is first no longer subject to a "substantial risk of forfeiture" (as defined under Code Section 409A); provided that, if earlier and it is determined that the Incentive Award is subject to Code Section 457A, any Incentive Award shall be paid on a date no later than the last day of the 12th month (or such later date as Code Section 457A provides) following the end of the tax year of the entity for whom the Participant is directly providing services (if the Participant is providing direct services to multiple entities, the end of the tax year of such entity which is the earliest) during which the right to the Incentive Award for the first time is no longer subject to a “substantial risk of forfeiture” (as defined under Code Section 457A).

18

(b)The amount of an Incentive Award to be paid upon the attainment of each targeted level of performance, if any, shall equal a percentage of a Participant's base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.

VII           CODE SECTION 162(m) PERFORMANCE MEASURE AWARDS

7.1Awards Granted Under Code Section 162(m).    The Committee, at its discretion, may designate that a Restricted Share, Restricted Share Unit, Performance Share, Performance Unit or Incentive Award shall be granted pursuant to Code Section 162(m).  Such an Award must comply with the following additional requirements, which shall control over any other provision that pertains to such Award under Articles IV, V and VI.

(a)Each Code Section 162(m) Award shall be based upon the attainment of specified levels of pre-established, objective Performance Measures that are intended to satisfy the performance based compensation requirements of Code Section 162(m) and the regulations promulgated thereunder.  Further, at the discretion of the Committee, an Award also may be subject to goals and restrictions in addition to the Performance Measures.

(b)For each Code Section 162(m) Award, the Committee shall (i) select the Participant who shall be eligible to receive a Code Section 162(m) Award, (ii) determine the applicable performance period, (iii) determine the target levels of the Corporation or Subsidiary Performance Measures, and (iv) determine the number of Common Shares or cash or other property (or combination thereof) subject to an Award to be paid to each selected Participant.  The Committee shall make the foregoing determinations prior to the commencement of services to which an Award relates (or within the permissible time period established under Code Section 162(m)) and while the outcome of the performance goals and targets is uncertain.

7.2Attainment of Code Section 162(m) Goals.

(a)After each performance period, the Committee shall certify, in writing: (i)  if the Corporation has attained the performance targets, and (ii) the number of shares pursuant to the Award that are to become freely transferable, if applicable, or the cash or other property payable under the Award.  The Committee shall have no discretion to waive all or part of the conditions, goals and restrictions applicable to the receipt of full or partial payment of an Award except in the case of the death or Disability of a Participant.

(b)Notwithstanding the foregoing, the Committee may, in its discretion, reduce any Award based on such factors as may be determined by the Committee, including, without limitation, a determination by the Committee that such a reduction is appropriate in light of pay practices of competitors, or the performance of the Corporation, a Subsidiary, or a Participant relative to the performance of competitors, or performance with respect to the Corporation’s strategic business goals.

19

7.3Individual Participant Limitations.  Subject to adjustment as provided in Section 10.1, no Participant in any one fiscal year of the Corporation may be granted (a) Options or Share Appreciation Rights with respect to more than 300,000 Common Shares; (b) Restricted Shares or Restricted Share Units that are denominated in Common Shares with respect to more than 300,000 shares; (c) Performance Awards that are denominated in Common Shares with respect to more than 300,000 shares; and (d) an Incentive Award denominated in Common Shares with respect to more than 300,000 shares.  The maximum dollar value payable to any Participant in any one fiscal year of the Corporation with respect to Restricted Share Units, Performance Awards or Incentive Awards that are valued in property other than Common Shares is the lesser of $1,000,000 or three times the Participant’s base salary for the fiscal year.  If an Award is cancelled, the cancelled Award shall continue to be counted towards the applicable limitations.

VIII           DIRECTOR SHARE PURCHASE RIGHTS

8.1Eligibility.  A Director may elect to purchase Common Shares under the Plan using all or a portion of his or her cash fees received for services as a director for which the Director has not yet received payment (including but not limited to, quarterly retainer and Board/Committee meeting fees).

8.2Elections.  Elections to purchase Common Shares under the Plan in lieu of cash compensation may be submitted to the Corporation annually, prior to the end of December of each calendar year or such other period established by the Committee.  An election shall cover director cash compensation payable in the next calendar year.

8.3Purchase Price. Common Shares purchased by a Director hereunder shall have a purchase price equal to 100% of the Fair Market Value of the Corporation’s Common Shares on the first day of the month in which the quarterly Director Fee Payment Date falls.

8.4Termination of Services.  If a Director ceases to remain on the Board for any reason, including but not limited to, voluntary or forced resignation, removal, failure to be re-elected as a director, death, Disability or Retirement, the Director (or executor, administrator or legal representative, if applicable) shall receive share certificates for all cash director fees earned prior to the Director’s departure from the Board for which the Director elected to receive Common Shares pursuant to this Article VIII, but for which the Director has not yet received a share certificate.  Such share certificates shall be issued following the next quarterly Director Fee Payment Date.

8.5Non-Assignability.  Any Common Shares purchase right granted hereunder shall be exercised by the Director only and is nontransferable.  Upon the death of a Director, any earned, but unpaid cash director fees for which the Director elected to receive Common Shares pursuant to this Article VIII, shall be paid in the form of share certificates to the Director’s executor, administrator or legal representative in accordance with Section 8.4 above.

20

8.6Adjustments.  The total amount of Common Shares to be received by a Director at the time of any issuance of a share certificate shall be appropriately adjusted for any increase or decrease in the number of outstanding Common Shares resulting from dividends, share splits, recapitalizations, reorganizations, mergers, combinations, exchanges or other relevant changes in the capital structure of the Corporation occurring from the Director Fee Payment Date on which such Common Shares were earned to the date of issuance of the share certificate for such shares.  The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion.

8.7Rule 16b-3 Requirements.  Notwithstanding any provision of the Plan, the Committee may impose such conditions on the purchase of Common Shares hereunder as may be required to satisfy the requirements of Rule 16b-3 of the Exchange Act, as amended from time to time (or any successor rule).  Notwithstanding any provision in the Plan to the contrary, the Committee shall have no discretion with respect to the terms of purchase made pursuant to this Article VIII, except to the extent such discretion would not result in the purchase or the Plan failing to qualify for the exemption provided under Rule 16b-3.

8.8Delivery of Shares; Rights Prior to Delivery of Shares.  By December 15th of each year, Directors electing to receive Common Shares will receive share certificates for shares earned during the year.  A Director may request to receive Common Shares at any or each quarterly Director Fee Payment Date for the year in which the shares were earned.  No Director shall have any rights as a shareholder with respect to Common Shares covered by a purchase right until their name has been reflected in the corporation’s share register the issuance of a share certificate.  No adjustment shall be made for dividends or other rights with respect to such shares for which the record date is prior to the date the certificate is issued.

IX           TERMINATION OF EMPLOYMENT OR SERVICES

9.1Options and Share Appreciation Rights.

(a)If, prior to the date that an Option or Share Appreciation Right first becomes Vested, a Participant terminates employment or services for any reason, the Participant's right to exercise the Option or Share Appreciation Right shall terminate and all rights thereunder shall cease, unless provided otherwise in a Participant’s Agreement.

(b)If, on or after the date when an Option or Share Appreciation Right first becomes Vested, a Participant terminates employment or services are terminated for any reason other than death or Disability, the Participant shall have the right within the exercise period specified in the Participant’s Agreement, to exercise the Option or Share Appreciation Right to the extent that it was exercisable and unexercised on the date of the Participant's termination of employment or services (taking into account any Vesting that may occur in connection with such termination), subject to any other limitation on the exercise of the Option in effect on the date of exercise.  Provided, however, that the beneficial tax treatment of an Incentive Share Option may be forfeited if an Option is exercised more than three (3) months after termination of employment.

21

(c)If, on or after the date when an Option or Share Appreciation Right first becomes Vested, a Participant terminates employment or services are terminated due to death while an Option or Share Appreciation Right is still exercisable, the person or persons to whom the Option or Share Appreciation Right shall have been transferred by will or the laws of descent and distribution, shall have the right within the exercise period specified in the Participant's Agreement to exercise the Option or Share Appreciation Right to the extent that it was exercisable and unexercised on the Participant's date of death, subject to any other limitation on exercise in effect on the date of exercise.  Provided, however, that the beneficial tax treatment of an Incentive Share Option may be forfeited if the Option is exercised more than one (1) year after a Participant's date of death.

(d)If, on or after the date that an Option or Share Appreciation Right first becomes Vested, a Participant terminates employment or services due to Disability, the Participant shall have the right, within the exercise period specified in the Participant’s Agreement, to exercise the Option or Share Appreciation Right to the extent that it was exercisable and unexercised on the date of the Participant's termination of employment or services due to Disability, subject to any other limitation on the exercise of the Option or Share Appreciation Right in effect on the date of exercise.  If the Participant dies after termination of employment or services, as applicable, while the Option or Share Appreciation Right is still exercisable, the Option or Share Appreciation Right shall be exercisable in accordance with the terms of paragraph (c), above.  Provided, however, that the beneficial tax treatment of an Incentive Share Option may be forfeited if the Option is exercised more than one (1) year after a Participant's date of Disability.

(e)The Committee, at the time of a Participant's termination of employment or services, may accelerate a Participant's right to exercise an Option or extend the exercise period of an Option or Share Appreciation Right (subject to Code Section 409A), but in no event past the tenth anniversary of the Grant Date; provided, however, that the extension of the exercise period for an Incentive Share Option may cause such Option to forfeit its preferential tax treatment.

(f)Notwithstanding the foregoing, if a sale within the applicable time periods of Common Shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such Common Shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of service, or (iii) the expiration date of the Option.

(g)Shares subject to Options and Share Appreciation Rights that are not exercised in accordance with the provisions of (a) through (f) above shall expire and be forfeited by the Participant as of their expiration date and shall become available for new Awards under the Plan as of such date.

22

9.2Restricted Shares and Restricted Share Units.  If a Participant’s employment or services are terminated for any reason, the Participant's right to Common Shares subject to a Restricted Share or Restricted Share Unit Award that are still subject to a Restriction Period automatically shall terminate and be forfeited by the Participant (or, if the Participant was required to pay a purchase price for the Restricted Shares, other than for the performance of services, the Corporation shall have the option to repurchase any shares acquired by the Participant which are still subject to the Restriction Period for the purchase price paid by the Participant) and, subject to Section 1.6, said shares shall be available for new Awards under the Plan as of such termination date.  Provided, however, that the Committee, in its sole discretion, may provide in a Participant’s Agreement or otherwise for the continuation of a Restricted Share Award or Restricted Share Unit after a Participant terminates employment or services are terminated or may waive or change the remaining restrictions (subject to Code Section 409A and, if applicable, Code Section 457A).  The Committee shall not waive any performance goals under or restrictions on a Code Section 162(m) Restricted Share or Restricted Share Unit Award, but the Committee may provide in a Participant’s Code Section 162(m) Restricted Share or Restricted Share Unit Agreement or otherwise that prior to the termination of the Restriction Period, the performance goals shall be deemed to have been attained and restrictions shall be deemed to no longer be applicable on the terms determined by the Committee upon the Participant’s termination of employment due to death or Disability.

9.3Performance Awards.  Performance Awards shall expire and be forfeited by a Participant upon the Participant's termination of employment or services for any reason, and, subject to Section 1.6, shall be available for new Awards under the Plan as of such termination date.  Provided, however, that the Committee, in its discretion, may provide in a Participant’s Agreement or otherwise for the continuation of a Performance Award after a Participant terminates employment or services or may waive or change all or part of the conditions, goals and restrictions applicable to such Performance Award (subject to Code Section 409A and, if applicable, Code 457A).  Notwithstanding the foregoing, the Committee shall not waive any performance goals under or restrictions on a Code Section 162(m) Performance Award, but the Committee may provide in a Participant’s Code Section 162(m) Performance Share Agreement or otherwise that prior to the attainment of the associated performance goals or termination of the applicability of the restrictions, the performance goals shall be deemed to have been attained and restrictions shall be deemed to no longer be applicable on the terms determined by the Committee, upon the Participant’s termination of employment due to death or Disability.

9.4Incentive Awards.

(a)Incentive Awards shall expire and be forfeited by a Participant upon the Participant's termination of employment or services for any reason, and, subject to Section 1.6, shall be available for new Awards under the Plan as of such termination date.  Provided, however, that the Committee, in its discretion, may provide in a Participant’s Agreement or otherwise for the continuation of an Incentive Award after a Participant terminates employment or services or may waive or change all or part of the conditions, goals and restrictions applicable to such Incentive Award (subject to Code Section 409A and, if applicable, Code 457A).  Notwithstanding the foregoing, the Committee shall not waive any performance goals under or restrictions on a Code Section 162(m) Incentive Award, but the Committee may provide in a Participant’s Code Section 162(m) Incentive Award Agreement or otherwise that prior to the attainment of the associated performance goals or termination of the applicability of the restrictions, the performance goals shall be deemed to have been attained and restrictions shall be deemed to no longer be applicable on the terms determined by the Committee, upon the Participant’s termination of employment due to death or Disability.

23

9.5Other Provisions.  The transfer of an Employee from one corporation to another among the Corporation and any of its Subsidiaries, or a leave of absence under the leave policy of the Corporation or any of its Subsidiaries shall not be a termination of employment for purposes of the Plan, unless a provision to the contrary is expressly stated by the Committee in a Participant's Agreement issued under the Plan.  For purposes of Code Section 409A, a leave of absence shall not be considered a termination of employment if the leave duration either is six (6) months or less (up to twenty-nine (29) months for disability) or reemployment upon the expiration of such leave is guaranteed by statute or contract.

X           ADJUSTMENTS AND CHANGE IN CONTROL

10.1Adjustments.

(a)In the event of a merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property), share split, reverse share split, spin-off or similar transaction or other change in corporate structure affecting the Common Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and Awards as the Committee, in its sole discretion, deems equitable or appropriate, including adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan and, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company, as the Committee may determine to be appropriate in its sole discretion).  Any fractional share resulting from an adjustment pursuant to this Section 10.1(a) shall be rounded down to the nearest whole number.

(b)In the event of a proposed dissolution or liquidation of the Corporation, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Committee in its discretion may provide for a Participant to vest and/or have the right to exercise his or her Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award in full for a period specified by the Committee as to all of the Common Shares covered thereby, including shares as to which the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award would not otherwise be vested or exercisable, subject to the proposed dissolution or liquidation taking place at the time and in the manner contemplated.  In addition, the Committee may provide that any re-purchase option of the Corporation applicable to the shares that vested or were purchased upon exercise pursuant to an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award, or Director Share Purchase Right shall lapse as to all such shares, provided that the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not vested and/or been previously exercised, an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award shall terminate immediately prior to the consummation of the proposed dissolution or liquidation.

24

(c)In the event of a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, a reverse triangular merger where the Corporation is the surviving corporation, but its shares are exchanged for shares of the parent company of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 10.1(c), it is intended that each outstanding Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation, the parent or a subsidiary of the successor corporation or the parent of the Corporation following a reverse triangular merger.  In the event that such successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right, the Participant shall fully vest in and/or have the right to exercise the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award, including shares which would not otherwise be vested or exercisable, and the Participant shall have his or her Director Share Purchase Right paid in full in Common Shares for services through the date of the consummation of the transaction.  If an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger, sale of assets, reorganization or other transaction, the Committee shall notify the Participant in writing or electronically that the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award shall be fully vested and exercisable for a period specified by the Committee from the date of such notice, provided that if such period expires prior to the consummation of the merger, sale of assets, reorganization or other transaction, any exercise shall be subject to the proposed merger, sale of assets or other transaction taking place, and the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award shall terminate upon the expiration of such period (or the consummation of the merger, sale of assets, reorganization or other transaction, if later).  For the purposes of this paragraph, the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right shall be considered assumed if, following the merger, sale of assets, reorganization or other transaction, the option or right confers the right to purchase or receive, for each share covered by the Participant’s Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right immediately prior to such transaction, the consideration (whether share, cash, or other securities or property) received in the merger, sale of assets, reorganization, or other transaction, by holders of Common Shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration determined by the Committee); provided, however, that if such consideration received in the merger, sale of assets, reorganization, or other transaction, is not solely Common Shares of the successor corporation (or the parent or a subsidiary thereof), the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the payment under the Director Share Purchase Right or exercise and/or vesting of the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award for each Common Share subject to the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right to be solely Common Shares of the successor corporation (or the parent or a subsidiary thereof) equal in Fair Market Value to the per share consideration received by holders of Common Shares in the merger, sale of assets, reorganization or other transaction.  

25

The Committee may, in its sole discretion and without the consent of any Participant, determine that, in the event of a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, a reverse triangular merger where the Corporation is the surviving corporation, but its shares are exchanged for shares of the parent company of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 10.1(c), each or any Option or Share Appreciation Right outstanding immediately prior to such event shall be cancelled in exchange for a payment with respect to each Vested Common Share subject to such cancelled Option or Share Appreciation Right in (i) cash, (ii) shares of the Corporation or of a corporation or other business entity a party to the merger, sale of assets, reorganization or other transaction, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per Common Share in the merger, sale of assets, reorganization or other transaction over the exercise price per share under such Option or Share Appreciation Right (the “Spread”).  In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their cancelled Options and Share Appreciation Rights as soon as practicable following the date of the merger, sale of assets, reorganization or other transaction.

(d)In the event of a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment of certain Participants by the spin-off entity or the entity acquiring assets of the Corporation, the Committee may make whatever adjustments it determines appropriate with respect to such terminating Participants.

(e)The foregoing adjustments shall be made by the Committee.  Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right.  The Committee need not make the same adjustments for each Participant.

26

10.2Change in Control.

(a)Notwithstanding anything contained herein to the contrary, the Committee, in its discretion, may provide in a Participant’s Agreement or otherwise that upon a Change in Control, or such other events as determined by the Committee, any or all of the following shall occur:  (i) any outstanding Option or Share Appreciation Right granted hereunder immediately shall become fully Vested and exercisable, regardless of any installment provision applicable to such Option or Share Appreciation Right; (ii) the remaining Restriction Period on any Common Shares subject to a Restricted Share or Restricted Share Unit Award granted hereunder immediately shall lapse and the shares shall become fully transferable, subject to any applicable Federal or State securities laws; (iii) all performance goals and conditions shall be deemed to have been satisfied under all outstanding Performance Awards, which immediately shall become payable (either in full or pro-rata based on the portion of the applicable performance period completed as of the Change in Control); (iv) all performance targets and performance levels shall be deemed to have been satisfied for any outstanding Incentive Awards, which immediately shall become payable (either in full or pro-rata based on the portion of the applicable performance period completed as of the Change in Control); (v) the Participant shall have his or her Director Share Purchase Right paid in full in Common Shares for services through the date of the consummation of the transaction; or (vi) such other treatment as the Committee may determine.  If an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award or Incentive Award becomes fully vested and exercisable in the event of a Change in Control, the Committee shall notify the Participant in writing or electronically that the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award shall be fully vested and exercisable for a period specified by the Committee from the date of such notice, provided that if such period expires prior to the consummation of the Change in Control, any exercise shall be subject to the proposed Change in Control taking place, and the Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award shall terminate upon the expiration of such period (or the consummation of the Change in Control, if later).

(b)The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option or Share Appreciation Right outstanding immediately prior to the Change in Control shall be cancelled in exchange for a payment with respect to each Vested Common Share subject to such cancelled Option or Share Appreciation Right in (i) cash, (ii) shares of the Corporation or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per Common Share in the Change in Control over the exercise price per share under such Option or Share Appreciation Right (the “Spread”).  In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their cancelled Options and Share Appreciation Rights as soon as practicable following the date of the Change in Control.

27

(c)Notwithstanding the foregoing, the Committee, in its discretion, may provide in a Participant’s Agreement or otherwise that, if, in the event of a Change in Control, the successor company assumes an Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right payable in Common Shares or substitutes an equivalent instrument therefor, then each such outstanding Option, Share Appreciation Right, Restricted Shares, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right shall not be accelerated as described in Section 10.2(a).  For the purposes of this Section 10.2(c), such an Option, Share Appreciation Right, Restricted Shares, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right shall be considered assumed or substituted for an equivalent instrument, if, following the Change in Control, the Award confers the right to purchase or receive, for each Common Share subject to such Option, Share Appreciation Right, Restricted Shares, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right immediately prior to the Change in Control, the consideration (whether shares, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Common Shares for each share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common shares of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of such Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Incentive Award, or Director Share Purchase Right for each Common Share subject thereto, will be solely common shares of the successor company substantially equal in fair market value to the per share consideration received by holders of Common Shares in the transaction constituting a Change in Control.  The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.  Awards which are neither assumed or substituted by the successor corporation in connection with a Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control

XI           MISCELLANEOUS

11.1Partial Exercise/Fractional Shares.  The Committee may permit, and shall establish procedures for, the partial exercise of Options and Share Appreciation Rights granted under the Plan.  No fractional shares shall be issued in connection with the exercise of a Share Appreciation Right or payment of a Performance Award, Restricted Share, Restricted Share Unit, Incentive Award or Director Share Purchase Rights; instead, the Fair Market Value of the fractional shares shall be paid in cash, or at the discretion of the Committee, the number of shares shall be rounded down to the nearest whole number of shares and any fractional shares shall be disregarded.

28

11.2Rights Prior to Issuance of Shares.  No Participant shall have any rights as a shareholder with respect to shares covered by an Award until the issuance of a share certificate for such shares (or book entry representing such shares has been made and such shares have been deposited with the appropriate registered book-entry custodian).  No adjustment shall be made for dividends or other rights with respect to such shares for which the record date is prior to the date the certificate is issued except as otherwise provided in the Plan or a Participant’s Agreement or by the Committee.

11.3Non-Assignability; Certificate Legend; Removal.

(a)Except as described below or as otherwise determined by the Committee in a Participant’s Agreement, no Award shall be transferable by a Participant except by will or the laws of descent and distribution, and an Option or Share Appreciation Right shall be exercised only by a Participant during the lifetime of the Participant.  Notwithstanding the foregoing, a Participant may assign or transfer an Award that is not an Incentive Share Option with the consent of the Committee (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and any Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Corporation evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan.

(b)Each certificate representing Common Shares subject to a Restricted Share or Restricted Share Unit Award, to the extent a certificate is issued, shall bear the following legend:

The sale or other transfer of the shares represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forth in the Chardan 2008 China Acquisition Corp. 2009 Equity Incentive Plan ("Plan"), rules and administrative guidelines adopted pursuant to such Plan [and an Agreement dated ,     ].  A copy of the Plan, such rules [and such Agreement] may be obtained from the [INSERT TITLE] of Chardan 2008 China Acquisition Corp.

If shares are issued in book entry form, a notation to the same restrictive effect as the legend shall be placed on the transfer agent’s books in connection with such shares

(c)Subject to applicable Federal and State securities laws, issued Common Shares subject to an Award shall become freely transferable by the Participant after all applicable restrictions, limitations, performance requirements or other conditions have terminated, expired, lapsed or been satisfied.  Once such issued Common Shares are released from such restrictions, limitations, performance requirements or other conditions, the Participant shall be entitled to have the legend required by this Section 11.3 removed from the applicable Common Shares certificate (or notation removed from such book entry).

29

11.4Securities Laws.

(a)Anything to the contrary herein notwithstanding, the Corporation's obligation to sell and deliver Common Shares pursuant to the exercise of an Option or Share Appreciation Right or deliver Common Shares pursuant to a Restricted Share Award, Restricted Share Unit, Performance Award, Incentive Award or Director Share Purchase Right is subject to such compliance with Federal and State laws, rules and regulations applying to the authorization, issuance or sale of securities as the Corporation deems necessary or advisable.  The Corporation shall not be required to sell and deliver or issue Common Shares unless and until it receives satisfactory assurance that the issuance or transfer of such shares shall not violate any of the provisions of the Securities Act or the Exchange Act, or the rules and regulations of the Securities Exchange Commission promulgated thereunder or those of the Stock Exchange or any stock exchange on which the Common Shares may be listed, the provisions of any State laws governing the sale of securities, or that there has been compliance with the provisions of such acts, rules, regulations and laws.

(b)The Committee may impose such restrictions on any Common Shares acquired pursuant to the exercise of an Option or Share Appreciation Right or the grant of Restricted Shares or Restricted Share Units or the payment of a Performance Award, Incentive Award or Director Share Rights under the Plan as it may deem advisable, including, without limitation, restrictions (i) under applicable Federal securities laws; (ii) under the requirements of the Stock Exchange or any other securities exchange or recognized trading market or quotation system upon which such Common Shares are then listed or traded; and (iii) under any blue sky or State securities laws applicable to such shares.

11.5Withholding Taxes.

(a)The Corporation shall have the right to withhold from a Participant’s compensation or require a Participant to remit sufficient funds to satisfy applicable withholding for income and employment taxes upon the exercise of an Option or Share Appreciation Right or the lapse of the Restriction Period on a Restricted Share Award, Restricted Share Unit, or the payment of a Performance Award or Incentive Award or Director Share Purchase Right.  A Participant may in order to fulfill the withholding obligation tender previously-acquired Common Shares or have shares withheld from the exercise, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes.  The broker assisted exercise procedure described in Section 2.4 may also be utilized to satisfy the withholding requirements related to the exercise of an Option.  At no point shall the Corporation withhold from the exercise of an Option more shares than are necessary to meet the established tax withholding requirements of federal, state and local obligations.

30

(b)Notwithstanding the foregoing, a Participant may not use Common Shares to satisfy the withholding requirements to the extent that (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act of 2002); or (iii) there is a substantial likelihood that the use of such form of payment would result in adverse accounting treatment to the Corporation under generally accepted accounting principles.

11.6Termination and Amendment.

(a)The Board may terminate the Plan, or the granting of Awards under the Plan, at any time.  No new Awards shall be made under the Plan after December 9, 2019.

(b)The Board may amend or modify the Plan at any time and from time to time, and the Committee may amend or modify the terms of an outstanding Agreement at any time and from time to time, but no amendment or modification, without the affirmative vote of holders of a majority of the Common Shares and Series A Preferred Shares, if any is outstanding, voting as though the Series A Preferred Shares had been converted into Common Shares, shall (i) materially increase the benefits accruing to Participants under the Plan (subject to Code Section 409A); (ii) increase the amount of Common Shares for which Awards may be made under the Plan, except as permitted under Sections 1.6 and Article 10; (iii) change the provisions relating to the eligibility of individuals to whom Awards may be made under the Plan; or (iv) permit the repricing of Options or Share Appreciation Rights.  In addition, if the Corporation’s Common Shares are listed on the Stock Exchange or another stock exchange, the Board may not amend the Plan in a manner requiring approval of the shareholders of the Corporation under the rules of the Stock Exchange or such other stock exchange, without the affirmative vote of holders of a majority of the Common Shares and Series A Preferred Share, if any is outstanding, voting as though the Series A Preferred Shares had been converted into Common Shares.

(c)No amendment, modification, or termination of the Plan or an outstanding Agreement shall in any manner adversely affect any then outstanding Award  under the Plan without the consent of the Participant holding such Award except as set forth in any Agreement relating to an Award or to bring the Plan or an Award into compliance with Code Section 409A and, if applicable, Code Section 457A or to qualify for an exemption under Code Section 409A and, if applicable, Code Section 457A.

11.7Effect on Employment or Services.  Neither the adoption of the Plan nor the granting of any Award pursuant to the Plan shall be deemed to create any right in any individual to be retained or continued in the employment or services of the Corporation or Subsidiary.

11.8Use of Proceeds.  The proceeds received from the sale of Common Shares pursuant to the Plan shall be used for general corporate purposes of the Corporation.

31

11.9Repurchase Rights.  Common Shares issued under the Plan may be subject to one (1) or more repurchase options, or other conditions and restrictions, as determined by the Committee in its discretion at the time an Award is granted.  The Corporation shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one (1) or more persons as may be selected by the Corporation.  Upon request by the Corporation, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Common Shares hereunder and shall promptly present to the Corporation any and all certificates representing Common Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

11.10Severability.  If any one or more of the provisions (or any part thereof) of this Plan or of any Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan or of any Agreement shall not in any way be affected or impaired thereby. The Board may, without the consent of any Participant, and in a manner determined necessary solely in the discretion of the Board, amend the Plan and any outstanding Agreement as the Corporation deems necessary to ensure the Plan and all Awards remain valid, legal or enforceable in all respects.

11.11Beneficiary Designation.  Subject to local laws and procedures, each Participant may file a written beneficiary designation with the Corporation stating who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant's death before receipt of any or all of a Plan benefit. Each designation shall revoke all prior designations by the same Participant, be in a form prescribed by the Corporation, and become effective only when filed by the Participant in writing with the Corporation during the Participant's lifetime. If a Participant dies without an effective beneficiary designation for a beneficiary who is living at the time of the Participant's death, the Corporation shall pay any remaining unpaid benefits to the Participant's legal representative.

11.12Unfunded Obligation.  A Participant shall have the status of a general unsecured creditor of the Corporation. Any amounts payable to a Participant pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974.  The Corporation shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.  The Corporation shall retain at all times beneficial ownership of any investments, including trust investments, which the Corporation may make to fulfill its payment obligations hereunder.  Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or the Corporation and a Participant, or otherwise create any Vested or beneficial interest in any Participant or the Participant's creditors in any assets of the Corporation.  A Participant shall have no claim against the Corporation for any changes in the value of any assets which may be invested or reinvested by the Corporation with respect to the Plan.

32

11.13Approval of Plan.  The Plan shall be subject to the approval of the holders of at least a majority of the votes cast at a duly held meeting of shareholders of the Corporation held within twelve (12) months after adoption of the Plan by the Board.  No Award granted under the Plan may be exercised or paid in whole or in part unless the Plan has been approved by the shareholders as provided herein.  If not approved by shareholders within twelve (12) months after approval by the Board, the Plan and any Awards granted under the Plan shall be null and void, with no further force or effect.

11.14Governing Law.Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and Agreements under the Plan, shall be governed by the laws of the State of Florida without regard to its conflicts of law rules.

IN WITNESS WHEREOF, this 2009 Equity Incentive Plan has been executed on behalf of the Corporation on this the 10th day of December, 2009, to be effective January 11, 2010.

CHARDAN 2008 CHINA ACQUISITION CORP.

  By: ____________________________________ Kerry Propper Chief Executive Officer

BOARD APPROVAL:  12/10/09

SHAREHOLDER APPROVAL:  1/11/10

DET02\325342.16

ID\GSM - 105780/0001

33

EX-4.9

Exhibit 4.9

FLATWORLD SERVICES AGREEMENT

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”.

Background

A.  DAL desires to retain the services of Consultant and Consultant desires to provide services to DAL.

Agreements

1.Provision of Services.

(a)During the Management Services Term (as defined below), Consultant will provide management consulting services, consistent with those services generally performed by middle-market private equity firms for their portfolio companies, with respect to DAL’s business as the board of managers of DAL may reasonably request from time to time (the “Services”).  The Parties agree that each will cooperate with the other regarding the details of the specific Services to be provided.

(b)Consultant will devote such time, attention, and energy to the business and affairs of DAL deemed necessary by Consultant to perform the Services, but in no event will Consultant be required to devote more than an aggregate of 50 hours per calendar month.

(c)Consultant warrants that all Services will be performed in a good, professional, workmanlike and competent manner, in conformance with all applicable professional standards and the requirements of this Agreement.  Consultant agrees to provide the Services in reasonable accordance with applicable policies and procedures of DAL.

(d)Consultant agrees to provide the Services using personnel reasonably acceptable to DAL.

(e)Consultant shall not be required to provide Services, nor be entitled to receive the Consulting Fee, prior to the start of the Management Services Term.

2.Compensation.

(a)During the Management Services Term, Consultant shall receive an annual consulting fee of $1,333,333 (the “Consulting Fee”), paid in equal monthly installments of $111,111, paid in advance, commencing on the date that is one year after the Effective Date, and on the same day of each month thereafter.  For clarification purposes, the Consulting Fee shall be paid to Consultant even if no Services are requested of Consultant during any portion or the entirety of the Management Services Term.  For further clarification purposes, the aggregate Consulting Fee to be paid to Consultant during the initial Management Services Term shall be $4,000,000.

1

(b)In addition to the Consulting Fee, commencing on the Effective Date, DAL will pay to Consultant an acquisition fee (the “Acquisition Fee”) equal to 2.0% of the enterprise value of any entity that is included on Schedule A attached hereto (each, a “Target”) (such schedule shall be amended from time to time upon the mutual written approval of the Parties) if such Target is acquired by DAL in a transaction consummated no later than the earlier of 12 months following (i) the time that Consultant is no longer actively pursuing a transaction involving DAL and the Target as evidenced by Consultant’s written records; (ii) a written direction by DAL to Consultant that DAL will not pursue such a transaction; or (iii) the expiration of the Management Services Term.  The Parties agree that, at the request of DAL, Consultant shall provide general descriptions to DAL of potential Targets without specifically identifying such potential Targets.  Based upon such descriptions, DAL may request to add such potential Target to Schedule A, in which case Consultant shall provide the name of such target (and other information in Consultant’s possession regarding the Target).  In the event that an entity is added to Schedule A and DAL provides written records to Consultant within 5 business days of such Target being added to Schedule A evidencing that DAL was already pursuing a transaction with such Target as of such time, then such Target shall be promptly removed from Schedule A.  Consultant shall provide such assistance to DAL as it reasonably requests in connection with the consummation of the acquisition of any Target.  If there is a dispute as to enterprise value of any entity, it shall be determined by an investment banker mutually appointed by the Parties and, if they cannot agree on an investment banker, then an investment banker selected by the chief executive officer or equivalent position of BDO Siedman, LLP.

(c)In addition to the fees payable to Consultant pursuant to clauses (a) and (b) of this Section 2, DAL shall promptly reimburse Consultant for all reasonable and reasonably documented travel expenses and other out-of-pocket fees and expenses as have been or may be incurred by Consultant in connection with the rendering of Services that DAL requests in writing be performed by Consultant hereunder; provided, however, that any such expenses must be incurred pursuant to an expense budget of $10,000 per year or as otherwise approved in advance in writing by the President of DAL or his designee.

(d)Any amounts not paid by DAL to Consultant within 30 days of the date on which such amounts become due and payable shall accrue interest at a default rate of 15% per annum.

3.Term; Management Services Term.  The term of this Agreement shall commence on the Effective Date and shall terminate at the end of the Management Services Term. The Management Services Term shall commence one year after the Effective Date and shall terminate on the fourth anniversary of the Effective Date (the “Management Services Term”); provided, however, that the Management Services Term may, prior to its scheduled termination date, be extended for one-year periods upon the mutual agreement of the Parties.  Notwithstanding any other provision of this Agreement, no termination of the Management Services Term or other termination of this Agreement shall relieve (i) DAL of DAL’s obligation to pay Consultant any amount payable under Section 2 or DAL’s indemnification obligation to Consultant under Section 8 or (ii) either Party of their confidentiality obligations to each other under Section 5 and Section 6, for a period of twelve (12) months after the end of the Management Services Term, with respect to confidential information or trade secrets disclosed to either Party during the term of the Agreement.

2

4.Nature of Relationship.  Consultant shall be deemed to be an independent contractor and shall not be authorized to manage or direct the management of the affairs of, act in the name of or bind DAL.  DAL shall not be obligated to follow or accept any advice or recommendation made by Consultant, and the management, policies and operations of DAL shall be the sole responsibility of the management of DAL.  Nothing set forth in this Agreement shall be deemed to prohibit Consultant from serving any other person or entity in any capacity Consultant may deem appropriate or from conducting its business and affairs in any manner it may elect; provided, however, during the Management Services Term, Consultant and its Affiliates will not provide any services to a person or entity that directly competes with the business of DAL or any of its Affiliates conducted as of the date of this Agreement or in a manner that involves an actual conflict of interest with respect to DAL or any of its Affiliates.  Notwithstanding any other term of this Agreement, if Consultant presents to DAL the opportunity to acquire an entity or render services to another person or entity in connection with such an opportunity and DAL does not pursue such opportunity in good faith, Consultant shall be free to independently pursue such opportunity.

5.Confidentiality.

(a)In consideration of the payments to be received by Consultant under this Agreement, in recognition of the highly competitive nature of the industries in which DAL conducts its business, and to further protect the goodwill of DAL and to promote and preserve its legitimate business interests, Consultant agrees that Consultant shall not disclose at any time, except as required by applicable law or regulation, to anyone other than its Representatives, any confidential information or trade secret of DAL, its Affiliates or any customer of DAL (it being understood that such Representatives will be informed of the confidential nature of such information by Consultant and shall be directed by Consultant, and each will agree, unless such Representatives are already bound to maintain the confidentiality of such confidential information, to treat such information as confidential in accordance with this Section 5), or use such confidential information or trade secret for any purpose other than in connection with the Services.  If required by law or regulation to disclose confidential information or trade secrets, Consultant shall provide written notice to DAL of such requirement promptly after receipt of notice thereof and shall not comply with such requirement prior to providing such notice to the extent permitted by law or regulation.

(b)For the purpose of this Agreement, the term “confidential information” includes information concerning the business affairs of DAL or its Affiliates, contact information of current, former or prospective customers or suppliers of DAL and its Affiliates, planned and potential financial and business plans, methodologies of doing business, employee lists and telephone numbers, any information or documents that relate to, refer to, contain, or constitute trade secrets, and computer/software programs and associated documentation and material (i) which are proprietary to DAL or its Affiliates, customer or suppliers or (ii) which are proprietary to a third party from which DAL has purchased the right to use such programs or material and with respect to which DAL or its Affiliates are under an obligation to prevent disclosure to persons not authorized by DAL, its Affiliates or the third party owner to receive such information.  The term “confidential information” does not include information which (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) Consultant learns from a third party without knowledge of breach of any confidentiality obligations of such third party to DAL or its Affiliates, customers or suppliers with respect to such information, (iii) is already in the possession of Consultant as of the date of this Agreement (except for confidential information previously provided by DAL or its Affiliates or customers) or (iv) is independently developed by Consultant without reliance upon the confidential information of DAL or its Affiliates, customers or suppliers.  The confidential information shall remain the sole and exclusive property of DAL and its Affiliates, their respective customers, suppliers and third party owners thereof.

3

(c)Consultant shall use the confidential information and trade secrets of DAL, its Affiliates, customers and suppliers only in connection with the Services.  Consultant will not copy any of the confidential information of DAL, its Affiliates, customers and suppliers for any purpose except with the express consent of DAL.  Consultant will abide by and be bound by the confidentiality provisions of any confidentiality agreements relating to confidential information between DAL, its Affiliates and any of its customers, suppliers or other third parties of which Consultant has actual knowledge.

(d)Upon termination of this Agreement, or at any other time at DAL’s request, Consultant agrees to deliver promptly to DAL or destroy all confidential information (including manuals, letters, notes, notebooks, reports, formulae, computer programs and associated documentation and material, memoranda, customer’s lists, diskettes or other medium for electronic storage of information and all other materials and all copies thereof containing confidential information relating in any way to DAL, its Affiliates, their respective customers or suppliers or their respective businesses), in any way obtained by Consultant which are in Consultant’s possession or under its control, and Consultant will not make or retain any copies of any of the foregoing and will so represent to DAL upon termination of this Agreement.  Notwithstanding, anything in this Agreement to the contrary, Consultant shall not be required to destroy or deliver to DAL, and Consultant is expressly permitted to retain, any materials required to be maintained pursuant to Consultant’s legal or regulatory requirements or document retention policies or that are “backed-up” by Consultant pursuant to its normal policies or procedures.

(e)Each Party understands that monetary damages alone would be insufficient to make the other Party whole in the event a Party breaches, or is about to breach, any of the provisions of this Section 5 or Section 6.  Therefore, each Party agrees that, in addition to any monetary damages or other relief to which such Party may be entitled, the other Party shall be entitled to seek immediate and permanent injunctive relief in the event of any breach or threatened breach by the other Party of any provision of this Section 5 or Section 6, without the necessity of proving actual damages or the posting of any bond, and each Party waives any requirement for advance notification prior to the entry of such injunctive relief.  Failure to seek any or all remedies in one case does not restrict either Party from seeking any remedies in another situation.  Such action by either Party shall not constitute a waiver of any of its rights hereunder.

6.DAL Confidentiality.  DAL agrees that neither DAL, nor any DAL Representative shall disclose at any time, except as required by applicable law or regulation, or as agreed to in writing by the third party owner or provider of the applicable information, to anyone other than the DAL Representatives, any confidential information of any third party provided by Consultant to DAL or any DAL Representative; provided, that Consultant has advised DAL or any DAL Representative that such information is required to be maintained as confidential.  Each DAL Representative that receives any such information will be informed by DAL of the confidential nature of such information and shall be directed by DAL, and each will agree, unless the DAL Representatives are already bound to maintain the confidentiality of such confidential information, to treat such information as confidential in accordance with this Section 6.  Neither DAL, nor any DAL Representative shall use any such confidential information for any purpose other that the purpose for which it was provided by Consultant to DAL or any DAL Representative.  

4

DAL shall be responsible for any breach of this Section 6 by any DAL Representative.  If required by law or regulation to disclose such confidential information, DAL shall provide written notice to Consultant of such requirement promptly after receipt of notice thereof and shall not comply with such requirement prior to providing such notice to the extent permitted by law.  DAL and each DAL Representative that possesses any such confidential information shall refrain from reproducing such information (unless Consultant provides prior written consent to such reproduction) and shall promptly, upon Consultant’s written request or the earlier termination of this Agreement, return all such confidential information to Consultant.

7.Liability.  Neither Consultant nor any of its Representatives shall be liable to DAL or its subsidiaries or Affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of the Services, other than any loss, liability, damage or expense arising out of Consultant’s fraud, intentional misconduct, gross negligence, bad faith, knowing misconduct or material breach of Consultant’s obligations under this Agreement.

8.Indemnification.  DAL agrees to indemnify and hold harmless Consultant and its Representatives against and from any and all loss, liability, suits, claims, and damages (including attorneys’ fees relating to defending the same) arising from their performance hereunder; provided, however, that Consultant shall not be held harmless or indemnified under this Section 8 for any losses, liabilities or expenses arising out of Consultant’s or its Representatives’ fraud, intentional misconduct, gross negligence, bad faith, knowing misconduct or material breach of Consultant’s obligations under this Agreement.  Consultant and its Representatives will not, without DAL’s prior written consent, which consent shall not be unreasonably withheld, settle, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to herein.  Promptly after receipt by Consultant or its Representatives of service of any complaint or actual notice of the commencement of any action, claim, suit, investigation or proceeding with respect to which indemnification is being sought hereunder, such person will notify DAL in writing of the same, but failure to so notify DAL in writing of the same will relieve DAL of its obligation to indemnify such person only if and only to the extent of any actual and material prejudice suffered by DAL as a result thereof.  DAL shall be entitled to assume the defense of any such action, claim, suit, investigation or proceeding; provided, that any such assumption by DAL shall constitute an acknowledgment by DAL of its obligation to indemnify and hold harmless Consultant or its Representatives, as the case may be, for any loss, liability, suits, claims, and damages (including attorneys’ fees relating to defending the same) arising from the subject matter thereof.  Upon such assumption by DAL of the defense of any such action, claim, suit, investigation or proceeding, the Consultant and its Representatives shall have the right to participate in the same and to retain their own counsel but DAL shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof.

5

9.Entire Agreement; Amendment.  With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement between the Parties.  Neither Party will be entitled to benefits other than those specified herein.  No prior oral statements or contemporaneous negotiations or understandings or prior written material not specifically incorporated herein will be of any force and effect, and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment as provided herein, such amendment(s) to become effective on the date stipulated in such amendment(s).  No provision of this 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 enforce such waiver, amendment, supplement or modification.  The Parties specifically acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others, other than agreements or provisions incorporated in this Agreement by reference.

10.Governing Law; Venue; Jurisdiction.  This Agreement, and all matters arising under or related hereto, shall be governed according to the laws of the State of Florida, without respect to its conflict of law principles.  Each Party hereby consents to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America in the County of Broward for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts).

11.Notices. Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to DAL:	Law Offices of David J. Stern, P.A. 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 Attn:  David J. Stern Facsimile: 954-233-8444
	with a copy to:
	Dykema Gossett PLLC 400 Renaissance Center Detroit, MI  48234 Attn: Thomas Vaughn Facsimile:  313-568-6915
If to Consultant:	FlatWorld Consulting LLC c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, NY  10017 Attn:  Jeffrey A. Valenty Facsimile: 212-796-4002
	with a copy to:
	Proskauer Rose LLP 1585 Broadway New York, NY  10036 Attn: Daniel J. Eisner Facsimile:  212-969-2900

6

or such other address, or to the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (i) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date immediately following the date of such delivery, (ii) if by certified or registered mail, on the third business day after the mailing thereof or (iii) if by next-day or overnight courier or delivery, on the date of such delivery.

12.Severability.  The Parties have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties.  Accordingly, if any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or circumstance is adjudged to any extent invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction or an arbitration tribunal, such provision will be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances will not be affected thereby and will be valid and enforceable to the fullest extent permitted by law.  To the extent this Agreement is in violation of any applicable laws, the Parties shall negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to applicable laws.  Neither Party shall claim or assert illegality as a defense to the enforcement of this Agreement or any provision hereof; instead, any such purported illegality shall be resolved pursuant to this Section 12.

13.Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.  Any purported assignment in violation of this Section 13 will be void and of no effect.  Except for an assignment of this Agreement by Consultant to any of its Affiliates, Consultant may not delegate the performance of any Services to be provided under this Agreement to any party, other than one or more of its Representatives that normally performs such Services, provided, however, that notwithstanding the foregoing, Consultant shall remain fully responsible for compliance with the terms of this Agreement the same as if such delegation were not effected.

7

14.Further Assurances.  Each Party agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party in order to more fully effect the purposes of this Agreement.

15.No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of a Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

16.Counterparts; Effectiveness.  The Parties may execute this Agreement in separate counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  To the extent signed and delivered by means of a facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), this Agreement shall be treated in all manner and respect and for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person.  None of the undersigned shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that such signature was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the enforceability of this Agreement and each of the undersigned forever waives any such defense.

17.Definitions and Construction.

(a)“Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person.

(b)“DAL Representatives” means DAL’s employees, directors, officers, advisors, agents, controlling persons, consultants or other representatives.

(c)“Representatives” means Consultant’s employees, directors, officers, advisors, agents, controlling persons and, if approved by DAL in writing, consultants or other representatives.

(d)All references to “$” or “dollars” will be to United States dollars and all references to “days” will be to calendar days unless otherwise specified.

(e)As used in this Agreement, neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.

8

(f)The words “hereof”, “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement.

(g)The word “including” when used herein is not intended to be exclusive and means “including, but not limited to.”  The word “or” when used herein is not intended to be exclusive unless the context clearly requires otherwise.

(h)The schedules hereto will be deemed to be incorporated in and an integral part of this Agreement.

(i)All provisions of this Agreement have been mutually negotiated and drafted.  The provisions of this Agreement will be interpreted and construed in accordance with their fair meanings, and not strictly for or against either Party, regardless of which Party may have drafted this Agreement or any specific provision.

18.Enforcement.  In the event either Party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing Party will be entitled to recover the costs and expenses of such action so incurred, including reasonable attorney’s fees.

[Remainder intentionally left blank; signature page follows.]

9

IN WITNESS WHEREOF, the Parties have executed this FlatWorld Services Agreement as of the date first written above.

DAL GROUP, LLC

By:  FLATWORLD DAL LLC, its Member

By:          NAGINA ENGINEERING INVESTMENT

CORP., its Member

By:         ____________________________________

Name:    Raj K. Gupta

Title:      President

FLATWORLD CONSULTING LLC

By:             FORTUNA CAPITAL PARTNERS LP, its Member

By:           FORTUNA CAPITAL CORP., its General Partner

By:       __________________________________

Name:  Jeffrey A. Valenty

Title:    President

10

Schedule A

Approved Targets

Date	Target Name	Approval of DAL Group, LLC	Approval of FlatWorld Consulting LLC
________	_________________	By:  ____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:
________	_________________	By:  _____________________         Name:         Title:	By:  _____________________         Name:         Title:

11

EX-4.10

Exhibit 4.10

CONSULTING SERVICES AGREEMENT

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”.

Background

A.   DAL desires to retain the services of Consultant and Consultant desires to provide services to DAL.

Agreements

1.Provision of Services.

(a)During the Term (as defined below), Consultant will provide consulting services with respect to DAL’s business as the board of managers of DAL may reasonably request from time to time (the “Services”).  The Parties agree that each will cooperate with the other regarding the details of the specific Services to be provided.

(b)Consultant will devote such time, attention, and energy to the business and affairs of DAL deemed necessary by Consultant to perform the Services, but in no event will Consultant be required to devote more than an aggregate of 100 hours per calendar month.

(c)Consultant warrants that all Services will be performed in a good, professional, workmanlike and competent manner, in conformance with all applicable professional standards and the requirements of this Agreement.  Consultant agrees to provide the Services in accordance with applicable polices and procedures of DAL.

(d)Consultant agrees to provide the Services using personnel reasonably acceptable to DAL.

2.Compensation.  During the Term, Consultant shall receive an annual consulting fee of $480,000, paid in equal monthly installments of $40,000, paid in arrears, commencing on the date that is thirteen months after the date of this Agreement, and on the same day of each month thereafter.

3.Term.  The term of this Agreement (the “Term”) shall commence on the first anniversary of the date of this Agreement and shall terminate on the fourth anniversary of the date of this Agreement.

4.Nature of Relationship.  Consultant shall be deemed to be an independent contractor and shall not be authorized to manage or direct the management of the affairs of, act in the name of or bind DAL.  DAL shall not be obligated to follow or accept any advice or recommendation made by Consultant, and the management, policies and operations of DAL shall be the sole responsibility of the management of DAL.  Nothing set forth in this Agreement shall be deemed to prohibit Consultant from serving any other person or entity in any capacity Consultant may deem appropriate or from conducting its business and affairs in any manner it may elect; provided, however, during the Term, Consultant and its Affiliates will not render services to another person or entity in a manner that might involve an actual or potential conflict of interest with respect to DAL or any of its Affiliates.

1

5.Confidentiality.

(a)In consideration of the payments to be received by Consultant under this Agreement, in recognition of the highly competitive nature of the industries in which DAL conducts its business, and to further protect the goodwill of DAL and to promote and preserve its legitimate business interests, Consultant agrees that Consultant shall not disclose at any time, except as ordered by a court of competent jurisdiction, to anyone other than Consultant’s employees, directors, officers, advisors, agents or controlling persons (it being understood that such persons (i) will be bound by this Section 5 and that Consultant will inform such persons of the confidential nature of such information and shall be directed by Consultant, and each will expressly agree, to treat such information as confidential in accordance with this Section 5 or (ii) are already bound to maintain the confidentiality of any such information provided to such persons by Consultant) any confidential information or trade secret of DAL, its Affiliates or any customer of DAL or use such confidential information or trade secret for its or his own benefit or for the benefit of third parties.  If ordered by a court of competent jurisdiction to disclose confidential information or trade secrets, Consultant shall provide written notice to DAL of such order promptly after receipt and shall not comply with such order prior to providing such notice.

(b)For the purpose of this Agreement, the term “confidential information” includes information concerning the business affairs of DAL or its Affiliates, contact information of current, former or prospective customers, suppliers or clients of DAL and its Affiliates, planned and potential financial and business plans, methodologies of doing business, employee lists and telephone numbers, any information or documents that relate to, refer to, contain, or constitute trade secrets, and computer/software programs and associated documentation and material (i) which are proprietary to DAL or its Affiliates or (ii) which are proprietary to a third party from which DAL has purchased the right to use such programs or material and with respect to which DAL or its Affiliates are under an obligation to prevent disclosure to persons not authorized by DAL, its Affiliates or the third party owner to receive such information.  The term “confidential information” does not include information which (i) becomes generally available to the public other than by breach of this Agreement, or (ii) Consultant learns from a third party without knowledge of a breach of confidentiality by such third party to DAL or its Affiliates.  The confidential information shall remain the sole and exclusive property of DAL and its Affiliates, their respective customers and third party owners thereof.

(c)Consultant shall use the confidential information and trade secrets only in connection with the Services .  Consultant will not copy any of the Confidential Information for any purpose except with the express consent of DAL.  Consultant will abide by and be bound by the provisions of any agreements between DAL, its Affiliates and any of its customers, clients or other third parties of which Consultant is aware.

2

(d)Upon termination of this Agreement, or at any other time at DAL’s request, Consultant agrees to destroy or deliver promptly to DAL all manuals, letters, notes, notebooks, reports, formulae, computer programs and associated documentation and material, memoranda, customer’s lists, diskettes or other medium for electronic storage of information and all other materials and all copies thereof relating in any way to DAL, its Affiliates, their respective customers or their respective businesses, in any way obtained by Consultant which are in Consultant’s possession or under its control, including, but not limited to all Confidential Information in its possession, and Consultant will not make or retain any copies of any of the foregoing and will so represent to DAL upon termination of this Agreement.  Notwithstanding the foregoing, Consultant need not destroy or deliver to DAL and may retain any materials required to be maintained pursuant to Consultant’s document retention policies or that are “backed-up” by Consultant pursuant to normal policies or procedures.

(e)Consultant understands that monetary damages alone would be insufficient to make DAL whole in the event Consultant breaches, or is about to breach, any of the provisions of this Section 5.  Therefore, Consultant agrees that, in addition to any monetary damages or other relief to which DAL may be entitled, DAL shall be entitled to obtain immediate and permanent injunctive relief in the event of any breach or threatened breach by Consultant of any provision of this Agreement, without the necessity of proving actual damages or the posting of any bond, and Consultant waives any requirement for advance notification prior to the entry of such injunctive relief.  Failure to seek any or all remedies in one case does not restrict DAL from seeking any remedies in another situation.  Such action by DAL shall not constitute a waiver of any of its rights.

6.Entire Agreement; Amendment.  With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement between the Parties.  Neither Party will be entitled to benefits other than those specified herein.  No prior oral statements or contemporaneous negotiations or understandings or prior written material not specifically incorporated herein will be of any force and effect, and no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment as provided herein, such amendment(s) to become effective on the date stipulated in such amendment(s).  No provision of this 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 enforce such waiver, amendment, supplement or modification.  The Parties specifically acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the representations and agreements contained in this Agreement and no others, other than agreements or provisions incorporated in this Agreement by reference.

7.Governing Law; Venue; Jurisdiction.  This Agreement, and all matters arising under or related hereto, shall be governed according to the laws of the State of Florida, without respect to its conflict of law principles.  Each Party hereby consents to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America in the County of Broward for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts).

3

8.Notices. Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to DAL:	Law Offices of David J. Stern, P.A. 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  David J. Stern Facsimile: 954-233-8444
	with a copy to:
	Dykema Gossett PLLC 400 Renaissance Center Detroit, MI  48234 Attn: Thomas Vaughn Facsimile:  313-568-6915
If to Consultant:	Chardan Capital, LLC Suite 18E, Tower A Oriental Kenzo Plaza 48 Dongzhimenwai Street Beijing, 100027, China Fax No.: 86-10-84477246 Attn:  Li Zhang
	with a copy to:
	Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Attn:  Mitchell S. Nussbaum Facsimile:  212-407-4990

or such other address, or to the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (i) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (ii) if by certified or registered mail, on the third business day after the mailing thereof or (iii) if by next-day or overnight courier or delivery, on the date of such delivery.

4

9.Severability.  The Parties have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties.  Accordingly, if any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or circumstance is adjudged to any extent invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction or an arbitration tribunal, such provision will be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances will not be affected thereby and will be valid and enforceable to the fullest extent permitted by law.  To the extent this Agreement is in violation of any applicable laws, the Parties shall negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to applicable laws.  Neither Party shall claim or assert illegality as a defense to the enforcement of this Agreement or any provision hereof; instead, any such purported illegality shall be resolved pursuant to this Section 9.

10.Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.  Any purported assignment in violation of this Section 10 will be void and of no effect.  Consultant may not delegate the performance of any Services to be provided under this Agreement to any party, other than one or more of its Affiliates that normally performs such Services, provided, however, that notwithstanding the foregoing, Consultant shall remain fully responsible for compliance with the terms of this Agreement the same as if such delegation were not effected.

11.Further Assurances.  Each Party agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other Party in order to more fully effect the purposes of this Agreement.

12.No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of a Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

13.Counterparts; Effectiveness.  The Parties may execute this Agreement in separate counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  To the extent signed and delivered by means of a facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), this Agreement shall be treated in all manner and respect and for all purposes as an original and shall have the same binding legal effect as if it were the original signed version thereof delivered in person.  None of the undersigned shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that such signature was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the enforceability of this Agreement and each of the undersigned forever waives any such defense.

5

14.Definitions and Construction.  

(a)“Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person.

(b)All references in this Agreement to “Sections” refer to the sections of this Agreement. The section headings and titles appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement or the interpretation hereof.

(c)All references to “$” or “dollars” will be to United States dollars and all references to “days” will be to calendar days unless otherwise specified.

(d)As used in this Agreement, neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.

(e)The words “hereof”, “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement.

(f)The word “including” when used herein is not intended to be exclusive and means “including, but not limited to.”  The word “or” when used herein is not intended to be exclusive unless the context clearly requires otherwise.

(g)All provisions of this Agreement have been mutually negotiated and drafted.  The provisions of this Agreement will be interpreted and construed in accordance with their fair meanings, and not strictly for or against either Party, regardless of which Party may have drafted this Agreement or any specific provision.

15.Enforcement.  In the event either Party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing Party will be entitled to recover the costs and expenses of such action so incurred, including reasonable attorney’s fees.

[Remainder intentionally left blank; signature page follows.]

6

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the date first written above.

DAL GROUP, LLC

By:  FLATWORLD DAL LLC, its Member

By:           NAGINA ENGINEERING INVESTMENT

CORP., its Member

By:       ____________________________________

Name:  Raj K. Gupta

Title:    President

CHARDAN CAPITAL LLC

By:   _____________________________________

Its:   ______________________________________

7

EX-4.11

Exhibit 4.11

WARRANT SALE AGREEMENT

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”).

Recital

WHEREAS, the Existing Shareholders have agreed as a condition of the Stern Participants’ closing the transactions contemplated by the Master Acquisition Agreement dated December 10, 2009, by and among the Company, the Stern Participants, and other parties (the “Master Acquisition Agreement”) to enter into this Agreement.

IT IS AGREED:

1.Exercise or Sale of Warrants.  

(a)Following the later of (i) six (6) months after the Closing and (ii) Registration Statement Effective Date (the “Trigger Date”), each of the Existing Shareholders agrees to exercise for cash or sell all of the Private Placement Warrants owned by them (the “Covered Warrants”).  The Existing Shareholders shall exercise for cash or sell on average for each day after the Trigger Date that the last reported sales price of the Company’s Ordinary Shares on The Nasdaq Stock Market, LLC is greater than $9.00 (the “Closing Price Threshold”) a number of Covered Warrants equal to the greater of (A) ten (10%) percent of the ADTV of the Company’s Ordinary Shares for each day after the Trigger Date that the Closing Price Threshold was satisfied or (B) 50,000 Covered Warrants.  The average daily number of Covered Warrants exercised for cash or sold shall be measured on a weekly basis beginning with the week in which the Closing Price Threshold is first met after the Trigger Date and on a cumulative basis each week thereafter.  Sales of Covered Warrants shall be included as sales for purposes of the foregoing calculation, whether sold in a reported transaction or in a private placement transaction.

(b)The Existing Shareholders shall coordinate their exercises and sales of the Covered Warrants so as to satisfy the requirements of Section 1(a) as follows:

(i)Immediately following the Trigger Date, each Existing Shareholder shall notify the Agent in writing of the (A) number of Covered Warrants they elect to exercise with cash from the sale of other such Covered Warrants (the “Cashless Exercise Warrants”); (B) the number of such Warrants they elect to exercise from other cash resources and the date on which they intend to exercise such Warrants; and (C) the number of such Warrants they direct the Agent to sell on their behalf (the “Sale Warrants”).  If, based upon the notices received by the Agent from the Existing Shareholders, the Agent determines that the Existing Shareholders will not be able to satisfy their obligations under Section 1, it shall revise the desired sales and exercises by the Existing Shareholders as it deems appropriate to allow the Existing Shareholders to satisfy their obligations under Section 1 and so shall notify the Existing Shareholders of revisions to their notices.  Each Existing Shareholder may change such designation from time to time by written notice to the Agent; provided that such change does not adversely impact the ability of the Existing Shareholders to satisfy their obligations under Section 1, as determined in the sole discretion of the Agent.

1

(ii)The Agent shall coordinate the sale of the Sale Warrants by the Existing Shareholders so as to satisfy the requirements of Section 1(a), when taken in conjunction with Covered Warrants exercised by the Existing Shareholders.

(iii)To the extent an Existing Shareholder elects to exercise Cashless Exercise Warrants, the proceeds from the first Covered Warrants owned by that Existing Shareholder sold by the Agent shall be used to exercise such Warrants on behalf of the Existing Shareholder.

(iv)The Agent shall sell Covered Warrants in such order, numbers, proportions, times, prices, manner, including private sales, market trades or block purchases, and other terms as the Agent shall determine in its sole discretion, and the Agent is not required to sell Covered Warrants on a proportionate basis among the Existing Shareholders.

(v)If an Existing Shareholder fails to exercise a Covered Warrant within seven (7) days after the date indicated in its written notice, the Agent is authorized to sell those Covered Warrants on behalf of the Existing Shareholder.

(vi)The Agent will remit net proceeds from the sale of Covered Warrants directly to the Existing Shareholders who own such Warrants.

(c)A sale to a Permitted Transferee shall not be deemed to be a sale for purposes of this Agreement.

(d)Each of the Existing Shareholders shall not exercise any of the Private Placement Warrants held by them, except for cash.

(e)The Existing Shareholders will sell the Covered Warrants only to persons who agree in writing to exercise such warrants within fifteen (15) days after they purchase such warrants from the Existing Shareholdersand will cooperate with the Stern Participants as is reasonably necessary to enforce such obligation.

(f)To the extent permitted by applicable law, the Company agrees to allow the Agent to pay the exercise price of the Covered Warrants sold for its own account or for the accounts of the Existing Shareholders by delivery of a binding written commitment, in a form reasonably acceptable to the Company, to pay the exercise price of the Covered Warrants being exercised within fifteen (15) days following the delivery of the subscription form required for the exercise of the warrant.

2

(g)The Company agrees that as promptly as possible following the closing of the transactions contemplated by the Master Acquisition Agreement, the Company shall file with the SEC the registration statement described in the definition of Registration Statement Effective Date and shall take such actions as are necessary to qualify for sale the securities covered by such registration statement in those states in which the such securities were initially offered by the Company.  The Company shall cause the such registration statement to become effective as soon as is reasonably possible and to maintain the effectiveness of such registration statement until at least the Termination Date.

2.Transfer Restrictions.  The Existing Shareholders shall not transfer or assign any of the Covered Warrants owned by them to a Permitted Transferee unless the Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement.

3.Amendments to Warrants.  The Existing Shareholders will not agree to any amendments to the Private Placement Warrants without the consent of the Stern Participants.

4.Escrow.  Prior to the Termination Date, the outstanding Private Placement Warrants shall be held in escrow pursuant to the terms of the Private Placement  Warrant Escrow Agreement, as amended as set forth in Exhibit Bhereto.

5.Share Issuance.  In consideration for the Existing Shareholders entering into this Agreement, effective as of the date of the exercise for cash or sale of each Covered Warrant prior to the Termination Date, .116505 Ordinary Shares of the Company for each such warrant so exercised or sold will be issued as directed by the Agent to the Existing Shareholders (the number of shares issued to each Existing Shareholders to be determined by the Agent in its sole discretion) pursuant to written instructions provided by the Agent to the Company (the “Additional Shares”).  Additional Shares shall be issued to the Existing Shareholders promptly following the end of each calendar quarter, based on the number of Covered Warrants exercised or sold by the Existing Shareholders during such calendar quarter.  The Company shall not be required to issue fractional Ordinary Shares and any such fractional amount shall be carried over to the next issuance to the Existing Shareholders or, if earlier, will lapse at the Termination Date.

6.Representations and Warranties.  Each Existing Shareholder hereby represents and warrants to the Company and the Stern Participants that:

(a)The Existing Shareholder owns all of the Private Placement Warrants listed next to his or her name on Exhibit A.

(b)The execution and delivery by the Existing Shareholder of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Existing Shareholder does not conflict with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to which the Existing Shareholder is subject.

(c)The Existing Shareholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

3

(d)The Additional Shares are being acquired for the Existing Shareholder’s own account, only for investment purposes and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

(e)The Existing Shareholder has the full right, power and authority to enter into this Agreement and this Agreement is a valid and legally binding obligation of the Existing Shareholder enforceable against the Existing Shareholder in accordance with its terms.

(f)The Existing Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities of the Company or the fairness or suitability of the investment in the securities of the Company nor have such authorities passed upon or endorsed the merits of the offering of the securities of the Company.

7.Registration Rights.  The Existing Shareholders shall have registration rights relating to the Additional Shares pursuant to the Registration Rights Agreement, dated as of ________, 2008, by and among the Company and the persons listed on the signature page thereto, as amended, as if registration rights for the Additional Shares were originally included therein.

8.Legends; Denominations.

(a)Legend.  The Company will issue the Additional Shares in the name of the Existing Shareholders and in such denominations to be specified by the Agent.  Certificates representing the Additional Shares will bear the following legend and appropriate “stop transfer” instructions will be provided to the Company’s transfer agent:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

9.Governing Law.  This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York.  Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York in the Untied States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.  Any such process or summons to be served upon any of the parties hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof.  Such mailing shall be deemed personal service and shall be legal and binding upon each of the parties hereto in any action, proceeding or claim.

4

10.Amendments.  This Agreement may not be modified or changed without the prior written consent of each of the parties to this Agreement.

11.Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be charged.

12.Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

13.Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

14.Notices.  Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if mailed, two days after the date of mailing, as follows:

If to the Company to:
	Chardan 2008 China Acquisition Corp. c/o Chardan Capital, LLC 474 Three Mile Road Glastonbury, CT 06033 Attn:  Dan Beharry Facsimile:  (281) 644-5751 email: dbeharry@chardancapital.com
with a copy to (which shall not constitute notice):
	Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Attn:  Mitchell S. Nussbaum Facsimile:  212-407-4990 email: mnussbaum@loeb.com
If to an Existing Shareholder, to his or her address as set forth in Exhibit A.
If to the Stern Participants:
	c/o David J. Stern 900 S. Pine Island Road Suite 400 Plantation, FL 33324 Facsimile:  (954) 233-8444
with a copy (which shall not constitute notice) to:
	Dykema Gossett PLLC 400 Renaissance Center Detroit, MI 48243 Attn:  Thomas Vaughn Facsimile:  (313) 568-6915 Email:  tvaughn@dykema.com

5

15.Counterparts.  This Agreement may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.

16.Attorney’s Fees.  In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing parties all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

17.Termination.  The Existing Shareholders’ obligations under this Agreement shall terminate upon the earlier of (i) payment in full of the Stern Deferral Note, Post-Closing Cash, the FlatWorld Warrant Proceeds, the FlatWorld Additional Warrant Proceeds, the Chardan Capital Fee and the Deferral Notes or (ii) the shareholders of the Company becoming subject to Section 16 of the Securities Exchange Act of 1934 (the “Termination Date”).

18.Appointment of Agent.

(a)Each Existing Shareholder irrevocably constitutes and appoints Agent as such Existing Shareholder’s true and lawful agent, proxy and attorney-in-fact and authorizes Agent acting for such Existing Shareholder and in such Existing Shareholder name, place and stead, in any and all capacities, to do and perform every act and thing required or permitted to be done by such Existing Shareholder or Agent hereunder or otherwise in connection with the agreements and transactions contemplated by this Agreement, as fully to all intents and purposes as such Existing Shareholder might or could do in person, including without limitation:

(i)Direct the escrow agent under the Private Placement Warrant Escrow Agreement to release Existing Shareholder’s Warrants held thereunder upon their sale pursuant to the terms of this Agreement.

6

(ii)Take any and all action on behalf of such Existing Shareholder as Agent may deem necessary or desirable to effect this Agreement; and

(iii)Engage and employ agents and representatives (including accountants, legal counsel and other professionals), which may include affiliates of the Agent, and to incur such other expenses as Agent deems necessary or prudent in connection with the administration of the foregoing, including customary brokerage fees and commissions.

(b)Each Existing Shareholder grants unto Agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Agent might or could do in person, hereby ratifying and confirming all that Agent may lawfully do or cause to be done by virtue hereof.  Each Existing Shareholder will, by executing this Agreement, agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of Agent and the Stern Participants and shall survive the death, incapacity, or bankruptcy of such Existing Shareholder.  Each Existing Shareholder acknowledges and agrees that upon execution of this Agreement, the Existing Shareholder shall be bound by any delivery by Agent of any waiver, amendment, agreement, opinion, certificate or other documents executed by Agent or any decisions made by Agent pursuant to this Agreement as fully as if such Existing Shareholder had executed and delivered such documents and made such decisions.

(c)Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Existing Shareholder, except in respect of amounts received on behalf of such Existing Shareholder.  Agent shall not be liable to any Existing Shareholder for any action taken or omitted by Agent or any agent employed by it hereunder or under or in connection with the transactions contemplated by this Agreement, except that Agent shall not be relieved of any liability imposed by law for gross negligence or willful misconduct.  Agent shall not be liable to any Existing Shareholder for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Existing Shareholder to whom payment was due, but not made, shall be to recover from any other Existing Shareholder any payment in excess of the amount of which they are determined to have been entitled.  Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement.

19.Definitions.  The capitalized terms used in this Agreement shall have the meaning set forth below.

(a)“ADTV” means the daily trading volume for the Company’s Ordinary Shares.

(b)“Additional Shares” is defined in Section 5.

7

(c)“Agent” means ______________.

(d)“Agreement” is defined in the Preamble.

(e)“Cashless Exercise Warrants” is defined in Section 1(b).

(f)“Chardan Capital Fee” is defined in the Contribution Agreement.

(g)“Closing” is defined in the Contribution Agreement.

(h)“Closing Price Threshold” is defined in Section 1(a).

(i)“Company” is defined in the Preamble.

(j)“Contribution Agreement” means the Contribution and Membership Purchase Agreement dated January 15, 2010.

(k)“Covered Warrants” is defined in Section 1(a).

(l)“Deferral Notes” is defined in the Contribution Agreement.

(m)“Existing Shareholders” is defined in the Preamble.

(n) “FlatWorld Additional Warrant Proceeds” is defined in the Contribution Agreement.

(o)“FlatWorld Warrant Proceeds” is defined in the Contribution Agreement.

(p)“Master Acquisition Agreement” is defined in the Recitals.

(q)“Permitted Transferee” is defined in the Private Placement Warrant Escrow Agreement.

(r)“Post-Closing Cash” is defined in the Contribution Agreement.

(s)“Private Placement Warrants” is defined in the Private Placement Warrants Escrow Agreement.

(t)“Private Placement Warrant Escrow Agreement” means the Securities Escrow Agreement dated ________, 2008, by and among Chardan and certain of the Existing Shareholders.

(u)“Registration Statement Effective Date” means the date that the registration statement required to effect the registration of (i) the Private Placement Warrants that have not previously been registered with the SEC, and under applicable state securities laws, for resale, and (ii) the Ordinary Shares issuable upon exercise of those Warrants that have not previously been registered for issuance upon such exercise, becomes effective with the SEC.

(v)“Representatives” is defined in the Securities Escrow Agreement.

8

(w)“Sale Warrants” is defined in Section 1(b).

(x)“SEC” means the United States Securities and Exchange Commission.

(y)“Securities Act” is defined in Section 6(c).

(z)“Stern Deferral Note” is defined in the Contribution Agreement.

(aa) “Stern Participants” is defined in the Preamble.

(bb)“Termination Date” is defined in Section 17.

(cc)“Trigger Date” is defined in Section 1(a).

[REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]

9

IN WITNESS WHEREOF, the execution of this Warrant Exercise Agreement as of the date first above written.

CHARDAN 2008 CHINA ACQUISITION CORP.
By:
	Name:  Kerry Propper Title:  Chief Executive Officer
LAW OFFICES OF DAVID J. STERN, PA
By:
	Name:  David J. Stern Title:  President
PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.
By:
	Name:  David J. Stern Title:  President
DEFAULT SERVICING, INC.
By:
	Name:  David J. Stern Title:  President

10

[Only those Existing Stockholders agreeing to be party to this Agreement shall execute it.  Any signature block for an Existing Stockholder who chooses not to enter into this agreement shall be deleted]

EXISTING SHAREHOLDERS

Kerry Propper

Steve Urbach

Jonas Grossman

Jiangnan Huang

Dr. Richard D. Propper

Paula Beharry

Daniel Beharry

Li Zhang

Li Gong

Dr. Jianjun Shi

Xiaosong Zhong

Michael Walas

Mark Brewer

Ryan Hallman

11

EX-4.12

Exhibit 4.12

SENIOR TERM NOTE

$[__________]   January 15, 2010

FOR VALUE RECEIVED, DAL GROUP, LLC, a Delaware limited liability company (the “Maker”), promises to pay to the order of [_____________] (the “Payee”) at [____________________________]  or at such other place as may be designated in writing by the Payee, the principal sum of [_____________ DOLLARS and 00/100 ($[___________])], together with interest on the unpaid principal balance computed from the date hereof at a rate equal to the Contract Rate (as hereafter defined), on or before the first anniversary of the date of this Senior Term Note (such date, the “Maturity Date”) if not sooner paid.

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.

1.CONTRACT RATE AND AMORTIZATION.

a.Contract Rate.  The term “Contract Rate” means an interest rate per annum equal to fifteen percent (15.0%).  Interest shall be (i) calculated on the basis of the actual number of days elapsed over a year of 365 days and compounded annually and (ii) payable monthly, in arrears, commencing on February 1, 2010 and on the first day of each month thereafter (or if such day is not a business day, on the first business day immediately following such day) through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise.  Following the occurrence and during the continuance of an Event of Default, the outstanding principal amount under this Note shall accrue interest at the Default Rate (as hereafter defined).  For purposes hereof, the term “Default Rate” means an interest rate per annum equal to the lesser of (i) the Contract Rate plus seven percent (7.0%) or (ii) the highest lawful rate.  In no event shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law.

b.Principal Payments. Payment of the principal amount outstanding under this Note (the “Principal Amount”) shall be made by the Maker to the Payee on the Maturity Date.

c.Optional Redemption.  The Maker may prepay this Note in full or in part at any time without penalty.  Any prepayment of principal of this Note shall be accompanied by the payment of all accrued and unpaid interest on the principal amount so prepaid.

d.Payments.  All payments to be made by the Maker to the Payee pursuant to this Note shall be in immediately available United States funds, without setoff or counterclaim.

2.DEFINED TERMS.  Whenever used, the singular number shall include the plural, the plural the singular, and the words “Payee” and “Maker” shall include, respectively, their respective heirs, executors, successors and assigns.  Capitalized terms not defined in this Note shall have the meanings given to them in the Loan Agreement.

3.HEADINGS, ETC.  The headings and captions of the numbered paragraphs of this Note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

4.WAIVER.  The Maker waives presentment, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and consents to any or all delays, extensions of time, renewals, release of any party to any document related to this Note, and of any available security therefor, and any and all waivers or modifications that may be granted or consented to by the Payee with regard to the time of payment, and agrees that no such action, delay or failure to act on the part of the Payee shall be construed as a waiver by the Payee of, or otherwise affect, in whole or in part, its right to avail itself of any remedy with respect thereto.

5.ASSIGNABILITY.  This Note shall be binding upon the Maker and its heirs, executors, successors and assigns, and shall inure to the benefit of the Payee and its successors and assigns, and may be assigned by the Payee.  The Maker may not assign any of its obligations under this Note without the prior written consent of the Payee, any such purported assignment without such consent being null and void.

6.AMENDMENTS.  This Note may not be modified, amended or otherwise changed except by an agreement in writing signed by the Maker and the Payee.  No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Payee and, if so given by the Payee, shall only be effective in the specific instance in which given.

7.ADDITIONAL DOCUMENTS. Maker and Payee have also entered into the Loan Documents which, among other items, provide for security for this Note and other matters.  Reference is hereby made to the Loan Documents for additional terms relating to the transactions giving rise to this Note, the security or support given for this Note and the additional terms and conditions under which this Note matures or may be accelerated or prepaid.

8.GOVERNING LAW.  THIS NOTE SHALL BE DELIVERED AND ACCEPTED IN AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year first above written.

DAL GROUP, LLC

   By:________________________________

Name:

Title:

Address:

_____________________

_____________________

EX-4.13

Exhibit 4.13

SENIOR LOAN, SECURITY AND PLEDGE AGREEMENT

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.”

BACKGROUND

The Borrower has requested that the Lenders make loans and advances available to the Borrower; and the Lenders have agreed to make such loans and advances to the Borrower on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and undertakings and the terms and conditions contained herein, the parties hereto agree as follows:

Section 1DEFINITIONS.

1.1Defined Terms.  For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

“Affiliate” of any person or entity shall mean (a) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with such person or entity or (b) any officer or director of such entity.  A person or entity shall be deemed to be “controlled by” any other person or entity if such person or entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such person or entity whether by contract, ownership of voting securities, membership interests or otherwise.

“Bankruptcy Code” shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

“Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which Lenders are authorized or required to be closed for the conduct of commercial banking business in New York, New York.

“Capital Expenditures” shall mean all expenditures (including Capitalized Lease Obligations) which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Borrower and its Subsidiaries, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

1

“Capital Lease” shall mean a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by a lessee that is, or should be recorded as a “capital lease” on the financial statements of the lessee prepared in accordance with GAAP.

“Capital Securities” shall mean, with respect to any Person, all shares, participations, membership interests or other ownership interests of any kind (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

“Capitalized Lease Obligations” shall mean all rental obligations as lessee under a Capital Lease which are or will be required to be capitalized on the books of the lessee in accordance with GAAP.

“Change in Control” shall mean the occurrence of any of the following events: (a) Chardan shall cease to own and control, directly or indirectly, at least the percentage of the outstanding Capital Securities of the Borrower that it owns or controls on the date of this Agreement, as adjusted for this purpose to reflect the conversion of the Series B Preferred Units into Common Units when they actually convert; (b) the granting by Chardan, directly or indirectly, of a security interest in its ownership interest in the Borrower, which could result in a change in the identity of the individuals or entities in control of the Borrower; (c) a sale by the Borrower of its interest in a Guarantor or (d) a sale of all or substantially all of the assets of Borrower or a Guarantor.  For the purpose hereof, the terms “control” or “controlling” shall mean the possession of the power to direct, or cause the direction of, the management and policies of the Borrower by contract or voting of securities or ownership interests.

“Chardan” shall mean Chardan 2008 China Acquisition Corp., a corporation organized under the laws of the British Virgin Islands.

“Chardan Change in Control” shall mean (a) a merger involving Chardan if, following the merger, the shareholders of Chardan immediately prior to the merger do not own more than fifty percent (50%) of the total voting power of the surviving company; (b) a share exchange in which the shareholders of Chardan exchange their shares in Chardan for shares of another corporation, provided, that such share exchange shall result in the exchange of more than fifty percent (50%) of the total fair market value or total voting power of Chardan shares outstanding before such share exchange for shares of another corporation, if, following the share exchange, the shareholders of Chardan immediately prior to the share exchange do not own more than fifty percent (50%) of the total voting power of such other corporation following the share exchange; (c) a sale of all or substantially all of the assets of Chardan, except to an Affiliate and/or except if, following the sale, the shareholders of Chardan immediately prior to the sale own more than fifty percent (50%) of the voting power, directly or indirectly, of the acquiring company;  (d) any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than David J. Stern or any Affiliate of David J. Stern or any employee benefit plan or employee benefit trust benefiting the employees of any Obligor) becoming a beneficial owner, directly or indirectly, of securities of Chardan representing more than fifty percent (50%)

2

of either the total fair market value of Chardan’s securities, or the combined voting power of Chardan’s then outstanding voting securities; (e) a merger or share exchange involving the Borrower and/or any Guarantor, if (i) following the transaction, the Borrower and/or all of the Guarantors are no longer Affiliates of Chardan and (ii) following the transaction, the shareholders of Chardan immediately prior to the merger or share exchange do not own more than fifty percent (50%) of the total voting power, directly or indirectly, of the surviving or acquiring company; or (f) the Borrower and/or any Guarantor is no longer an Affiliate of Chardan.

“Collateral” shall have the meaning set forth in Section 3.1 hereof.

“Collateral Access Agreement” shall mean an agreement in form and substance reasonably satisfactory to each Lender pursuant to which a mortgagee or lessor of real property on which any collateral for the Obligations is stored or otherwise located, or a processor or other bailee holding property owned by the Borrower or any of its Subsidiaries, acknowledges the security interests of each Lender and waives any liens held by such person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Lenders reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

“Common Units” has the meaning set forth in the Operating Agreement.

“EBITDA” shall mean earnings before interest, taxes, depreciation and amortization, as reflected on the Borrower’s and its Subsidiaries’ financial statements determined in accordance with GAAP.

“Environmental Laws” shall mean all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Event of Default” shall mean any of the events or conditions which are set forth in Section 8 hereof.

“GAAP” shall mean United States generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the

3

circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

“Guarantor” and “Guarantors” shall mean, respectively, each of and collectively, the following: DJS Processing, LLC, Default Servicing, LLC and Professional Title and Abstract Company of Florida, LLC.

“Guaranty” shall mean, collectively, each Guaranty dated as of the date of this Agreement, executed by each of the Guarantors to and for the benefit of the Lenders, in the form prepared by and reasonably acceptable to the Lenders.

“Hazardous Substances” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, service marks and trademarks, and all registrations and applications for registration therefor and all licensees thereof, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Junior Loan Agreement” shall mean the Loan, Security and Pledge Agreement, dated as of the date hereof, among the Borrower and the Junior Secured Parties, as may be amended, restated, supplemented or otherwise modified from time to time.

“Junior Obligations” shall mean the “Obligations” as such term is defined in the Junior Loan Agreement.

“Junior Secured Parties” shall mean, collectively, the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida, Professional Title and Abstract Company of Florida, Inc., a corporation organized under the laws of the State of Florida, and Default Servicing, Inc., a corporation organized under the laws of the State of Florida.

“Liabilities” shall mean at all times all liabilities of the Borrower and its Subsidiaries that would be shown as such on a balance sheet of the Borrower or its Subsidiaries prepared in accordance with GAAP.

4

“Loan Documents” shall mean the Term Notes, the Operating Company Security Agreements, this Agreement, the Subordination and Intercreditor Agreement and each Guaranty, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the assets, business, properties, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Obligor to perform any of the Obligations under any of the Loan Documents, or (c) a material adverse effect on (i) any substantial portion of any collateral for the Obligations, (ii) the legality, validity, binding effect or enforceability against the Borrower or any Obligor of any of the Loan Documents, (iii) the perfection or priority of any lien or security interest granted to any Lender under any Loan Document, or (iv) the rights or remedies of any Lender under any Loan Document.

“Maturity Date” shall mean the Maturity Date stated in the Term Notes, as such date may be extended by the Lenders pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Lenders in their sole and absolute discretion in substitution for the Term Notes.

“Obligations” shall mean the obligations under the Term Notes, all interest accrued thereon (including interest which would be payable post-petition in connection with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder), any fees due to any Lender hereunder, any reasonable expenses incurred by any Lender hereunder and any and all other liabilities and obligations of the Borrower to any Lender whether under this Agreement or under any other Loan Document.

“Obligor” shall mean the Borrower, any Guarantor, accommodation endorser, third party pledgor, or any other party liable with respect to the Obligations.

“Operating Agreement” shall mean the Amended and Restated Operating Agreement of DAL Group, LLC, dated as of the date of this Agreement.

“Operating Companies” shall mean, collectively, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and Default Servicing, LLC.

“Operating Company Operating Agreement” shall mean, collectively, the Limited Liability Company Agreement of DJS Processing, LLC, dated January 14, 2010, the Limited Liability Company Agreement of Professional Title and Abstract Company of Florida, LLC, dated January 14, 2010 and the Limited Liability Company Agreement of Default Servicing, LLC, dated January 14, 2010, as each may be amended from time to time.

“Operating Company Security Agreement” shall mean, collectively, each Senior Security Agreement dated as of even date herewith made by each Guarantor in favor of the Lenders pursuant to which such Guarantor grants to the Lenders a security interest in substantially all of its assets, as amended, restated, modified or supplemented and in effect from time to time.

“Organizational Identification Number” shall mean, with respect to Borrower, the organizational identification number assigned to Debtor by the applicable governmental unit or agency of the jurisdiction of organization of the Borrower.

5

“Permitted Liens” shall mean (a) liens for taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no lien has been filed; (b) liens arising in the ordinary course of business (such as (i) liens of carriers, warehousemen, mechanics and materialmen and other similar liens imposed by law, and (ii) liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services, which do not in the aggregate materially detract from the value of the property or assets of the Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the Borrower’s business or any of its Subsidiaries’ businesses and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no lien has been filed; (c) attachments, appeal bonds, judgments and other similar liens to the extent such liens have not yet resulted in an Event of Default under Section 8.9 hereof; (d) easements, rights of way, restrictions, minor defects or irregularities in title and other similar liens not interfering in any material respect with the ordinary conduct of the business of Borrower or any Guarantor; (e) liens arising in connection with Capitalized Lease Obligations (and attaching only to the property being leased); (f) liens granted to the Lenders and the Secured Party Representative hereunder and under the Loan Documents; (g) liens listed on Schedule 6.2, (h) bankers’ liens, rights of set off or similar rights for financial institutions in any deposit accounts; (i) any interest or title of a lessor under any operating lease entered into in the ordinary course of business and covering only the assets so leased, (j) any interest of title of a licensor, sublicensor, lessor or sublessor, lessee or sublessee, in each case under any license or lease agreement in the ordinary course of business, and liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing a lessor’s interest under leases, (k) liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and (l) any renewal or extension of any lien permitted above, so long as such renewal or extension does not extend the lien to any additional property or secure a greater obligation, other than after-acquired title in such property and the proceeds thereof.

“Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

“Pledged Membership Interests” shall mean Borrower’s entire membership in each DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC and Default Servicing, LLC.

6

“Pro Rata Share” shall mean with respect to all matters relating to any Lender (a) with respect to the commitment of that Lender to advance its share of the Term Loan on the date hereof, the percentage obtained by dividing (i) the amount set forth next to such Lender’s name on Schedule 1 hereto by (ii) the aggregate amount of the Term Loan Commitment to be advanced by all of the Lenders on the date hereof and (b) with respect to the Term Loan after the advancing of the Term Loan, the percentage obtained by dividing (i) the aggregate outstanding principal balance of the Term Loan held by that Lender by (ii) the outstanding principal balance of the Term Loans held by all Lenders.

“Secured Party Representative” has the meaning set forth in Section 10.14.

“Series B Preferred Units” has the meaning set forth in the Operating Agreement.

“Subordinated Debt” shall mean that portion of the Liabilities of the Borrower and each Subsidiary in existence on the date hereof which is subordinated to the Obligations in a manner reasonably satisfactory to the Lenders, including right and time of payment of principal and interest.

“Subordination and Intercreditor Agreement” shall mean the Subordination and Intercreditor Agreement dated as of even date herewith among the Borrower, the Lenders, the Lender (as defined in the Junior Loan Agreement) and the Junior Secured Parties.

“Subsidiary” and “Subsidiaries” shall mean each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships, joint ventures or other entities of which or in which the Borrower owns, directly or indirectly, such number of outstanding Capital Securities as have more than fifty percent (50.00%) of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.

“Term Loan” has the meaning set forth in Section 2.1.

“Term Loan Commitment” means (a) as to any Lender, the commitment of such Lender to make its Pro Rata Share of the Term Loan on the date hereof as set forth on Schedule 1 to this Agreement, and (b) as to all Lenders, the aggregate commitment of all Lenders to make the Term Loan, which aggregate commitment shall be [FIFTEEN MILLION EIGHTY-EIGHT THOUSAND SEVEN HUNDRED THIRTY-FIVE DOLLARS AND NINETY-SEVEN CENTS ($15,088,735.97)] on the date hereof.  After advancing the Term Loan, each reference to a Lender’s Term Loan Commitment shall refer to that Lender’s Pro Rata Share of the outstanding Term Loan.

“Term Note” and “Term Notes” shall mean, respectively, each of and collectively, the senior term notes, each in substantially the form of Exhibit A and duly executed by the Borrower and payable to the order of any Lender or Lenders, together with any and all renewal, extension, modification or replacement notes executed by the Borrower and delivered any Lender and given in substitution therefor in accordance with the terms hereof.

“UCC” shall mean the Uniform Commercial Code in effect in the State of New York from time to time.

7

“Unmatured Event of Default” shall mean any event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

“Voidable Transfer” shall have the meaning set forth in Section 10.3 hereof.

1.2Accounting Terms.  Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP.  Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to any Lender pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with sound accounting practices and GAAP as used in the preparation of the financial statements of the Borrower and its Subsidiaries on the date of this Agreement.  If any changes in accounting principles or practices from those used in the preparation of the Borrower’s, the Subsidiaries’ or any Guarantor’s financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to any Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the Parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of the Borrower, the Subsidiaries and the Guarantors will be the same after such changes as they were before such changes; and if the Parties fail to agree on the amendment of such provisions, the Borrower, each Subsidiary and the Guarantors will furnish financial statements in accordance with such changes for all financial covenants, shall perform all financial covenants and shall otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by the Borrower’s, the Subsidiaries’ and Guarantors’ accountants.

1.3Other Terms Defined in UCC.  All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

1.4Other Interpretive Provisions.

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.  Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

(b)Section and Schedule references are to this Agreement unless otherwise specified.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement

8

(c)The term “including” is not limiting, and means “including, without limitation”.

(d)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

(g)This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

Section 2TERM NOTES AND OBLIGATIONS.

2.1Term Notes. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, on the date of this Agreement, (a) (i) each Lender designated as a “new lender” on Schedule 1 hereto agrees to make a term loan (collectively, the “New Term Loan”) on the date hereof to the Borrower in the amount equal to the applicable Lender’s Term Loan Commitment and (ii) each Lender designated as a “deferred lender” on Schedule 1 hereto agrees to receive a promissory note in an amount equal to the applicable Lender’s Term Loan Commitment in exchange for certain obligations owed to them by the Borrower (collectively, the “Deferred Term Loan”, and collectively with the New Term Loan, the “Term Loan”) and (b) Borrower shall issue to the Lenders, and the Lenders shall accept from Borrower, the Term Notes.  The principal amount of the Term Notes outstanding from time to time shall bear interest at the rate set forth in the Term Notes and shall be repaid as provided in the Term Notes.  Repayment of the Term Notes is due in full on the Maturity Date, unless the Obligations are otherwise accelerated, terminated or extended as provided in this Agreement.  All payments and prepayments of any amounts due under the Term Notes or with respect to any Obligations shall be paid by the Borrower to the Lenders on a pro rata basis in accordance with each Lender’s Term Loan Commitment.  The obligations of each Lender hereunder shall be several and not joint.

2.2Interest and Fee Computation; Collection of Funds.  If any payment to be made by the Borrower pursuant to this Agreement or the Term Notes shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.  All payments made by the Borrower under any of the Loan Documents shall be made without setoff, counterclaim, or other defense.

2.3Obligations.  The Obligations shall constitute one general obligation of the Borrower, and shall be secured by each Lender’s security interest in and lien upon any Collateral and by all other security interests, liens, claims and encumbrances heretofore, now or at any time or times hereafter granted by the Borrower and/or any Subsidiary to each Lender.

9

Section 3SECURITY FOR THE OBLIGATIONS.

3.1Security for Obligations.  As security for the payment and performance of the Obligations, the Borrower does hereby pledge, assign, transfer, deliver and grant to each Lender and to the Secured Party Representative on behalf of the Lenders a continuing and unconditional first priority security interest in and to any and all personal property of the Borrower, of any kind or description, tangible or intangible, wherever located and whether now existing or hereafter arising, created or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a)all property of, or for the account of, the Borrower now or hereafter coming into the possession, control or custody of, or in transit to, any Lender or any agent or bailee for any Lender or any parent, affiliate or subsidiary of any Lender or any participant with any Lender (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

(b)the additional property of the Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Borrower’s books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Borrower’s right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i)All Accounts, including but not limited to billed and unbilled accounts receivable, and all Goods whose sale, lease or other disposition by the Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Borrower, or rejected or refused by an account borrower;

(ii)All Inventory, including raw materials, work-in-process and finished goods;

(iii)All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;

(iv)All Software and computer programs;

10

(v)All Securities, investment property, Financial Assets and Deposit Accounts;

(vi)All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles;

(vii)The Pledged Membership Interests; and

(viii)All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

3.2Pledged Membership Interests. In the event that a reclassification, split, reverse split, dividend, readjustment, or other change is made in the capital structure of any of the Operating Companies (a) any additional or substituted shares issued on behalf of the Pledged Membership Interests shall be subject to the pledge contained in this Agreement and (b) if such change reduces the number of the membership interests of any of the Operating Companies, then the number of Pledged Membership Interests shall be reduced in proportion to such reduction.

3.3Possession and Transfer of Collateral.

(a)Until an Event of Default has occurred hereunder, the Borrower shall be entitled to (i) possession or use of the Collateral (other than Instruments or Documents including Tangible Chattel Paper and Investment Property consisting of certificated securities and other Collateral required to be delivered to a Lender or Secured Party Representative pursuant to this Section 3) and (ii) shall be entitled to receive for its own use cash dividends on the Pledged Membership Interests paid out of earned surplus, to the extent that such cash dividends are permitted to be paid under the terms of the Loan Documents.  If a dividend is paid that is not permitted to be paid under the terms of the Loan Documents, Borrower shall hold such dividend in trust for the Lenders, and shall immediately deliver such dividend to the Secured Party Representative to be held on behalf of the Lenders as additional collateral hereunder.  Upon the occurrence and during the continuance of an Event of Default, any Lender may require any such subsequent cash dividends to be delivered to the Secured Party Representative as additional security hereunder.  Any other dividends or proceeds of the Pledged Membership Interests must be immediately delivered to the Secured Party Representative on behalf of the Lenders as additional security hereunder.

(b)The cancellation or surrender of any Term Note, upon payment or otherwise, shall not affect the right of the Lenders to retain Collateral, with respect to any other of the Obligations until all Obligations are indefeasibly paid in full.  The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral except in the ordinary course of business.

3.4Perfection of Security Interest.  Borrower hereby irrevocably authorizes the Lenders and Secured Party Representative on behalf of the Lenders to file financing statement(s)

11

describing the Collateral in all public offices reasonably deemed necessary by any Lender, and to take any and all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that any Lender may reasonably determine to be necessary to perfect and maintain such Lender’s security interests in the Collateral.  Borrower shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where the Secured Party Representative chooses to perfect the Lenders’ security interest by possession, whether or not in addition to the filing of a financing statement.  Where Collateral is in the possession of a third party, Borrower will join with the Lenders and the Secured Party Representative in notifying the third party of the Lenders’ security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Lenders.  Borrower will cooperate with the Lenders and the Secured Party Representative in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.  Borrower will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Lenders indicating that the Lenders have a security interest in the Chattel Paper.  Borrower shall pay the cost of filing or recording all financing statement(s) and other documents.  Borrower agrees to promptly execute and deliver to the Lenders and the Secured Party Representative all financing statements, continuation financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that any Lenders may reasonably request in form reasonably satisfactory to the Lenders to perfect and maintain each Lender’s security interests in the Collateral.  The Borrower further agrees to indemnify and hold each Lender and the Secured Party Representative harmless against claims of any person or entity not a party to this Agreement concerning disputes arising over the Collateral, except to the extent such claim is the result of the action, failure to act, negligence and/or misconduct of the Lenders, the Secured Party Representative and/or any Affiliate of any of the foregoing.

3.5Preservation of the Collateral.  Any Lender and Secured Party Representative may, but is not required, to take such actions from time to time as such Lender or the Secured Party Representative deems reasonably appropriate to maintain or protect the Collateral.  Each Lender and the Secured Party Representative shall have exercised reasonable care in the custody and preservation of the Collateral if such Lender or Secured Party Representative takes such action as the Borrower shall reasonably request in writing which is not inconsistent with any Lender’s status as a secured party, but the failure of any Lender or the Secured Party Representative to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, each Lender’s or Secured Party Representative’s responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which any Lender accords its own property, and (b) not extend to matters beyond the control of any Lender or Secured Party Representative, including acts of God, war, insurrection, riot or governmental actions.  In addition, any failure of any Lender or Secured Party Representative to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Borrower, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.  The Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrower and each Lender in the Collateral against prior or third parties. 

12

Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrower represents to, and covenants with, each Lender that the Borrower has made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrower agrees that neither any Lender nor the Secured Party Representative shall have any responsibility or liability for informing the Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

3.6Collateral in the Possession of a Warehouseman or Bailee.  If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Borrower shall promptly notify the Lenders and the Secured Party Representative thereof, and shall use commercially reasonable efforts to promptly obtain a Collateral Access Agreement.  No Lender shall give any instructions to such warehouseman or bailee pursuant to such Collateral Access Agreement unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Borrower with respect to the warehouseman or bailee.

3.7Commercial Tort Claims.  If the Borrower shall at any time hold or acquire a Commercial Tort Claim, the Borrower shall promptly, upon knowledge thereof, notify the Lenders and the Secured Party Representative in writing signed by the Borrower of the details thereof and at the request of any Lender grant to each Lender, for its own benefit and as agent for its Affiliates, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, in each case in form and substance reasonably satisfactory to the Lenders, and shall execute any amendments hereto deemed reasonably necessary by any Lender to perfect the security interest of the Lenders in such Commercial Tort Claim.

3.8Electronic Chattel Paper and Transferable Records.  If the Borrower at any time holds or acquires an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Borrower shall promptly notify the Lenders and the Secured Party Representative thereof and, at the request of any Lender or the Secured Party Representative, shall take such action as such Lender or the Secured Party Representative may reasonably request to vest in the Lenders or the Secured Party Representative control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Lenders or the Secured Party Representative, as the case may be, will arrange, pursuant to procedures reasonably satisfactory to each Lender, and so long as such procedures will not result in any Lender’s or the Secured Party Representative’s loss of control, for the Borrower to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

13

Section 4REPRESENTATIONS AND WARRANTIES.

To induce the Lenders to accept the Term Notes, the Borrower makes the following representations and warranties to each Lender, each of which shall survive the execution and delivery of this Agreement:

4.1Borrower Organization and Name.  The Borrower and each Subsidiary, if any, is duly organized, existing and in good standing, with full and adequate power to carry on and conduct its business as presently conducted.  The Borrower and each Subsidiary, if any, is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing.  The exact legal name of the Borrower is as set forth in the first paragraph of this Agreement.  The Borrower’s Organizational Identification Number is 4320638.

4.2Authorization.  The Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the other Loan Documents.  The execution and delivery of this Agreement and the other Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Borrower’s organizational documents, nor require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other party (other than any consent or approval which has been obtained and is in full force and effect).  All necessary and appropriate action has been taken on the part of the Borrower to authorize the execution and delivery of this Agreement and the other Loan Documents.

4.3Validity and Binding Nature.  This Agreement and the other Loan Documents are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

4.4Security Interest.  This Agreement creates a valid security interest in favor of each Lender and the Secured Party Representative on behalf of the Lenders in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by the Lenders or the Secured Party Representative on behalf of the Lenders or delivery of such Collateral to the Lenders or the Secured Party Representative on behalf of the Lenders, shall constitute a valid, first priority perfected security interest in such Collateral.  None of the Collateral is subject to any security interest other than as contemplated by this Agreement or in favor of the Junior Secured Parties in connection with the Junior Obligations.

4.5Pledged Membership Interests. Borrower is the sole and lawful owner of the Pledged Membership Interests and has the right and authority to subject the same to the security interest of the Lenders and the Secured Party Representative on behalf of the Lenders under this Agreement.  None of the Pledged Membership Interests is subject to any Lien (other than pursuant to this Agreement and a junior priority lien in favor of the Junior Secured Parties).  This Agreement creates in favor of each Lender and the Secured Party Representative on behalf of the Lenders a valid security interest in the Pledged Membership Interests.  All of the Pledged Membership Interests have been duly and validly issued and are fully paid and nonassessable.

14

4.6Lending Relationship.  The relationship hereby created between the Borrower and each Lender is and has been conducted on an open and arm’s length basis in which no fiduciary relationship exists and that the Borrower has not relied and is not relying on any such fiduciary relationship in executing this Agreement and in consummating this Agreement.  Each Lender represents that it will receive a promissory note payable to its order as evidence of the Obligations.

4.7Business Loan.  The obligations evidenced by the Term Notes, including interest rate, fees and charges as contemplated hereby, (a) are an exempted transaction under the Truth In Lending Act, 15 U.S.C. 1601 et seq., as amended from time to time, and (b) do not, and when disbursed shall not, violate the provisions of the Florida usury laws, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, the Borrower or any property securing the Obligations.

4.8Place of Business.  The principal place of business and books and records of the Borrower is set forth in the preamble to this Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth in schedules furnished to the Lenders.  The Borrower shall promptly notify the Lenders and the Secured Party Representative of any change in such location(s).  The Borrower will not remove or permit the Collateral to be removed from such location(s) without the prior written consent of the Lenders and Secured Party Representative, except for Inventory sold in the usual and ordinary course of the Borrower’s business.

Section 5AFFIRMATIVE COVENANTS.

5.1BorrowerExistence.  The Borrower shall, and shall cause each Subsidiary to, at all times preserve and maintain its (a) existence and good standing in the jurisdiction of its organization, and (b) qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect), and shall at all times continue as a going concern in the same business or substantially similar business to the business which the Borrower or the Subsidiary, as applicable, is presently conducting.

5.2Compliance With Laws.  The Borrower shall comply, and cause each Subsidiary to comply, in all respects, including the conduct of its business and operations and the use of its properties and assets, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect.

5.3Payment of Taxes and Liabilities.  The Borrower shall pay, and cause each Subsidiary to pay, and discharge, before penalties accrue thereon, all property taxes and other taxes, and all governmental charges or levies against it, as well as claims of any kind which, if unpaid, could become a lien on any of its property; provided that the foregoing shall not require the Borrower or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP.

15

5.4Maintain Property.  The Borrower shall, and shall cause each Subsidiary to, at all times maintain, preserve and keep its properties and equipment, including any Collateral, in good repair, working order and condition, normal wear and tear and casualty and condemnation events excepted, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained in all material respects.  The Borrower shall, and shall each of Subsidiary to, permit any Lender to examine and inspect such plant, properties and equipment at all reasonable times.

5.5Maintain Insurance.  The Borrower shall, and shall cause each Subsidiary to, at all times maintain, with insurance companies reasonably acceptable to each Lender, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, including employers’, public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are reasonably acceptable to the Lenders.  The Borrower shall, and shall cause each Subsidiary to, furnish to the Lenders and Secured Party Representative a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Borrower and the Subsidiary, as applicable, which shall be reasonably acceptable in all respects to each Lender.  The Borrower shall, and shall cause each Subsidiary to, cause each issuer of an insurance policy to provide each Lender with an endorsement (a) showing each Lender and the Secured Party Representative as lender’s loss payee with respect to each policy of property or casualty insurance; (b) showing each Lender and the Secured Party Representative as additional insured with respect to each liability insurance policy; and (c) providing that thirty (30) days notice will be given to the Secured Party Representative prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy. In the event the Borrower or a Subsidiary either fails to provide the Lenders and Secured Party Representative with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then any Lender, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto, which each Lender deems advisable.  This insurance coverage (i) may, but need not, protect the Borrower’s or a Subsidiary’s interests in such property, and (ii) may not pay any claim made by, or against, the Borrower or a Subsidiary in connection with such property.  The Borrower or a Subsidiary, as the case may be, may later cancel any such insurance purchased by any Lender, but only after providing the Lenders and Secured Party Representative with evidence that the Borrower and each Subsidiary has obtained the insurance coverage required by this Section.  If any Lender purchases such insurance, the Borrower will be responsible for the reasonable costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.  The reasonable costs of the insurance may be added to the principal amount of the Term Notes.  The costs of the insurance may be more than the cost of the insurance the Borrower or any Subsidiary may be able to obtain on its own.

5.6Pledged Membership Interests. At any time and from time to time after the occurrence of an Event of Default (as hereinafter defined) or a default under any of the

16

Obligations which is continuing uncured and unwaived, the Borrower shall, upon request of the Secured Party Representative, execute and deliver to the requesting party any proxies, stock powers or assignments with respect to the Pledged Membership Interests or endorse any instruments or chattel paper with respect to Pledged Membership Interests as so requested in order to enforce its rights under Section 9.5(g).

5.7[RESERVED].

5.8Intellectual Property.  The Borrower shall and shall cause each Subsidiary to maintain, preserve and renew, and shall cause the Subsidiaries to maintain, preserve and renew, all Intellectual Property necessary for the conduct of its business as and where the same is currently located as heretofore or as hereafter conducted by it.

5.9Notice of Proceedings.  The Borrower, promptly upon becoming aware, shall give written notice to each Lender and the Secured Party Representative of any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or any of its Subsidiaries or any Guarantor or to which any of its respective properties is subject which might reasonably be expected to have a Material Adverse Effect.

5.10Notice of Event of Default or Material Adverse Effect.  The Borrower shall, promptly after the commencement thereof, give notice to the Lenders and the Secured Party Representative in writing of the occurrence of any Event of Default or any Unmatured Event of Default, or the occurrence of any condition or event having a Material Adverse Effect on the Borrower, any Subsidiary or any Guarantor, not previously disclosed by the Borrower to the Lenders.

5.11Environmental Matters.  The Borrower will, and will cause the Subsidiaries to, comply in all material respects with all Environmental Laws and will obtain all licenses, permits, certificates, approvals and similar authorizations thereunder. The Borrower shall immediately notify the Lenders and the Secured Party Representative upon becoming aware of any such investigation, proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt and appropriate actions to respond thereto, with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by the Borrower or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material or any other environmental, health or safety matter, which affects the Borrower or its business, operations or assets or any properties at which the Borrower has transported, stored or disposed of any Hazardous Substances.  The Borrower agrees to allow any Lender or any of their agents access to the properties of the Borrower and any Subsidiaries during normal business hours to confirm compliance with all Environmental Laws, and the Borrower shall, following reasonable determination by any Lender that there is non-compliance, or any condition which requires any action by or on behalf of the Borrower in order to avoid any non-compliance, with any Environmental Law, at the Borrower’s sole expense, cause an independent environmental engineer reasonably acceptable to the Lenders to conduct such tests of the relevant site as are appropriate, and prepare and deliver a report setting forth the result of such tests, a proposed plan for remediation and an estimate of the costs thereof.

17

5.12Further Assurances.  The Borrower shall take, and cause any Subsidiary to take, such actions as are necessary or as any Lender and/or the Secured Party Representative may reasonably request from time to time to ensure that the Obligations under the Loan Documents are secured by substantially all of the assets of the Borrower and its Subsidiaries, in each case, as any Lender may determine, including (a) the execution and delivery of security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing, and (b) the delivery of certificated securities and other collateral with respect to which perfection is obtained by possession by the Secured Party Representative on behalf of the Lenders.

5.13Books and Records. Each Lender shall have the right at all times during business hours to inspect the books and records of the Borrower, the Subsidiaries and any Guarantor and make extracts therefrom.  The Borrower shall permit each Lender to inspect the tangible assets and/or other business operation of the Borrower and each Subsidiary.

5.14Reporting Requirements.  The Borrower shall at all times maintain and cause each Subsidiary to maintain a standard and modern system of accounting, on the accrual basis of accounting and in all respects in accordance with GAAP, and shall furnish to each Lender or any of their authorized representatives such information regarding the business affairs, operations and financial condition of the Borrower or any Subsidiary as any Lender shall reasonably require, including:

(a)CPA Financial Statements. Promptly when available, and in any event, within 90 days after the close of each fiscal year, a copy of the audited financial statements of the Borrower and any Subsidiaries for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as any Lender may reasonably request, in reasonable detail, prepared and certified without adverse reference to going concern value and without qualification by an independent certified public account of recognized standing, selected by the Borrower and reasonably acceptable to Lender.

(b)Management Financial Statements. Promptly when available, and in any event, within the earlier of (i) 45 days after the close of each fiscal quarter or (ii) such date that Chardan is required to file such financial statements with the Securities and Exchange Commission, a copy of the financial statements of the Borrower and any Subsidiaries for such fiscal quarter, including consolidated  balance sheet, statement of income and retained earnings, statement of cash flows for the quarter then ended and such other information (including nonfinancial information) as any Lender may reasonably request, in reasonable detail, prepared and certified as accurate by the Borrower’s treasurer or chief financial officer or the relevant Subsidiary’s treasurer or chief financial officer, as applicable.

(c)Monthly Financial Statements. Promptly when available, and in any event, within 30 days after the end of the relevant month, a copy of the financial statements of the Borrower and any Subsidiaries for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as any Lender may request, in reasonable detail, prepared and certified as accurate by the Borrower’s treasurer or chief financial officer or the relevant Subsidiary’s treasure or chief financial officer, as applicable.

18

(d)Borrower Tax Returns. Within ten (10) days after the filing due date (as such date may be extended in accordance with properly granted extensions) each year, a signed copy of the complete income tax returns filed with the Internal Revenue Service by the Borrower and any Subsidiaries.

(e)Guarantor Financial Reporting.  Such information regarding the business affairs, operations and financial condition of the Guarantors as any Lender may reasonably require, including:

(i)CPA Financial Statements. Promptly when available, and in any event, within 90 days after the close of each fiscal year, a copy of the audited financial statements of the Guarantors for such fiscal period, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as any Lender may reasonably request, in reasonable detail, prepared and certified without adverse reference to going concern value and without qualification by an independent certified public account of recognized standing, selected by the Borrower and reasonably acceptable to each Lender.

(ii)Management Financial Statements. Promptly when available, and in any event, within the earlier of 45 days after the close of each fiscal quarter or date that Borrower files its financial statements with the United States Securities and Exchange Commission a copy of the financial statements of the Guarantors for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as any Lender may reasonably request, in reasonable detail, prepared and certified as accurate by each Guarantors’ treasurer or chief financial officer.

(iii)Guarantor Tax Returns. Within ten (10) days after the filing due date (as such date may be extended in accordance with properly granted extensions) each year, a signed copy of the complete income tax returns filed with the Internal Revenue Service by the Guarantors.

(f)Supplemental Financial Statements.  Immediately upon receipt thereof, copies of interim and supplemental reports if any, submitted to the Borrower by independent accountants in connection with any interim audit or review of the books of the Borrower or any Subsidiary.

(g)Covenant Compliance Certificates.  Contemporaneously with the furnishing of the financial statements pursuant to this Section, a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower and each Subsidiary, stating that neither the Borrower nor any Subsidiary has become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

19

5.15Collateral Records.  The Borrower shall, and shall cause each Subsidiary to, keep full and accurate books and records relating to the Collateral.  The Borrower shall make appropriate entries on its books and records disclosing the security interests of each Lender, for its own benefit and as agent for its Affiliates, in the Collateral.

5.16Other Reports.  Within such period of time as any Lender may specify, the Borrower shall, and shall cause each Subsidiary to, deliver to such Lender such other schedules and reports as any Lender may reasonably request.

5.17Refinancing.  The Borrower shall use its best efforts to refinance the Obligations as soon as possible after the date of this Agreement.  The Borrower hereby appoints Chardan Capital, LLC and/or any appointee of Chardan Capital, LLC to act as its agent on a nonexclusive basis in securing the refinancing of the Obligations, and the Borrower hereby agrees that it will not reject any refinancing proposal presented to it by Chardan Capital, LLC or its appointee so long as the interest rate for the loans in connection with such refinancing proposal does not exceed 18.75% and the other loan terms are commercially reasonable.

Section 6NEGATIVE COVENANTS.

6.1Liabilities.  The Borrower and its Subsidiaries shall not, either directly or indirectly, create, assume, incur or have outstanding any Liabilities (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of another, except:

(a)the Junior Obligations;

(b)the Obligations under this Agreement and the other Loan Documents;

(c)obligations of the Borrower or any Subsidiary for taxes, assessments, municipal or other governmental charges;

(d)obligations of the Borrower or any Subsidiary for accounts payable, other than for money borrowed, incurred in the ordinary course of business;

(e)indebtedness owed by or to the Borrower to or from any Guarantor;

(f)Subordinated Debt;

(g)Capitalized Lease Obligations;

(h)indebtedness for Capital Expenditures incurred after the date of this Agreement;

(i)indebtedness constituting the financing of insurance premiums arising in the ordinary course of business; and

(j)those Liabilities set forth on Schedule 6.1.

20

6.2Encumbrances.  The Borrower shall not, and shall cause each of its Subsidiaries not to, either directly or indirectly, create, assume, incur or suffer or permit to exist any lien, security interest or charge of any kind or character upon any asset of the Borrower or any Subsidiary, whether owned at the date hereof or hereafter acquired, except for Permitted Liens and liens in favor of the Junior Secured Parties to secure Borrower’s obligations under the Junior Obligations.

6.3Transfer; Merger; Sales.  Neither Borrower nor any of its Subsidiaries shall, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or Capital Securities of any class of, or any partnership or joint venture interest in, any other entity, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Subsidiary into the Borrower or into any other domestic Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Subsidiary of the assets or equity interests of any Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables.

6.4Issuance of Capital Securities.  The Borrower and its Subsidiaries shall not issue any Capital Securities other than any issuance of Common Units pursuant to any employee or director option program, benefit plan or compensation program.

6.5Distributions.  The Borrower shall not and cause each Subsidiary not to, (a) make any distribution, other than tax distributions under Section 5.4 of the Operating Agreement and distributions to Chardan to pay expenses as set forth in Section 5.8 of the Operating Agreement, whether in cash or otherwise, to any of its equityholders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, except for the fees to be paid by Borrower to each of FlatWorld and Chardan Capital LLC pursuant to the management consulting agreements between Borrower and FlatWorld and Borrower and Chardan Capital LLC executed on the date of this Agreement, or (d) set aside funds for any of the foregoing.  Notwithstanding the foregoing, any Subsidiary may pay distributions or make other distributions to the Borrower.

6.6Transactions with Affiliates.  The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, enter into or permit to exist any transaction with any of its Affiliates or with any director, officer or employee of the Borrower or any Subsidiary other than transactions in the ordinary course of, and pursuant to the reasonable requirements of, the business of the Borrower and each Subsidiary and upon fair and reasonable terms which are fully disclosed to each Lender and are no less favorable to the Borrower than would be obtained in a comparable arm’s length transaction with a party that is not an Affiliate of the Borrower.

6.7Cancellation of Debt.  The Borrower shall not, and shall not permit any Subsidiary  to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

21

6.8Inconsistent Agreements.  The Borrower shall not and shall not permit any Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any Subsidiary of any of its Obligations hereunder or under any other Loan Document, or (b) prohibit the Borrower or any Subsidiary from granting to any Lender a lien on any of its assets.

6.9Business Activities; Change of Legal Status and Organizational Documents.  The Borrower shall not, and shall not permit any Subsidiary to, (a) engage in any line of business materially different from the businesses engaged in on the date hereof and businesses reasonably related thereto, (b) change its name, its type of organization, its jurisdiction of organization or other legal structure, or (b) permit its charter, Operating Agreement or other organizational documents, or its Subsidiaries charter, operating agreements (including the Operating Company Operating Agreements), bylaws or other organizational documents, to be amended or modified in any way which could reasonably be expected to cause a Material Adverse Effect.

6.10Tax Obligations. The Borrower shall, and shall cause each Subsidiary to, pay within the time that they are required to be paid without interest or penalty, all taxes, assessments, and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner that is satisfactory to the Lenders and Secured Party Representative.  If the Borrower or any Subsidiary fails to pay any of these taxes, assessments, or other charges as provided above, then the Lenders have the option (but not the obligation) to do so and the Borrower agrees to repay all amounts so expended by the Lenders immediately upon demand, together with interest at the highest lawful default rate which would be charged by the Lenders on any Obligations.

Section 7[RESERVED].

Section 8EVENTS OF DEFAULT.

The Borrower, without notice or demand of any kind, shall be in default with respect to its Obligations upon the occurrence of any of the following events, except to the extent caused by the action or failure to act of any Lender, the Secured Party Representative or any Affiliate of any Lender for the purpose of causing an Event of Default (each an “Event of Default”).

8.1Nonpayment of Obligations.  Any Obligation due and owing, whether by its terms or as otherwise provided herein, is not paid when due.

8.2Misrepresentation.  Any written warranty, representation, certificate or statement of any Obligor in this Agreement, the other Loan Documents or any other agreement with any Lender shall be false in any material respect when made or at any time thereafter (except to the extent such representation, warranty, certificate or statement expressly relates only to an earlier date), or if any financial data or any other information now or hereafter furnished to any Lender by or on behalf of any Obligor shall prove to be false, inaccurate or misleading in any material respect as of the date to which such information relates.

8.3Nonperformance.  Any failure to perform or default in the performance of any covenant, condition or agreement contained in (a) this Agreement or (b) the Loan Documents or any other agreement with any Lender with respect to Obligations (other than a default covered by Section 8.1) and the continuance of such default or breach for a period of thirty (30) calendar days after Borrower has notice thereof.

22

8.4Default under Loan Documents.  A default under any of the other Loan Documents, all of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference, shall be and constitute an Event of Default under this Agreement and any other of the Obligations.

8.5Default under Other Debt.  Any default by any Obligor in the payment of any indebtedness for any other obligation in excess of $1,500,000 beyond any period of grace provided with respect thereto or in the performance of any other term, condition or covenant contained in any agreement (including any capital or operating lease or any agreement in connection with the deferred purchase price of property) under which any such obligation is created, the effect of which default is to cause or permit the holder of such obligation (or the other party to such other agreement) to cause such obligation to become due prior to its stated maturity or terminate such other agreement.

8.6Bankruptcy, Insolvency, etc.  Any Obligor becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, its debts as they become due; or any Obligor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Obligor or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Obligor or for a substantial part of the property of any thereof and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Obligor, and if such case or proceeding is not commenced by such Obligor, it is consented to or acquiesced in by such Obligor, or remains undismissed for sixty (60) days; or any Obligor takes any action to authorize, or in furtherance of, any of the foregoing.

8.7Judgments.  The entry of any final judgment, decree, levy, attachment, garnishment or other process, or the filing of any lien against any Obligor, which is not fully covered by insurance, and such judgment or other process shall not have been, within thirty (30) days from the entry thereof, (a) bonded over to the reasonable satisfaction of each Lender and appealed, (b) vacated, or (c) discharged.

8.8Change in Control.  The occurrence of any Change in Control or a Chardan Change in Control.

8.9Material Adverse Effect.  The occurrence of any event which has a Material Adverse Effect on the Borrower.

8.10Guaranty.  There is a discontinuance by any Guarantor of its Guaranty or any Guarantor shall contest the validity of such Guaranty.

8.11Subordinated Debt.  The subordination provisions of any Subordinated Debt shall for any reason be revoked or invalid or otherwise cease to be in full force and effect or the Borrower shall contest in any manner, or any other obligor thereunder shall contest in any judicial proceeding, the validity or enforceability of the subordination agreement relating to the Subordinated Debt or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason not have the priority contemplated by the subordination provisions of the Subordinated Debt.

23

8.12Junior Obligations. A default under the Junior Loan Agreement, any other Loan Document (as defined in the Junior Loan Agreement) and/or any Post-Closing Cash Document (as defined in the Junior Loan Agreement) shall be and constitute an Event of Default under this Agreement and any other of the Obligations.

Section 9REMEDIES.

9.1Rights and Remedies.  Upon the occurrence and during the continuance of an Event of Default, each Lender and the Secured Party Representative on behalf of the Lenders shall have all rights, powers and remedies set forth in the Loan Documents, in any other written agreement or instrument relating to any of the Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity.  Without limiting the generality of the foregoing, any of the Lenders or the Secured Party Representative (on behalf of the Lenders) may, at such party’s option upon the occurrence and during the continuance of an Event of Default, declare, the Obligations to be immediately due and payable, provided, however, that upon the occurrence and during the continuance of an Event of Default under Section 8.6, all Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of any Lender and/or the Secured Party Representative.  The Borrower hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement each Lender’s and the Secured Party Representative’s rights under the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Borrower or any Guarantor or of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary.  In addition to the foregoing, upon the occurrence and during the continuance of an Event of Default:

(a)Possession and Assembly of Collateral.  Any Lender or the Secured Party Representative may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which any Lender or the Secured Party Representative may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of the Borrower’s premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and each Lender and Secured Party Representative shall have the right to store and conduct a sale of the same in any of the Borrower’s premises without cost to any Lender or the Secured Party Representative as applicable.  At any Lender’s or Secured Party Representative’s request, the Borrower will, at the Borrower’s sole expense, assemble the Collateral and make it available to the Lenders or the Secured Party Representative, as the case may be, at a place or places to be designated by the Secured Party Representative which is reasonably convenient to the Lenders or the Secured Party Representative, as the case may be, and the Borrower.

24

(b)Sale of Collateral.  The Secured Party Representative (on behalf of the Lenders) may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Secured Party Representative may deem reasonably proper, and any Lender may purchase any or all of the Collateral at any such sale.  The Borrower acknowledges that the Secured Party Representative may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers.  The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale.  No Lender nor the Secured Party Representative shall have any obligation to clean-up or otherwise prepare the Collateral for sale.  The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys’ and paralegals’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, in such order of application as the Secured Party Representative may, from time to time, elect, returning the excess proceeds, if any, to the Borrower.  The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Loan Documents.  Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by any Lender or Secured Party Representative at least ten (10) calendar days before the date of such disposition.  The Borrower hereby confirms, approves and ratifies all acts and deeds of each Lender and/or the Secured Party Representative relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against any Lender or the Secured Party Representative or its representatives, by reason of taking, selling or collecting any portion of the Collateral.  The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as any Lender or Secured Party Representative shall deem reasonably appropriate.  The Borrower expressly absolves each Lender and the Secured Party Representative from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rights or remedies under this Agreement.

9.2[RESERVED].

9.3Standards for Exercising Remedies.  Upon the occurrence and during the continuance of an Event of Default, to the extent that applicable law imposes duties on any Lender or the Secured Party Representative to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for any Lender or the Secured Party Representative (a) to fail to incur expenses reasonably deemed significant by any Lender or the Secured Party Representative to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other party obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other parties obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature,

25

(f) to contact other parties, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure the Secured Party Representative and/or any Lender against risks of loss, collection or disposition of Collateral or to provide to the Secured Party Representative and/or any Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed reasonably appropriate by the Secured Party Representative and/or any Lender to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party Representative and/or any Lender in the collection or disposition of any of the Collateral.  The Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by any Lender and/or the Secured Party Representative would not be commercially unreasonable in the exercise of remedies against the Collateral by any Lender and/or the Secured Party Representative and that other actions or omissions by the Secured Party Representative and/or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this section.  Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to the Borrower or to impose any duties on the Secured Party Representative or any Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section.

9.4UCC and Offset Rights.  Upon the occurrence and during the continuance of an Event of Default, any Lender and the Secured Party Representative (on behalf of each Lender) may exercise, from time to time, any and all rights and remedies available to each of them under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other agreements between any Obligor and any Lender, and may, without demand or notice of any kind, appropriate and apply toward the payment of the relevant Obligations, whether matured or unmatured, including reasonable costs of collection and attorneys’ and paralegals’ fees, and in such order of application as any Lender may, from time to time, elect, any indebtedness of any Lender to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to any Lender.  The Borrower, on behalf of itself and each Obligor, hereby waives the benefit of any law that would otherwise restrict or limit the Secured Party Representative or any Lender in the exercise of its right, which is hereby acknowledged, to appropriate any time hereafter any such indebtedness owing from any Lender to any Obligor.

9.5Additional Remedies.  Upon the occurrence and during the continuance of an Event of Default, the Secured Party Representative on behalf of the Lenders shall have the right and power to:

(a)instruct the Borrower, at its own expense, to notify any parties obligated on any of the Collateral, including any account debtors, to make payment directly to the Lenders or the Secured Party Representative, as applicable, of any amounts due or to become due thereunder,

26

or the Lenders or the Secured Party Representative, as applicable, may directly notify such obligors of the security interest of the Lenders, and/or of the assignment to the Lenders or the Secured Party Representative of the Collateral and direct such obligors to make payment to the Lenders or the Secured Party Representative, as applicable, of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such party obligated thereon;

(b)enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;

(c)take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

(d)extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or any obligation of any nature of any other obligor with respect to the Obligations;

(e)grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Obligations;

(f)transfer the whole or any part of securities which may constitute Collateral into the name of the Lenders, the Lenders’ nominee, or the Secured Party Representative without disclosing, if any Lender so desires, that such securities so transferred are subject to the security interest of the Lenders, and any corporation, association, or any of the managers or trustees of any trust issuing any of such securities, or any transfer agent, shall not be bound to inquire, in the event that any Lender or such nominee makes any further transfer of such securities, or any portion thereof, as to whether such Lender or such nominee has the right to make such further transfer, and shall not be liable for transferring the same;

(g)receive distributions related to the Pledged Membership Interests to apply against the Obligations and exercise any voting rights as to the Pledged Membership Interests and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if it were the absolute owner thereof, including, without limitation, registration rights and any right to exchange any or all of the Pledged Membership Interests upon the merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof, or upon the exercise of any such issuer of any right, privilege, or option pertaining to any of the Pledged Membership Interests, but no Lender nor the Secured Party Representative shall have any duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing;

(h)make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of any Lender or the Secured Party Representative as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Borrower hereunder,

27

nor prejudice, waive, nor be construed to impair, affect, prejudice or waive any Lender’s or the Secured Party Representative’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Borrower, any guarantor or other party liable to any Lender for the Obligations; and

(i)at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Obligations, or any Lender’s  and/or the Secured Party Representative’s rights hereunder or relating to the Obligations.

The Borrower hereby ratifies and confirms whatever any Lender or the Secured Party Representative may do with respect to the Collateral and agrees that neither any Lender nor the Secured Party Representative shall be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral except to the extent resulting from the action, failure to act, negligence and/or misconduct of any Lender, the Secured Party Representative and/or any Affiliate of any of the foregoing.

9.6Attorney-in-Fact.  The Borrower hereby irrevocably makes, constitutes and appoints each Lender and the Secured Party Representative (and any officer of any Lender or any party designated by any Lender for that purpose) as the Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Borrower’s name, place and stead, with full power of substitution, to (a) take such actions as are permitted in this Agreement, (b) execute such financing statements and other documents and to do such other acts as any Lender or the Secured Party Representative may reasonably require to perfect and preserve any Lender’s security interest in, and to enforce such interests in the Collateral, and (c) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Agreement, including endorsing the Borrower’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Borrower, changing the address of the Borrower to that of a Lender or the Secured Party Representative, opening all envelopes addressed to the Borrower and applying any payments contained therein to the Obligations.  The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable.  The Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement.

9.7No Marshaling.  No Lender nor the Secured Party Representative shall be required to marshal any present or future collateral security (including this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order.  To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Lender’s and/or the Secured Party Representative’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws.

28

9.8No Waiver.  No Event of Default shall be waived by any Lender or the Secured Party Representative on behalf of the Lenders except in writing.  No failure or delay on the part of any Lender or the Secured Party Representative in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  There shall be no obligation on the part of any Lender or the Secured Party Representative to exercise any remedy available to such Lender or the Secured Party Representative in any order.  The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity.  The Borrower agrees that in the event that the Borrower fails to perform, observe or discharge any of its Obligations or liabilities under this Agreement or any other agreements with any Lender, no remedy of law will provide adequate relief to any Lender, and further agrees that each Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

9.9Assignment of Pledged Membership Interests.  Upon the occurrence and during the continuance of an Event of Default and the exercise of its remedies with respect to the Pledged Membership Interest, the Borrower agrees (a) the requirement set forth in Section 8.1 of each Operating Company Operating Agreement that the assignee may only become a member of the Operating Company in accordance with the terms of a written agreement between the member and the assignee and upon the assignee agreeing to be bound by the terms of the relevant Operating Company Operating Agreement is waived, (b) any notice requirements under Section 8.1 of each of the Operating Company Operating Agreements, as such section may be amended from time to time, are waived and (c) that the exercise of the Secured Party Representative and/or any Lender of its remedies with respect to some or all of the Pledged Membership Interest shall constitute, at the election of the Secured Party Representative, an assignment of Pledged Membership Interests in the relevant Operating Company to such Lender or the Secured Party Representative, that will substitute a Lender or the Secured Party Representative, as applicable, as a member of the relevant Operating Company, and will, upon the election of the Secured Party Representative, entitle such Lender or the Secured Party Representative to voting rights and the right to participate in the management of the relevant Operating Company if the Secured Party Representative shall so elect.

Section 10MISCELLANEOUS.

10.1Entire Agreement.  This Agreement and the other Loan Documents (i) constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof; and (ii) are the final expression of the intentions of the Borrower and the Lenders.  No promises, either expressed or implied, exist between the Borrower and the Lenders unless contained herein or therein.  This Agreement, together with the other Loan Documents supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Loan Documents. 

29

This Agreement and the other Loan Documents are the result of negotiations among the Lenders and the Borrower and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all Parties.  Accordingly, this Agreement and the other Loan Documents shall not be construed more strictly against any Lender merely because of such Lender’s involvement in their preparation.

10.2Amendments.  No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Borrower and each Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.3Revival and Reinstatement of Obligations.  If the incurrence or payment of the Obligations by any Obligor or the transfer to any Lender of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if any Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that any Lender is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of any Lender, the Obligations shall automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

10.4Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

10.5Waiver of Jury Trial.  EACH LENDER AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY,

30

ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH ANY LENDER AND THE BORROWER ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

10.6Assignability.  Any Lender may at any time assign its rights in this Agreement, the other Loan Documents, the Obligations, or any part thereof and transfer such Lender’s rights in any or all collateral for the Obligations, and such Lender thereafter shall be relieved from all liability with respect to such collateral.  The Borrower may not sell or assign this Agreement, or any other agreement with any Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of each Lender.  This Agreement shall be binding upon each Lender and the Borrower and their respective legal representatives and successors.  All references herein to the Borrower shall be deemed to include any successors, whether immediate or remote.

10.7Governing Law.  This Agreement and the other Loan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of New York applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

10.8Enforceability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.9Survival of Borrower Representations.  All covenants, agreements, representations and warranties made by the Borrower herein shall, notwithstanding any investigation by any Lender, be deemed material and relied upon by each Lender and shall survive the making and execution of this Agreement and the other Loan Documents and shall be deemed to be continuing representations and warranties (except to the extent such representations or warranties expressly relate to an earlier date) until such time as the Borrower has fulfilled all of its Obligations to each Lender, and each Lender has been indefeasibly paid in full in cash.  Each Lender, in extending financial accommodations to the Borrower, is expressly acting and relying on the aforesaid representations and warranties.

31

10.10Time of Essence.  Time is of the essence in making payments of all amounts due to each Lender under this Agreement and in the performance and observance by the Borrower of each covenant, agreement, provision and term of this Agreement.

10.11Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.  Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by any Lender shall be deemed to be originals thereof.

10.12Notices.  Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to the Lenders:	To the address for each Lender set forth on Schedule 1
If to Borrower:	DAL Group, LLC 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  Chief Financial Officer Facsimile:  (954) 233-8444
If to Secured Party Representative:	Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY  10004 ATTN: Kerry Propper Facsimile: (646) 465-9039

or such other address, or the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (a) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (b) if by certified or registered mail, on the third business day after the mailing thereof or (c) if by next-day or overnight courier or delivery, on the date of such delivery.

10.13Costs, Fees and Expenses.  The Borrower shall pay or reimburse each Lender for all reasonable costs, fees and expenses incurred by any Lender or for which any Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the

32

Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to each Lender, which shall also include reasonable attorneys’ fees and time charges of attorneys who may be employees of any Lender or any Affiliate of any Lender, plus reasonable costs and expenses of such attorneys or of any Lender, if the transaction contemplated hereby shall be consummated.  In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.  That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to each Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the applicable Lender on demand.  If at any time or times hereafter any Lender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent any Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by a Lender, the Borrower, or any other party) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of any Lender against the Borrower or any other party that may be obligated to any Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any Collateral for the Obligations as permitted pursuant to this Agreement or by applicable law; and/or (c) attempts to or enforces any of any Lender’s rights or remedies under this Agreement or the other Loan Documents, the reasonable costs and expenses incurred by any Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the applicable Lender on demand.

10.14Secured Party Representative. Each Lender, with respect to the Obligations, hereby constitutes and appoints Chardan Capital Markets, LLC, or its designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Agreement, with the power to (a) give and receive notices pursuant this Agreement, (b) waive any provision of this Agreement, (c) collect or accept funds or Collateral on behalf of the Lenders, (d) hold, maintain and enforce any lien and security interest in the Collateral (including, without limitation, the naming of Secured Party Representative, as agent for Creditors, as secured party in all UCC financing statements filed or to be filed against any Obligor in relation to the Collateral),and (e) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Agreement, and enforcing any and all security interests and liens on the Collateral granted by each Obligor or any other person or entity to secure any Obligations.

33

This appointment and grant of power and authority is by unanimous approval of the Lenders and the Lenders may change the Secured Party Representative by a written notice signed by all of the Lenders delivered to the Borrower.  Each Lender hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Agreement. Each Lender agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Lender shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Borrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Borrower shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Borrower shall not be liable to any Lender for any action taken or omitted to be taken by the Borrower in such reliance.  All moneys collected by the Secured Party Representative upon any sale or other disposition of any Collateral or upon receipt of any proceeds relating to any Collateral (collectively, the “Collateral Proceeds”), shall be applied as follows: (A) first, to the payment of (1) any and all sums advanced by the Secured Party Representative in order to preserve or protect the any Collateral or preserve or protect its security interest in the any Collateral, (2) the reasonable out-of-pocket fees and expenses of liquidating or otherwise disposing or realizing on the Collateral, or of any exercise by the Secured Party Representative of its rights or remedies hereunder or under the other Loan Documents, together with reasonable attorneys’ fees and expenses and court costs, incurred by the Secured Party Representative or any Lender in connection therewith; (B) second, to the extent moneys remain after the application pursuant to the preceding clause (A), to the payment of any and all outstanding Obligations owing to each Lender on a pro rata basis; and (C) third, to the extent moneys remain after the application pursuant to the preceding clauses (A) and (B), any surplus then remaining shall be held by the Secured Party Representative as cash collateral pending payment in full of all Obligations and irrevocable termination of the Loan Documents, after which any remainder shall be paid to the Obligors or as otherwise required by law or as a court of competent jurisdiction shall direct.  In the event any payment or distribution with respect to the Collateral is made (whether voluntarily, involuntarily, through the exercise of any right of set-off or counterclaim or otherwise), the entity receiving such payment shall receive and hold the same in trust, as trustee, for the equal benefit of Lenders and shall forthwith deliver the same to the Secured Party Representative for the equal benefit of the Lenders in precisely the form received.  Each such payment or distribution set forth in the immediately preceding sentence shall be applied by the Secured Party Representative in accordance with this section.

[Signatures appear on the following page]

34

IN WITNESS WHEREOF, the Borrower and the Lenders have executed this Agreement as of the date first above written.

Borrower:
DAL GROUP, LLC
By:	FLATWORLD DAL LLC, its Member

By:	NAGINA ENGINEERING INVESTMENT CORP., its Member
By:
	Name: Raj K. Gupta
	Title:   President

AGREED AND ACCEPTED:

Lenders:

[______]

By:_________________________________________________

Name:_______________________________________________

Title:________________________________________________

Secured Party Representative:

CHARDAN CAPITAL MARKETS, LLC

By:__________________________________________________

Name:________________________________________________

Title:_________________________________________________

SIGNATURE PAGE TO

SENIOR LOAN, SECURITY

AND PLEDGE AGREEMENT

 

35

	ACKNOWLEDGED AND AGREED:
	DJS PROCESSING, LLC
Date	By:__________________________________________________
	Name:________________________________________________
	Title:_________________________________________________
	PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC
	By:__________________________________________________
	Name:________________________________________________
	Title:_________________________________________________
	DEFAULT SERVICING, LLC
	By:__________________________________________________
	Name:________________________________________________
	Title:_________________________________________________

SIGNATURE PAGE TO

SENIOR LOAN, SECURITY

AND PLEDGE AGREEMENT

 

36

EX-4.14

Exhibit 4.14

SUBORDINATION AND INTERCREDITOR AGREEMENT

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 herein, capitalized terms used herein shall have the meanings provided such terms in the Senior Loan Agreement (as hereafter defined).

BACKGROUND

WHEREAS, it is a condition to each Senior Lender’s making a loan to DAL Group, LLC, a Delaware limited liability company (the “Company”) pursuant to, and in accordance with (i) that certain Senior Loan, Security and Pledge Agreement to be dated on or about January 15, 2010 by and among the Senior Lenders, Chardan Capital Markets, LLC in its capacity as secured party representative for the Senior Lenders (in such capacity, the “Senior Secured Party Representative”) and the Company (as amended, restated or otherwise modified from time to time, the “Senior Loan Agreement”) and (ii) the Loan Documents referred to in the Senior Loan Agreement (the “Loan Documents”), that the Subordinated Parties enter into this Agreement.

WHEREAS, the Subordinated Parties have granted or will grant certain financial accommodations to the Company.

NOW, THEREFORE, each Subordinated Party and each Senior Lender hereby agree as follows:

TERMS

1.All obligations of the Company and/or any of its Subsidiaries to any Senior Lender under the Loan Documents, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing, or due or to become due are referred to as “Senior Liabilities”.  The Term Note Obligations and the Post Closing Cash Obligations as defined in that certain Loan, Security and Pledge Agreement, dated as of the date of this Agreement, by and among DJS, PTA, DSI and the Company (the “Junior Loan Agreement”), together with the obligations of any Subsidiaries of the Company with respect to such Term Note Obligations and Post Closing Cash Obligations, are referred to as “Junior Liabilities”.  It is expressly understood and agreed that the term “Senior Liabilities”, as used in this Agreement, shall include, without limitation, any and all interest, fees and penalties accruing on any of the Senior Liabilities after the commencement of any proceedings referred to in paragraph 4 of this Agreement, notwithstanding any provision or rule of law which might restrict the rights of any Senior Lender, as against the Company, its Subsidiaries or anyone else, to collect such interest, fees or penalties, as the case may be.

1

2.Except as expressly otherwise provided in this Agreement or as the Lenders may otherwise expressly consent in writing, the payment of the Junior Liabilities shall be postponed and subordinated in right of payment and priority to the payment in full of all Senior Liabilities.  Furthermore, whether directly or indirectly, no payments or other distributions whatsoever in respect of any Junior Liabilities shall be made (whether at stated maturity, by acceleration or otherwise), nor shall any property or assets of the Company or any of its Subsidiaries be applied to the purchase or other acquisition or retirement of any Junior Liability until such time as the Senior Liabilities have been indefeasibly paid in full.  Notwithstanding anything to the contrary contained in this paragraph 2 or elsewhere in this Agreement, the Company and its Subsidiaries may make payments as required by the terms of the Junior Liabilities to the Subordinated Parties with respect to the Junior Liabilities, so long as (i) no Event of Default (as defined in the Senior Loan Agreement and/or any other Loan Document) has occurred and is continuing at the time of any such payment or after giving effect to such payment and (ii) the timing and the calculation of the payments set forth in the Junior Loan Agreement, the Term Note (as defined in the Junior Loan Agreement) and the Post-Closing Cash Documents (as defined in the Junior Loan Agreement) are not changed from the timing and calculations in effect on the date hereof.

3.Each Subordinated Party hereby subordinates all claims and security interests it may have against, or with respect to, any of the assets of the Company and/or any of its Subsidiaries (the “Subordinated Party Liens”), to the security interests granted by the Company and/or any of its Subsidiaries to each Senior Lender and the Senior Secured Party Representative (on behalf of the Senior Lenders) in respect of the Senior Liabilities.  Neither the Senior Secured Party Representative nor any Senior Lender shall owe any duty to any Subordinated Party as a result of or in connection with any Subordinated Party Liens, including without limitation any marshalling of assets or protection of the rights or interests of any Subordinated Party.  The Senior Lenders and the Senior Secured Party Representative (on behalf of the Senior Lenders) shall have the exclusive right to manage, perform and enforce the underlying terms of the Senior Loan Agreement, the Loan Documents and each other document, instrument and agreement executed from time to time in connection therewith (collectively, the “Security Agreements”) relating to the assets of the Company and its Subsidiaries and to exercise and enforce its rights according to its discretion.  Each Subordinated Party waives all rights to affect the method or challenge the appropriateness of any action taken by any Senior Lenders and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) in connection with any Senior Lender’s and/or Senior Secured Party Representative’s enforcement of its rights under the Security Agreements.  In connection with the exercise by any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) of its remedies under the Senior Loan Agreement, only the Senior Lenders and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) shall have the right to restrict, permit, approve or disapprove the sale, transfer or other disposition of the assets of the Company or any of its Subsidiaries.  As between each Senior Lender and each Subordinated Party, the terms of this Agreement shall govern even if all or part of any Senior Lender’s and/or Senior Secured Party Representative’s (on behalf of the Senior Lenders) liens are avoided, disallowed, set aside or otherwise invalidated.

2

4.In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar proceedings relating to the Company and/or any of its Subsidiaries or to its creditors, as such, or to its property (whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of the Company and/or any of its Subsidiaries, or any sale of all or substantially all of the assets of the Company and/or any of its Subsidiaries, or otherwise), the Senior Liabilities shall first be irrevocably paid in full before any Subordinated Party shall be entitled to receive and to retain any payment, distribution, other rights or benefits in respect of any Junior Liability. In order to enable each Senior Lender and the Senior Secured Party Representative (on behalf of the Senior Lenders) to enforce its rights hereunder in any such action or proceeding, each Senior Lender and the Senior Secured Party Representative (on behalf of the Senior Lenders) is hereby irrevocably authorized and empowered in its discretion as attorney in fact for each Subordinated Party to make and present for and on behalf of such Subordinated Party such proofs of claims against the Company and/or its Subsidiaries as any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) may deem expedient or proper and to vote such proofs of claims in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of any the Senior Liabilities.  In the event, prior to indefeasible payment in full of the Senior Liabilities, any Subordinated Party shall receive any payment in respect of the Junior Liabilities and/or in connection with the enforcement of such Subordinated Party’s rights and remedies against the Company and/or any of its Subsidiaries, except as permitted in this Agreement, whether arising in connection with the Junior Liabilities or otherwise, then such Subordinated Party shall forthwith deliver, or cause to be delivered, the same to the Senior Secured Party Representative (who shall distribute the same to the Senior Lenders based on each Senior Lender’s Term Loan Commitment) in precisely the form held by such Subordinated Party (except for any necessary endorsement) and until so delivered the same shall be held in trust by such Subordinated Party as the property of the Senior Lenders.

5.Each Subordinated Party will mark its/his books and records so as to clearly indicate that its/his respective Junior Liabilities are subordinated in accordance with the terms of this Agreement.  Each Subordinated Party will execute such further documents or instruments and take such further action as any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) may reasonably request from time to time to carry out the intent of this Agreement.

6.Each Subordinated Party hereby waives all diligence in collection or protection of or realization upon the Senior Liabilities or any security for the Senior Liabilities.

7.No Subordinated Party will without the prior written consent of the Senior Secured Party Representative (on behalf of the Senior Lenders):  (a) attempt to enforce or collect any Junior Liability or any rights in respect of any Junior Liability; or (b) commence, or join with any other creditor in commencing, any bankruptcy, reorganization or insolvency proceedings with respect to the Company and/or any of its Subsidiaries.

3

8.Any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) may, from time to time, at its sole discretion and without notice to any Subordinated Party, take any or all of the following actions:  (a) retain or obtain a security interest in any property to secure any of the Senior Liabilities; (b) retain or obtain the primary or secondary obligation of any other obligor or obligors with respect to any of the Senior Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities; and (d) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Senior Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property.  Notwithstanding anything to the contrary set forth in this Agreement, the Senior Lender and the Senior Secured Party Representative, on behalf of the Senior Lenders, agree that the principal amount of the Senior Debt (as defined in the Junior Loan Agreement) will not be increased from the principal amount on the date hereof, without the prior written consent of DJS, PTA and DSI.

9.Any Senior Lender may, from time to time, whether before or after any discontinuance of this Agreement, without notice to any Subordinated Party, assign or transfer any or all of the Senior Liabilities or any interest in the Senior Liabilities; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer of the Senior Liabilities, such Senior Liabilities shall be and remain Senior Liabilities for the purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Liabilities or of any interest in the Senior Liabilities shall, to the extent of the interest of such assignee or transferee in the Senior Liabilities, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were a Senior Lender, as applicable; provided, however, that, unless such Senior Lender shall otherwise consent in writing, the Senior Lenders shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of the Senior Lenders, as to those of the Senior Liabilities which the Senior Lenders have not assigned or transferred.

10.The Senior Lenders shall not be prejudiced in their rights under this Agreement by any act or failure to act of any Subordinated Party, or any noncompliance of any Subordinated Party with any agreement or obligation, regardless of any knowledge thereof which any Senior Lender may have or with which any Senior Lender may be charged; and no action of any Senior Lender permitted under this Agreement shall in any way affect or impair the rights of any other Senior Lender and the obligations of any Subordinated Party under this Agreement.

11.No delay on the part of any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) in the exercise of any right or remedy shall operate as a waiver of such right or remedy, and no single or partial exercise by any Senior Lender and/or the Senior Secured Party Representative (on behalf of the Senior Lenders) of any right or remedy shall preclude other or further exercise of such right or remedy or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be permitted except as expressly set forth in a writing duly signed and delivered by the Senior Lenders and the Subordinated Parties.  For the purposes of this Agreement, Senior Liabilities shall have the meaning set forth in Section 1 above, notwithstanding any right or power of any Subordinated Party or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the agreements and obligations of any Subordinated Party under this Agreement.

4

12.This Agreement shall continue in full force and effect after the filing of any petition (“Petition”) by or against the Company and/or any of its Subsidiaries under the United States Bankruptcy Code (the “Code”) and all converted or succeeding cases in respect thereof.  All references herein to the Company and/or any Subsidiary shall be deemed to apply to the Company and such Subsidiary as debtor-in-possession and to a trustee for the Company and/or such Subsidiary.  If the Company or any of its Subsidiaries shall become subject to a proceeding under the Code, and if the Senior Lenders shall desire to permit the use of cash collateral or to permit or provide post-Petition financing from any Senior Lender (or an affiliate or a third party satisfactory to the Senior Lenders) to the Company or any such Subsidiary under the Code, each Subordinated Party agrees as follows:  (1)  adequate notice to such Subordinated Party shall be deemed to have been provided for such consent or post-Petition financing if such Subordinated Party receives notice thereof three (3) business days (or such shorter notice as is given to the Senior Lenders) prior to the earlier of (a) any hearing on a request to approve such post-petition financing or (b) the date of entry of an order approving same and (2) no objection will be raised by any Subordinated Party to any such use of cash collateral or such post-Petition financing from any Senior Lender (or an affiliate of the Senior Lender).

13.This Agreement shall be binding upon each Subordinated Party and upon the heirs, legal representatives, successors and assigns of each Subordinated Party and the successors and assigns of any Subordinated Party.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement.  It is understood and agreed that if facsimile copies of this Agreement bearing facsimile signatures are exchanged between the parties hereto, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed facsimile copies were original documents bearing original signature.

14.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SENIOR LENDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The individuals executing this Agreement on behalf of the Subordinated Parties agree to submit to the jurisdiction of such courts and waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs.  Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

[signature pages follow]

5

IN WITNESS WHEREOF, this Agreement has been made and delivered as of this 15th day of January, 2010.

LAW OFFICES OF DAVID J. STERN, P.A.

By:        ____________________________

Name:   ____________________________

Title:     ____________________________

DEFAULT SERVICING, INC.

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                              

PROFESSIONAL TITLE & ABSTRACT COMPANY OF FLORIDA, INC.

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                             

_______________________________________

DAVID J. STERN, in his capacity as Junior Secured Party Representative

[LENDER]

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                            

CHARDAN CAPITAL MARKETS, LLC, in its capacity as Senior Secured Party Representative

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                              

6

Acknowledged and Agreed to by:

DAL GROUP, LLC, a limited liability company

organized under the laws of the State of  Delaware

By:        ____________________________

Name:   ____________________________

Title:     ____________________________

DJS PROCESSING, LLC

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                                 

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                              

DEFAULT SERVICING, LLC

By:        ____________________________

Name:   ____________________________

Title:     ____________________________                                                           

SIGNATURE PAGE TO

SUBORDINATION AGREEMENT

7

EX-4.15

Exhibit 4.15

SENIOR SECURITY AGREEMENT

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.”

R E C I T A L S:

A.In connection with the Senior Loan, Security and Pledge Agreement, dated as of the date of this Guaranty, among the Lenders and DAL Group, LLC (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), DAL Group, LLC (the “Borrower”) has executed those certain Senior Term Notes, dated as of the date of this Guaranty, in favor of the Lenders (each as amended, restated or otherwise modified from time to time, a “Note” and collectively the “Notes”).  As security for the Obligations (as defined in the Loan Agreement), the Borrower granted to the Lenders and to the Secured Party Representative (as defined in the Loan Agreement) a security interest in all of its assets.

B.As additional security for the Obligations, the Guarantor has executed a Guaranty, dated as of the date of this Security Agreement (the “Guaranty”), in favor of the Lenders.  To secure the Guaranteed Obligations, the Guarantor has agreed to grant the Lenders a security interest in all of its assets pursuant to this Security Agreement.

C.The Lenders and the Guarantor are each parties to that certain Subordination and Intercreditor Agreement, dated as of the same date of this Security Agreement.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the Parties agree as follows:

A G R E E M E N T S:

Section 1DEFINITIONS.

1.1Defined Terms.  For the purposes of this Security Agreement, the following capitalized words and phrases shall have the meanings set forth below.

“Affiliate” of any person or entity shall mean (a) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with such person or entity or (b) any officer or director of such entity.  A person or entity shall be deemed to be “controlled by” any other person or entity if such person or entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such person or entity whether by contract, ownership of voting securities, membership interests or otherwise.

1

“Bankruptcy Code” shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

“Collateral” shall have the meaning set forth in Section 2.1 hereof.

“Event of Default” shall have the meaning set forth in the Loan Agreement.

“Guaranteed Obligations” has the meaning set forth in the Guaranty.

“Guaranty” shall have the meaning given to it in the Recitals.

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, service marks and trademarks, and all registrations and applications for registration therefor and all licensees thereof, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Loan Agreement” shall have the meaning given to it in the Recitals.

“Loan Documents” shall mean the Notes, the Loan Agreement, this Security Agreement, the Subordination and Intercreditor Agreement and each Guaranty, as each may be amended, restated, supplemented or modified from time to time.

“Note” and “Notes” shall have the meaning given to it in the Recitals.

“Obligations” shall have the meaning set forth in the Loan Agreement.

“Obligor” shall mean the Borrower, any Guarantor, accommodation endorser, third party pledgor, or any other party liable with respect to the Obligations.

“Secured Party Representative” shall have the meaning set forth in the Loan Agreement.

“Security Agreement Event of Default” shall have the meaning set forth in Section 4.

“Security Interest” shall have the meaning set forth in Section 2.1.

“Subordination and Intercreditor Agreement” shall have the meaning set forth in the Loan Agreement.

“UCC” shall mean the Uniform Commercial Code in effect in the State of New York from time to time.

1.2Other Terms Defined in UCC.  All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

2

1.3Other Interpretive Provisions.

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.  Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

(b)Section and Schedule references are to this Security Agreement unless otherwise specified.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement

(c)The term “including” is not limiting, and means “including, without limitation”.

(d)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Security Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Security Agreement, the provisions of this Security Agreement shall govern.

(g)This Security Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

Section 2SECURITY FOR THE OBLIGATIONS.

2.1Security for Guaranteed Obligations.  As security for the payment and performance of the Guaranteed Obligations, the Guarantor hereby assigns, transfers, delivers and grants to the Lenders and to the Secured Party Representative on behalf of the Lenders a continuing and unconditional first priority security interest (the “Security Interest”) in and to any and all personal property of the Guarantor, of any kind or description, tangible or intangible, wherever located and whether now existing or hereafter arising, created or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a)all property of, or for the account of, the Guarantor now or hereafter coming into the possession, control or custody of, or in transit to, any Lender or any agent or bailee for any Lender or any parent, affiliate or subsidiary of any Lender or any participant with the Lenders (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

3

(b)the additional property of Guarantor, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Guarantor’s books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Guarantor’s right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i)All Accounts, including but not limited to billed and unbilled accounts receivable, and all Goods whose sale, lease or other disposition by the Guarantor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Guarantor, or rejected or refused by an account borrower;

(ii)All Inventory, including raw materials, work-in-process and finished goods;

(iii)All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;

(iv)All Software and computer programs;

(v)All Securities, investment property, Financial Assets and Deposit Accounts;

(vi)All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles; and

(vii)All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

2.2No Assumption of Liability. The Security Interest is granted as security only and, except as otherwise required by applicable law or as set forth in the Loan Documents, shall not subject any Lender to, or in any way alter or modify, any obligation or liability of the Borrower with respect to or arising out of the Collateral.

4

2.3Perfection of Security Interest.  Guarantor hereby irrevocably authorizes each Lender and Secured Party Representative on behalf of the Lenders to file financing statement(s) describing the Collateral in all public offices reasonably deemed necessary by any Lender or the Secured Party Representative, and to take any and all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that any Lender or the Secured Party Representative may reasonably determine to be necessary to perfect and maintain each Lender’s security interests in the Collateral.  Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement or where the Secured Party Representative chooses to perfect its security interest by possession, whether or not in addition to the filing of a financing statement.  Where Collateral is in the possession of a third party, Guarantor will join with the Lenders and the Secured Party Representative in notifying the third party of each Lender’s security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Lenders.  Guarantor will cooperate with the Lender and the Secured Party Representative in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.  Guarantor will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Lenders and the Secured Party Representative indicating that each Lender has a security interest in the Chattel Paper.  Guarantor shall pay the cost of filing or recording all financing statement(s) and other documents.  Guarantor agrees to promptly execute and deliver to the Lenders and the Secured Party Representative all financing statements, continuation financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that any Lender may reasonably request in form reasonably satisfactory to the Lenders and the Secured Party Representative to perfect and maintain each Lender’s security interests in the Collateral.  The Guarantor further agrees to indemnify and hold each Lender and the Secured Party Representative harmless against claims of any person or entity not a party to this Security Agreement concerning disputes arising over the Collateral.

2.4Preservation of the Collateral.  Any Lender and Secured Party Representative may, but are not required, to take such actions from time to time as such Lender or the Secured Party Representative deems reasonably appropriate to maintain or protect the Collateral.  Each Lender and the Secured Party Representative shall have exercised reasonable care in the custody and preservation of the Collateral if such Lender or Secured Party Representative takes such action as the Guarantor shall reasonably request in writing which is not inconsistent with any Lender’s status as a secured party, but the failure of any Lender or the Secured Party Representative to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, each Lender’s or Secured Party Representative’s responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which such Lender accords its own property, and (b) not extend to matters beyond the control of any Lender or Secured Party Representative, including acts of God, war, insurrection, riot or governmental actions.  In addition, any failure of any Lender or Secured Party Representative to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Guarantor, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.  The Guarantor shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Guarantor and each Lender in the Collateral against prior or third parties.  Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Guarantor represents to, and covenants with, each Lender that the Guarantor has made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Guarantor agrees that neither any Lenders nor the Secured Party Representative shall have any responsibility or liability for informing the Guarantor of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

5

2.5Collateral in the Possession of a Warehouseman or Bailee.  If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Guarantor shall promptly notify the Lenders and the Secured Party Representative thereof, and shall use commercially reasonable efforts to promptly obtain a Collateral Access Agreement.  No Lender shall give any instructions to such warehouseman or bailee pursuant to such Collateral Access Agreement unless a Security Agreement Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to the warehouseman or bailee.

2.6Commercial Tort Claims.  If the Guarantor shall at any time hold or acquire a Commercial Tort Claim, the Guarantor shall promptly, upon knowledge thereof, notify the Lenders and the Secured Party Representative in writing signed by the Guarantor of the details thereof and at the request of any Lender grant to each Lender, for its own benefit and as agent for its Affiliates, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, in each case in form and substance reasonably satisfactory to the Lenders, and shall execute any amendments hereto deemed reasonably necessary by any Lender to perfect the security interest of the Lenders in such Commercial Tort Claim.

2.7Electronic Chattel Paper and Transferable Records.  If the Guarantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Guarantor shall promptly notify the Lenders and the Secured Party Representative thereof and, at the request of any Lender or the Secured Party Representative, shall take such action as such Lender or the Secured Party Representative may reasonably request to vest in the Lenders or the Secured Party Representative control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Lenders or the Secured Party Representative, as the case may be, will arrange, pursuant to procedures reasonably satisfactory to each Lender, and so long as such procedures will not result in any Lender’s or the Secured Party Representative’s loss of control, for the Borrower to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

Section 3REPRESENTATIONS AND WARRANTIES.

To induce the Lenders to accept the Notes, the Guarantor makes the following representations and warranties to each Lender, each of which shall survive the execution and delivery of this Security Agreement:

6

3.1Guarantor Organization and Name.  The Guarantor is duly organized, existing and in good standing, with full and adequate power to carry on and conduct its business as presently conducted.  The Guarantor is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing.  The exact legal name of the Guarantor is as set forth in the first paragraph of this Security Agreement.

3.2Authorization.  The Guarantor has full right, power and authority to enter into this Security Agreement and the Guaranty and to perform all of its duties and obligations under this Security Agreement and the Guaranty.  The execution and delivery of this Security Agreement and the Guaranty will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Guarantor’s organizational documents, nor require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other party (other than any consent or approval which has been obtained and is in full force and effect).  All necessary and appropriate action has been taken on the part of the Guarantor to authorize the execution and delivery of this Security Agreement and the Guaranty.

3.3Validity and Binding Nature.  This Security Agreement and the other Loan Documents are the legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

3.4Security Interest.  This Security Agreement creates a valid security interest in favor of each Lender and the Secured Party Representative on behalf of the Lenders in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by the Lenders or the Secured Party Representative on behalf of the Lenders or delivery of such Collateral to the Lenders or the Secured Party Representative on behalf of the Lenders, shall constitute a valid, first priority perfected security interest in such Collateral.  None of the Collateral is subject to any security interest other than as contemplated by this Security Agreement, the Loan Agreement or in favor of the holder of the Junior Obligations (as defined in the Loan Agreement), such security interest in favor of the holder of the Junior Obligations (as defined in the Loan Agreement) to be subordinated to the security interest granted pursuant to this Security Agreement.

3.5Place of Business.  The principal place of business and books and records of the Guarantor is set forth in the preamble to this Security Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth in schedules furnished to the Lenders.  The Guarantor shall promptly notify the Lenders and the Secured Party Representative of any change in such location(s).  The Guarantor will not remove or permit the Collateral to be removed from such location(s) without the prior written consent of the Lenders and Secured Party Representative, except for Inventory sold in the usual and ordinary course of the Guarantor’s business.

Section 4EVENTS OF DEFAULT.

The Guarantor, without notice or demand of any kind, shall be in default with respect to its Guaranteed Obligations upon the occurrence of any of the following events, except to the extent caused by the action or failure to act of any Lender, any Affiliate of any Lender or the Secured Party Representative for the purpose of causing a Security Agreement Event of Default (each a “Security Agreement Event of Default”):

7

4.1Guarantor shall fail to pay when due the Guaranteed Obligations;

4.2Any failure of Guarantor to perform or default by Guarantor in the performance of any covenant, condition or agreement contained in this Security Agreement (other than a default covered by Section 4.1) and the continuance of such default or breach for a period of thirty (30) calendar days after Guarantor has notice thereof; or

4.3An Event of Default which shall not have been cured within the applicable cure period, if any.

Section 5REMEDIES.

5.1Rights and Remedies.  Upon the occurrence and during the continuance of a Security Agreement Event of Default, each Lender and the Secured Party Representative on behalf of the Lenders shall have all rights, powers and remedies set forth in the Loan Documents, in any other written agreement or instrument relating to any of the Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity.  Without limiting the generality of the foregoing, any of the Lenders or the Secured Party Representative (on behalf of the Lenders) may, at such party’s option upon the occurrence and during the continuance of a Security Agreement Event of Default, declare the Guaranteed Obligations to be immediately due and payable, provided, however, that upon the occurrence and during the continuance of an Event of Default under Section 8.6 of the Loan Agreement, all Guaranteed Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of any Lender and/or the Secured Party Representative. The Guarantor hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of each Lender’s and the Secured Party Representative’s rights under the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Guarantor or of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary.  In addition to the foregoing, upon the occurrence and during the continuance of an Event of Default:

(a)Possession and Assembly of Collateral.  Any Lender or the Secured Party Representative may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which any Lender or the Secured Party Representative may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of the Guarantor’s premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Lenders and Secured Party Representative shall have the right to store and conduct a sale of the same in any of the Guarantor’s premises without cost to the Lenders or the Secured Party Representative.  At any Lender’s or Secured Party Representative’s request, the Guarantor will, at the Guarantor’s sole expense, assemble the Collateral and make it available to the Lenders or the Secured Party Representative, as the case may be, at a place or places to be designated by the Secured Party Representative which is reasonably convenient to the Lenders or the Secured Party Representative, as the case may be, and the Guarantor.

8

(b)Sale of Collateral.  The Secured Party Representative (on behalf of the Lenders) may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Secured Party Representative may deem reasonably proper, and any Lender may purchase any or all of the Collateral at any such sale.  The Guarantor acknowledges that the Secured Party Representative may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers.  The Guarantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale.  No Lender nor the Secured Party Representative shall have any obligation to clean-up or otherwise prepare the Collateral for sale.  The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys’ and paralegals’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, in such order of application as the Secured Party Representative may, from time to time, elect, returning the excess proceeds, if any, to the Guarantor.  The Guarantor shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Loan Documents.  Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by any Lender or Secured Party Representative at least ten (10) calendar days before the date of such disposition.  The Guarantor hereby confirms, approves and ratifies all acts and deeds of each Lender and/or the Secured Party Representative relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against any Lender or the Secured Party Representative or its representatives, by reason of taking, selling or collecting any portion of the Collateral.  The Guarantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as any Lender or Secured Party Representative shall deem reasonably appropriate.  The Guarantor expressly absolves each Lender and the Secured Party Representative from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rights or remedies under this Security Agreement.

5.2[RESERVED].

5.3Standards for Exercising Remedies.  Upon the occurrence and during the continuance of an Event of Default, to the extent that applicable law imposes duties on any Lender or the Secured Party Representative to exercise remedies in a commercially reasonable manner, the Guarantor acknowledges and agrees that it is not commercially unreasonable for any Lender or the Secured Party Representative (a) to fail to incur expenses reasonably deemed significant by any Lender or the Secured Party Representative to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other party obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other parties obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other parties, whether or not in the same business as the Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure the Secured Party Representative and/or any Lender against risks of loss, collection or disposition of Collateral or to provide to the Secured Party Representative and/or any Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed reasonably appropriate by the Secured Party Representative and/or any Lender to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party Representative and/or any Lender in the collection or disposition of any of the Collateral.  The Guarantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by any Lender and/or the Secured Party Representative would not be commercially unreasonable in the exercise of remedies against the Collateral by any Lender and/or the Secured Party Representative and that other actions or omissions by the Secured Party Representative and/or any Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this section.  Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to the Guarantor or to impose any duties on the Secured Party Representative or any Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this section.

9

5.4UCC and Offset Rights.  Upon the occurrence and during the continuance of a Security Agreement Event of Default, any Lender and the Secured Party Representative (on behalf of each Lender) may exercise, from time to time, any and all rights and remedies available to each of them under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Security Agreement or in any other agreements between any Obligor and any Lender, and may, without demand or notice of any kind, appropriate and apply toward the payment of the Guaranteed Obligations, whether matured or unmatured, including reasonable costs of collection and attorneys’ and paralegals’ fees, and in such order of application as any Lender may, from time to time, elect, any indebtedness of any Lender to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to any Lender, as applicable.

5.5Additional Remedies.  Upon the occurrence and during the continuance of an Event of Default, the Secured Party Representative on behalf of the Lenders shall have the right and power to:

(a)instruct the Guarantor, at its own expense, to notify any parties obligated on any of the Collateral, including any account debtors of Guarantor, to make payment directly to the Lenders or the Secured Party Representative, as applicable, of any amounts due or to become due thereunder, or the Lenders or the Secured Party Representative, as applicable, may directly notify such obligors of the security interest of the Lenders, and/or of the assignment to the Lenders or the Secured Party Representative of the Collateral and direct such obligors to make payment to the Lenders or the Secured Party Representative, as applicable, of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such party obligated thereon;

(b)enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;

(c)take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

(d)extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or any obligation of any nature of any other obligor with respect to the Obligations;

(e)grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Obligations;

(f)transfer the whole or any part of securities which may constitute Collateral into the name of the Lenders, the Lenders’ nominee, or the Secured Party Representative without disclosing, if any Lender so desires, that such securities so transferred are subject to the security interest of the Lenders, and any corporation, association, or any of the managers or trustees of any trust issuing any of such securities, or any transfer agent, shall not be bound to inquire, in the event that any Lender or such nominee makes any further transfer of such securities, or any portion thereof, as to whether such Lender or such nominee has the right to make such further transfer, and shall not be liable for transferring the same;

10

(g)make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of any Lender or the Secured Party Representative as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Guarantor hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive any Lender’s or the Secured Party Representative’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Guarantor, any guarantor or other party liable to any Lender for the Obligations; and

(h)at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Security Agreement, the Loan Documents, or any of the other Obligations, or any Lender’s  and/or the Secured Party Representative’s rights hereunder or relating to the Obligations.

The Guarantor hereby ratifies and confirms whatever any Lender or the Secured Party Representative may do with respect to the Collateral and agrees that neither any Lender nor the Secured Party Representative shall be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral except to the extent resulting from the action, failure to act, negligence and/or misconduct of any Lender, the Secured Party Representative and/or any Affiliate of any of the foregoing.

5.6Attorney-in-Fact.  The Guarantor hereby irrevocably makes, constitutes and appoints each Lender and the Secured Party Representative (and any officer of any Lender or any party designated by any Lender for that purpose) as the Guarantor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Guarantor’s name, place and stead, with full power of substitution, to (a) take such actions as are permitted in this Security Agreement, (b) execute such financing statements and other documents and to do such other acts as any Lender or the Secured Party Representative may reasonably require to perfect and preserve any Lender’s security interest in, and to enforce such interests in the Collateral, and (c) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing the Guarantor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Guarantor, changing the address of the Guarantor to that of a Lender or the Secured Party Representative, opening all envelopes addressed to the Guarantor and applying any payments contained therein to the Obligations.  The Guarantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable.  The Guarantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

5.7No Marshaling.  No Lender nor the Secured Party Representative shall be required to marshal any present or future collateral security (including this Security Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order.  To the extent that it lawfully may, the Guarantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any Lender’s and/or the Secured Party Representative’s rights under this Security Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Guarantor hereby irrevocably waives the benefits of all such laws.

11

5.8No Waiver.  No Event of Default shall be waived by any Lender or the Secured Party Representative on behalf of the Lenders except in writing.  No failure or delay on the part of any Lender or the Secured Party Representative in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  There shall be no obligation on the part of any Lender or the Secured Party Representative to exercise any remedy available to such Lender or the Secured Party Representative in any order.  The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity.  The Guarantor agrees that in the event that the Guarantor fails to perform, observe or discharge any of its Obligations or liabilities under this Security Agreement or any other agreements with any Lender, no remedy of law will provide adequate relief to any Lender, and further agrees that each Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 6MISCELLANEOUS.

6.1Entire Agreement.  This Security Agreement and the other Loan Documents (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof; and (b) are the final expression of the intentions of the Guarantor and the, Lenders.  No promises, either expressed or implied, exist between the Guarantor and the Lenders, unless contained herein or therein.  This Security Agreement, together with the other Loan Documents supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other Loan Documents.  This Security Agreement and the other Loan Documents are the result of negotiations among the Lenders and the Guarantor and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all Parties.  Accordingly, this Security Agreement and the other Loan Documents shall not be construed more strictly against a Lenders merely because of such Lender’s involvement in their preparation.

6.2Amendments.  No amendment, modification or waiver of, or consent with respect to, any provision of this Security Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Guarantor and each Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

12

6.3Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED THAT NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

6.4Waiver of Jury Trial.  EACH LENDER AND THE GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SECURITY AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH ANY LENDER AND THE GUARANTOR ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

6.5Assignability.  Any Lender may at any time assign its rights in this Security Agreement, the other Loan Documents, the Obligations, or any part thereof and transfer such Lender’s rights in any or all collateral for the Obligations, and such Lender thereafter shall be relieved from all liability with respect to such collateral.  The Guarantor may not sell or assign this Security Agreement, or any other agreement with any Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of each Lender.  This Security Agreement shall be binding upon each Lender and the Guarantor and their respective legal representatives and successors.  All references herein to the Guarantor shall be deemed to include any successors, whether immediate or remote.

13

6.6Governing Law.  This Security Agreement and the other Loan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of New York applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

6.7Enforceability.  Wherever possible, each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.8Survival of Guarantor Representations.  All covenants, agreements, representations and warranties made by the Guarantor herein shall, notwithstanding any investigation by any Lender, be deemed material and relied upon by each Lender and shall survive the making and execution of this Security Agreement and the other Loan Documents and shall be deemed to be continuing representations and warranties (except to the extent such representations or warranties expressly relate to an earlier date) until such time as the Guaranty has been irrevocably terminated and/or the Guaranteed Obligations have been indefeasibly paid in full in cash.  Each Lender, in extending financial accommodations to the Guarantor, is expressly acting and relying on the aforesaid representations and warranties.

6.9[RESERVED].

6.10Counterparts; Facsimile Signatures.  This Security Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Security Agreement.  Receipt of an executed signature page to this Security Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by any Lender shall be deemed to be originals thereof.

6.11Notices.  Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to Lenders:	At the addresses set forth on Schedule 1
If to Guarantor:	Default Servicing, LLC 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  Chief Financial Officer Facsimile:  (954) 233-8444
If to Secured Party Representative:	Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY  10004 ATTN: Kerry Propper Facsimile: (646) 465-9039

14

or such other address, or the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (a) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (b) if by certified or registered mail, on the third business day after the mailing thereof or (c) if by next-day or overnight courier or delivery, on the date of such delivery.

6.12Costs, Fees and Expenses.  The Guarantor shall pay or reimburse each Lender for all reasonable costs, fees and expenses incurred by such Lender or for which such Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Guaranteed Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including, without limitation, reasonable consultants' fees and attorneys' fees and time charges of counsel to each Lender, which shall also include reasonable attorneys' fees and time charges of attorneys who may be employees of any Lender or any Affiliate of any Lender, plus reasonable costs and expenses of such attorneys or of any Lender, if the transaction contemplated hereby shall be consummated.  In furtherance of the foregoing, the Guarantor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.  That portion of the Guaranteed Obligations consisting of costs, expenses or advances to be reimbursed by the Guarantor to each Lender pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Guarantor to applicable Lender on demand.  If at any time or times hereafter any Lender: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent any Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by a Lender, the Guarantor, or any other party) in any way or respect relating to this Security Agreement, the other Loan Documents or the Guarantor's business or affairs, or (iii) to enforce any rights of  any Lender against the Guarantor or any other party that may be obligated to any Lender by virtue of this Security Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any Collateral for the Guaranteed Obligations as permitted pursuant to this Security Agreement or by applicable law; and/or (c) attempts to or enforces any of any Lender's rights or remedies under this Security Agreement or the other Loan Documents, the reasonable costs and expenses incurred by the Lender in any manner or way with respect to the foregoing, shall be part of the Guaranteed Obligations, payable by the Guarantor to the applicable Lender on demand.

15

6.13Secured Party Representative. Each Lender, with respect to the Guaranteed Obligations, hereby constitutes and appoints Chardan Capital Markets, LLC, or its designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Lenders, (d) hold, maintain and enforce any lien and security interest in the Collateral (including, without limitation, the naming of Secured Party Representative, as agent for Creditors, as secured party in all UCC financing statements filed or to be filed against any Obligor in relation to the Collateral), and (e) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement, and enforcing any and all security interests and liens on the Collateral granted by each Obligor or any other person or entity to secure any Obligations.  This appointment and grant of power and authority is by unanimous approval of the Lenders and the Lenders may change the Secured Party Representative by a written notice signed by all of the Lenders delivered to the Guarantor.  Each Lender hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Lender agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Lender shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Borrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor shall not be liable to any Lender for any action taken or omitted to be taken by the Guarantor in such reliance.  All moneys collected by the Secured Party Representative upon any sale or other disposition of any Collateral or upon receipt of any proceeds relating to any Collateral (collectively, the “Collateral Proceeds”), shall be applied as follows: (A) first, to the payment of (1) any and all sums advanced by the Secured Party Representative in order to preserve or protect the any Collateral or preserve or protect its security interest in the any Collateral, (2) the reasonable out-of-pocket fees and expenses of liquidating or otherwise disposing or realizing on the Collateral, or of any exercise by the Secured Party Representative of its rights or remedies hereunder or under the other Loan Documents, together with reasonable attorneys’ fees and expenses and court costs, incurred by the Secured Party Representative or any Lender in connection therewith; (B) second, to the extent moneys remain after the application pursuant to the preceding clause (A), to the payment of any and all outstanding Guaranteed Obligations owing to each Lender on a pro rata basis; and (C) third, to the extent moneys remain after the application pursuant to the preceding clauses (A) and (B), any surplus then remaining shall be held by the Secured Party Representative as cash collateral pending payment in full of all Guaranteed Obligations and irrevocable termination of the Loan Documents, after which any remainder shall be paid to the Guarantor or as otherwise required by law or as a court of competent jurisdiction shall direct.  In the event any payment or distribution with respect to the Collateral is made (whether voluntarily, involuntarily, through the exercise of any right of set-off or counterclaim or otherwise), the entity receiving such payment shall receive and hold the same in trust, as trustee, for the equal benefit of Lenders and shall forthwith deliver the same to the Secured Party Representative for the equal benefit of the Lenders in precisely the form received.  Each such payment or distribution set forth in the immediately preceding sentence shall be applied by the Secured Party Representative in accordance with this section.

[Signatures appear on the following page]

16

IN WITNESS WHEREOF, the Guarantor and the Lenders have executed this Security Agreement as of the date first above written.

Guarantor:

By:       _________________________ 

Name:  _________________________

Title:    _________________________   

Agreed and accepted:

Lenders:

By:       _________________________ 

Name:  _________________________

Title:    _________________________                                                                         

Secured Party Representative:

By:       _________________________ 

Name:  _________________________

Title:    _________________________       

SIGNATURE PAGE TO

DEFAULT SERVICING SENIOR SECURITY AGREEMENT

17

EX-4.16

Exhibit 4.16

GUARANTY

FOR VALUE RECEIVED, and in order to induce thelenders (collectively, the “Lenders” and each a “Lender”) listed on Schedule A hereto to enter into financial accommodations with DAL GROUP, LLC, a Delaware limited liability company (with any successor in interest, including, without limitation, any successor by merger or by operation of law, herein collectively referred to as “DAL”) (a) under those certain Senior Term Notes, dated as of the date of this Guaranty,executed by DAL in favor of the Lenders (each as amended, restated or otherwise modified from time to time, a “Note” and collectively the “Notes”), and (b) pursuant to the Senior Loan, Security and Pledge Agreement, dated as of the date of this Guaranty, among the Lenders and DAL (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), the undersigned (“Guarantor”) hereby guarantees to the Lenders and their respective successors and assigns (i) the prompt and full payment when due, by acceleration or otherwise, of all sums now or any time hereafter due from DAL to each Lender under the Notes and the Loan Agreement (the “Term Loan Obligations”) and (ii) all reasonable costs, reasonable legal expenses and reasonable attorneys’ and paralegals’ fees paid or incurred by any Lender or the Secured Party Representative (such term as used herein is as defined in the Loan Agreement) in endeavoring to collect all or any part of the Term Loan Obligations, or in enforcing any of their rights in connection with any collateral therefore, or in enforcing this Guaranty, or in defending against any defense, counterclaim, setoff or cross claim based on any act or omission by any Lender with respect to the foregoing obligations, except to the extent resulting from the negligence and/or misconduct of any Lender and/or any affiliate of any Lender (collectively, the “Guaranteed Obligations”). Guarantor acknowledges that each Lender is relying on the execution and delivery of this Guaranty in extending or continuing to extend the financial accommodations to or for the benefit of DAL.

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.

To the extent any Lender receives payment with respect to the Guaranteed Obligations and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside, required to be repaid by any Lender or is repaid by any Lender pursuant to a settlement agreement, to a trustee, receiver or any other person or entity, whether under any bankruptcy law or otherwise (a “Returned Payment”), this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of such payment or repayment by any Lender, and the indebtedness or part thereof intended to be satisfied by such Returned Payment shall be revived and continued in full force and effect as if said Returned Payment had not been made.

All payments received by any Lender with respect to the Guaranteed Obligations, from whatever source derived, shall be taken and applied by the Lenders toward the payment of the Guaranteed Obligations and in such order of application as Lenders, may, in their sole discretion, from time to time elect.  As further security, any and all debts and liabilities now or hereafter arising and owing to the Guarantor by DAL are hereby subordinated to the claims of each Lender.

Guarantor acknowledges and agrees that this Guaranty is a legal, valid and binding obligation of Guarantor, and is enforceable in accordance with its terms.  No Lender nor the Secured Party Representative shall be required at any time, as a condition of Guarantor’s obligations hereunder, to resort to payment from DAL or other persons or entities whatsoever, or any of their properties or estates, or resort to any collateral or pursue or exhaust any other rights or remedies whatsoever. Specifically, but without limiting the foregoing, Guarantor waives any right to have DAL or any other guarantor joined in a suit brought against Guarantor on this Guaranty and also any right to require any Lender on any obligation guarantied here as a prerequisite to any action by any or all of the Lenders against Guarantor.

1

No release or discharge in whole or in part of any other guarantor of the Guaranteed Obligations shall release or discharge Guarantor, unless and until all of the Guaranteed Obligations shall have been  indefeasibly fully paid and discharged.  So long as there are any Guaranteed Obligations, Guarantor waives any right to revoke or terminate this Guaranty without the express written consent of each Lender.

For so long as there are any Guaranteed Obligations, Guarantor agrees to promptly furnish to each Lender such financial information concerning Guarantor as any Lender may from time to time reasonably request.

Guarantor's obligations under this Guaranty shall in no way be modified, affected, impaired, reduced, reduced or released by any Lender undertaking, doing or omitting to do any of the following (any or all of which may be done or omitted by any Lender in its sole discretion, without notice to anyone irrespective of whether the Guaranteed Obligations shall be increased or decreased thereby): (i) extend the time of payment of the Guaranteed Obligations; (ii) renew the Guaranteed Obligations or accept new notes of DAL; (iii) modify any of the terms and conditions of the Guaranteed Obligations including, but not limited to, changing the interest rate or rates applicable to the Guaranteed Obligations; (iv) compromise, settle, surrender, release, discharge, refinance, exchange, sell, or pledge the Guaranteed Obligations, or any collateral securing the Guaranteed Obligations, or fail, neglect or omit to realize upon, or to enforce or exercise any liens or rights of appropriation or other rights with respect to, the Guaranteed Obligations or any security or collateral therefor or any claims against any person or persons primarily or secondarily liable thereon; (v) fail, neglect or omit to perfect, protect, secure or insure any of security interests, liens, or encumbrances of the properties or interests in properties subject thereto; or (vi) any change in DAL’s name or the merger of DAL into another entity.  The Guarantor hereby consents to all acts of commission or omission of each Lender as set forth above.

Neither a failure on the part of any or all of the Lenders to exercise nor any delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof and Guarantor’s obligations hereunder shall be enforceable irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations, or of any instrument evidencing any of the Guaranteed Obligations.

The Guaranteed Obligations shall include interest, costs and fees owed by DAL to any Lender pursuant to the terms of the Note and Loan Agreement accruing after the filing of a bankruptcy petition by or against DAL under Title 11, United States Code, even though such interest, costs and fees may not be allowable, in whole or in part, due to such bankruptcy case.

Guarantor hereby waives all suretyship defenses and any rights to interpose any defense of any nature which Guarantor may have or which may exist between and among any Lender, DAL and/or Guarantor with respect to Guarantor’s obligations under this Guaranty, or which DAL may assert on the underlying debt, including but not limited to failure of consideration, breach of warranty, fraud, discharges of DAL or any other Guaranty in bankruptcy, payment (other than cash payment in full of the Guaranteed Obligations), statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, accord and satisfaction, and usury.  The Guaranty expressly agrees that Guarantor shall be and shall remain liable for any deficiency remaining after foreclosure of any security interest securing the Guaranteed Obligations, whether or not the liability of DAL or any other obligor for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Any Lender may, without demand or notice of any kind to anyone, apply or set off balances, credits, deposits, accounts, moneys or other indebtedness at any time credited or due from any Lender to the Guarantor against the amounts due hereunder as any Lender may from time to time elect.

Each Lender may assign any or all of the Guaranteed Obligations upon notice to the Guarantor and in such event any assignee or holder of any or all of the Guaranteed Obligations shall have the right to enforce this Guaranty, by suit or otherwise, as if such assignee or holder is named in this Guaranty.  For the avoidance of doubt, the rights of each Lender to enforce this guaranty shall be superior to that of any assignee of any Lender.

2

This Guaranty is a guaranty of payment and not of collection.

This Guaranty shall be binding upon Guarantor and its heirs, executors, successors and assigns, and shall inure to the benefit of each Lender and each Lender’s successors and assigns.  Guarantor may not assign any of its obligations under this Guaranty without the prior written consent of each Lender, any such purported assignment without such consent being null and void, and which consent shall not be unreasonably withheld.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE. THE GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES IRREVOCABLY THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDINGS COMMENCED BY OR AGAINST THE GUARANTOR IN WHICH THE GUARANTY AND ANY LENDER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH LENDER IN GRANTING ANY FINANCIAL ACCOMMODATION TO DAL AND ACCEPTING THIS GUARANTY.

Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. No modification or waiver of any of the provisions of this Guaranty shall be effective unless in writing and signed by Guarantor and each Lender.

Receipt of an executed signature page to this Guaranty by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic executed copies of this Guaranty maintained by any Lender shall be deemed to be originals thereof.

TO INDUCE EACH LENDER TO GRANT FINANCIAL ACCOMMODATIONS TO DAL, THE GUARANTOR IRREVOCABLY AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS GUARANTY SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE COUNTY OF NEW YORK, NEW YORK.  THE GUARANTOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN THE COUNTY OF NEW YORK, NEW YORK, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.  THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS TO THE SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE GUARANTOR AT THE ADDRESS INDICATED IN THE RECORDS OF ANY LENDER IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.  FURTHERMORE, THE GUARANTOR WAIVES PRESENTMENT, DEMAND FOR PAYMENT AND ALL NOTICES AND DEMANDS IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE OF THIS GUARANTY OR ENFORCEMENT OF THE RIGHTS OF EACH LENDER HEREUNDER, AND HEREBY CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE, WITH OR WITHOUT CONSIDERATION, OF DAL OR ANY OTHER PERSON RESPONSIBLE FOR PAYMENT OF THE GUARANTEED OBLIGATIONS, OR OF ANY COLLATERAL THEREFOR.

3

GUARANTY

Dated as of ______________________.

Guarantor:

By: __________________________

Name:

Title:

Address:

SIGNATURE PAGE TO SENIOR GUARANTY

4

SCHEDULE A

Lenders

[______________]

5

EX-4.17

Exhibit 4.17

TERM NOTE

$52,469,000   January 15, 2010

FOR VALUE RECEIVED, DAL GROUP, LLC, a Delaware limited liability company (the “Maker”), promises to pay to the order of the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (the “Payee”) at 900 South Pine Island Road Ste. 400, Plantation, Florida 33324-3903 or at such other place as may be designated in writing by the Payee, the principal sum of FIFTY TWO MILLION FOUR HUNDRED SIXTY NINE THOUSAND DOLLARS and 00/100 ($52,469,000.00), together with interest on the unpaid principal balance computed from the date hereof at a rate equal to the Contract Rate (as hereafter defined), on or before the third anniversary of the date of this Term Note (such date, the “Maturity Date”) if not sooner paid.

This Term Note (as amended, restated or otherwise modified from time to time, this “Note”) evidences the indebtedness under and pursuant to that certain Loan, Security and Pledge Agreement among Maker, Payee, Professional Title and Abstract Company of Florida, Inc. and Default Servicing, Inc., dated as of the date of this Term 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.

1.CONTRACT RATE AND AMORTIZATION.

a.Contract Rate.  The term “Contract Rate” means an interest rate per annum equal to three percent (3.0%).  Interest shall be (i) calculated on the basis of the actual number of days elapsed over a year of 365 days and compounded annually and (ii) payable monthly, in arrears, commencing on February 1, 2010 and on the first day of each month thereafter (or if such day is not a business day, on the first business day immediately following such day) through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise.  Following the occurrence and during the continuance of an Event of Default, the outstanding principal amount under this Note shall accrue interest at the Default Rate (as hereafter defined).  For purposes hereof, the term “Default Rate” means an interest rate per annum equal to the lesser of (i) the Contract Rate plus ten percent (10.0%) or (ii) the highest lawful rate.  In no event shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law.

b.Principal Payments. Payments of the principal amount outstanding under this Note at any time (the “Principal Amount”) shall be made by the Maker on the 10th day of each consecutive calendar month in an amount equal to (i) DAL’s Net EBITDA (as defined in the Membership Interest Purchase Agreement) for the prior calendar month, starting with the month of February 2010, except as is restricted by the terms of the Senior Debt plus (ii) an amount equal to all cash DAL receives from Chardan’s exercise of the DAL Warrants (as defined in the Membership Interest Purchase Agreement); provided, however, if the amount of proceeds received by Maker from the exercise of DAL Warrants exceeds $1,000,000 in any month, Maker shall make a payment to Payee of such proceeds within 5 business days after the proceeds first exceed such amount and each time thereafter that the undistributed proceeds from the DAL Warrants exceed $1,000,000.

1

c.Optional Redemption.  The Maker may prepay this Note in full or in part at any time without penalty.  Any prepayment of principal of this Note shall be accompanied by the payment of all accrued and unpaid interest on the principal amount so prepaid.

d.Payments.  All payments to be made by the Maker to the Payee pursuant to this Note shall be in immediately available United States funds, without setoff or counterclaim.

2.DEFINED TERMS.  Whenever used, the singular number shall include the plural, the plural the singular, and the words “Payee” and “Maker” shall include, respectively, their respective heirs, executors, successors and assigns.  Capitalized terms not defined in this Note, shall have the meanings given to them in the Loan Agreement.

3.HEADINGS, ETC.  The headings and captions of the numbered paragraphs of this Note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

4.WAIVER.  The Maker waives presentment, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and consents to any or all delays, extensions of time, renewals, release of any party to any document related to this Note, and of any available security therefor, and any and all waivers or modifications that may be granted or consented to by the Payee with regard to the time of payment, and agrees that no such action, delay or failure to act on the part of the Payee shall be construed as a waiver by the Payee of, or otherwise affect, in whole or in part, its right to avail itself of any remedy with respect thereto.

5.ASSIGNABILITY.  This Note shall be binding upon the Maker and its heirs, executors, successors and assigns, and shall inure to the benefit of the Payee and its successors and assigns, and may be assigned by the Payee.  The Maker may not assign any of its obligations under this Note without the prior written consent of the Payee, any such purported assignment without such consent being null and void.

6.AMENDMENTS.  This Note may not be modified, amended or otherwise changed except by an agreement in writing signed by the Maker and the Payee.  No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Payee and, if so given by the Payee, shall only be effective in the specific instance in which given.

7.ADDITIONAL DOCUMENTS. Maker and Payee have also entered into the Loan Documents which, among other items, provide for security for this Note and other matters.  Reference is hereby made to the Loan Documents for additional terms relating to the transactions giving rise to this Note, the security or support given for this Note and the additional terms and conditions under which this Note matures or may be accelerated or prepaid.

8.GOVERNING LAW.  THIS NOTE SHALL BE DELIVERED AND ACCEPTED IN AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year first above written.

DAL Group, LLC

By:         FLATWORLD DAL LLC, its Member

       By:   Nagina Engineering Investment Corp., its Member

       By:           ____________________________

       Name:      Raj K. Gupta

       Title:        President

3

EX-4.18

Exhibit 4.18

LOAN, SECURITY AND PLEDGE AGREEMENT

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.”

R E C I T A L S:

A.In connection with the Master Acquisition Agreement, dated December 10, 2009 among Chardan 2008 China Acquisition Corp., a corporation organized under the laws of the British Virgin Islands (“Chardan”), Borrower, Lender, the Secured Parties, David J. Stern (“Stern”), FlatWorld DAL LLC, a limited liability company organized under the laws of the State of Delaware (“FlatWorld”), Fortuna Capital Partners LP, a limited partnership organized under the laws of the State of Delaware, Raj K. Gupta, Jeffrey A. Valenty, DJS Processing, LLC, a limited liability company organized under the laws of the State of Delaware (“DJS LLC”), Professional Title and Abstract Company of Florida, LLC, a limited liability company organized under the laws of the State of Delaware (“PTA LLC”), and Default Servicing, LLC, a limited liability company organized under the laws of Delaware (“DSI LLC”) (the “Acquisition Agreement”), Borrower has executed a promissory note in the principal amount of $52,469,000 (as amended or modified from time to time, including any and all renewals, extensions, modifications, replacements or agreement entered into in substitution thereof, the “Term Note”).  A copy of the Term Note is attached to this Agreement as Exhibit A.

B.           Pursuant to the terms of the Acquisition Agreement, the Borrower has also agreed to pay to DJS, PTA and DSI the Post-Closing Cash (as defined in the Acquisition Agreement).  To secure Borrower’s payment of the Obligations (as defined below), the Borrower has agreed to grant to DJS (as Lender and Secured Party), PTA and DSI a security interest in and to the Collateral (as defined below) including a pledge of its membership interest in each of DJS LLC, DSI LLC and PTA LLC (collectively, the “Operating Companies” and individually an “Operating Company”).

C.           As additional security for the Obligations, each Operating Company (each a “Guarantor”) has executed a Guaranty, dated as of the date of this Security Agreement, (the “Guaranty”) in favor of DJS, PTA and DSI.  Each Operating Company has also agreed to grant DJS, PTA and DSI a security interest in its assets pursuant to the applicable Operating Company Security Agreement executed contemporaneously with this Agreement (each an “Operating Company Security Agreement”).

D.           The Borrower, DJS, PTA and DSI are each parties to that certain Subordination Agreement in favor of the holder of Senior Debt, dated as of the same date of this Security Agreement.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the Parties agree as follows:

1

A G R E E M E N T S:

Section 1DEFINITIONS.

1.1Defined Terms.  For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

"Affiliate" of any person or entity shall mean (a) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with such person or entity or (b) any officer or director of such entity.  A person or entity shall be deemed to be "controlled by" any other person or entity if such person or entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such person or entity whether by contract, ownership of voting securities, membership interests or otherwise.

"Bankruptcy Code" shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

"Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which Lenders are authorized or required to be closed for the conduct of commercial banking business in Plantation, Florida.

"Capital Expenditures" shall mean all expenditures (including Capitalized Lease Obligations) which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Borrower and its Subsidiaries, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

"Capital Lease" shall mean a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by a lessee that is, or should be recorded as a "capital lease" on the financial statements of the lessee prepared in accordance with GAAP.

"Capital Securities" shall mean, with respect to any Person, all shares, participations, membership interests or other ownership interests of any kind (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

"Capitalized Lease Obligations" shall mean all rental obligations as lessee under a Capital Lease which are or will be required to be capitalized on the books of the lessee in accordance with GAAP.

“Cause” shall have the meaning set forth in the Stern Employment Agreement, dated as of the date of this Agreement, between Borrower, DJS LLC, Chardan and Stern.

"Change in Control" shall mean the occurrence of any of the following events: (a) Chardan shall cease to own and control, directly or indirectly, at least the percentage of the outstanding Capital Securities of the Borrower that it owns or controls on the date of this Agreement, as adjusted for this purpose to reflect the conversion of the Series B Preferred Units into Common Units when they actually convert; (b) the granting by Chardan, directly or indirectly, of a security interest in its ownership interest in the Borrower, which could result in a change in the identity of the individuals or entities in control of the Borrower; (c) a sale by the Borrower of its interest in a Guarantor or (d) a sale of all or substantially all of the assets of Borrower or a Guarantor.  For the purpose hereof, the terms "control" or "controlling" shall mean the possession of the power to direct, or cause the direction of, the management and policies of the Borrower by contract or voting of securities or ownership interests.

2

“Chardan Change in Control” shall mean (a) a merger involving Chardan if, following the merger, the shareholders of Chardan immediately prior to the merger do not own more than fifty percent (50%) of the total voting power of the surviving company; (b) a share exchange in which the shareholders of Chardan exchange their shares in Chardan for shares of another corporation, provided, that such share exchange shall result in the exchange of more than fifty percent (50%) of the total fair market value or total voting power of Chardan shares outstanding before such share exchange for shares of another corporation, if, following the share exchange, the shareholders of Chardan immediately prior to the share exchange do not own more than fifty percent (50%) of the total voting power of such other corporation following the share exchange; (c) a sale of all or substantially all of the assets of Chardan, except to an Affiliate and/or except if, following the sale, the shareholders of Chardan immediately prior to the sale own more than fifty percent (50%) of the voting power, directly or indirectly, of the acquiring company;  (d) any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than David J. Stern or any Affiliate of David J. Stern or any employee benefit plan or employee benefit trust benefiting the employees of any Obligor) becoming a beneficial owner, directly or indirectly, of securities of Chardan representing more than fifty percent (50%) of either the total fair market value of Chardan’s securities, or the combined voting power of Chardan’s then outstanding voting securities; (e) a merger or share exchange involving the Borrower and/or any Guarantor, if (i) following the transaction, the Borrower and/or all of the Guarantors are no longer Affiliates of Chardan and (ii) following the transaction, the shareholders of Chardan immediately prior to the merger or share exchange do not own more than fifty percent (50%) of the total voting power, directly or indirectly, of the surviving or acquiring company; or (f) the Borrower and/or any Guarantor is no longer an Affiliate of Chardan.

"Collateral" shall have the meaning set forth in Section 3.1 hereof.

"Collateral Access Agreement" shall mean an agreement in form and substance reasonably satisfactory to the Lender and each Secured Party pursuant to which a mortgagee or lessor of real property on which any collateral for the Term Note Obligations or Post-Closing Cash Obligations is stored or otherwise located, or a processor or other bailee holding property owned by the Borrower or any of its Subsidiaries, acknowledges the security interests of the Lender and each Secured Party and waives any liens held by such person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Lender and the Secured Parties reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

“Common Units” has the meaning set forth in the Operating Agreement.

“EBITDA" shall mean earnings before interest, taxes, depreciation and amortization, as reflected on the Borrower’s and its Subsidiaries’ financial statements determined in accordance with GAAP.

"Employee Plan" shall mean any pension, stock bonus, employee stock ownership plan, retirement, profit sharing, deferred compensation, stock option, bonus or other incentive plan, whether qualified or nonqualified, or any disability, medical, dental or other health plan, life insurance or other death benefit plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation, those pension, profit-sharing and retirement plans of the Borrower or its Subsidiaries described from time to time in the financial statements of the Borrower or its Subsidiaries and any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan, maintained or administered by the Borrower or its Subsidiaries or to which the Borrower or its Subsidiaries is a party or may have any material liability or by which the Borrower or any of its Subsidiaries is bound.

3

"Environmental Laws" shall mean all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" shall mean any of the events or conditions which are set forth in Section 8 hereof.

"GAAP" shall mean United States generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

"Guarantor" and "Guarantors" shall mean, respectively, each of and collectively, the following: DJS Processing, LLC, Default Servicing, LLC and Professional Title and Abstract Company of Florida, LLC.

"Guaranty" shall have the meaning given to it in the Recitals.

"Hazardous Substances" shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of "hazardous substances", "hazardous waste", "hazardous materials", "extremely hazardous substances", "restricted hazardous waste", "toxic substances", "toxic pollutants", "contaminants", "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

"Intellectual Property" shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, service marks and trademarks, and all registrations and applications for registration therefor and all licensees thereof, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

4

"Interest Charges" shall mean, for any period, the sum of: (a) all interest, charges and related expenses payable with respect to that fiscal period to a lender in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP, plus (b) the portion of Capitalized Lease Obligations with respect to that fiscal period that should be treated as interest in accordance with GAAP.

"Liabilities" shall mean at all times all liabilities of the Borrower and its Subsidiaries that would be shown as such on a balance sheet of the Borrower or its Subsidiaries prepared in accordance with GAAP.

"Loan Documents" shall mean the Term Note, the Operating Company Security Agreements, this Agreement (but only the provisions that relate to the Term Note Obligations) and each Guaranty, as each may be amended, restated, supplemented or modified from time to time.

"Material Adverse Effect" shall mean (a) a material adverse change in, or a material adverse effect upon, the assets, business, properties, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Obligor to perform any of the Obligations under any of the Loan Documents or Post-Closing Cash Documents, or (c) a material adverse effect on (i) any substantial portion of any collateral for the Term Note Obligations or Post-Closing Cash Obligations, (ii) the legality, validity, binding effect or enforceability against the Borrower or any Obligor of any of the Loan Documents, or the Post-Closing Cash Documents (iii) the perfection or priority of any lien or security interest granted to DJS, PTA or DSI under any Loan Document, or (iv) the rights or remedies of DJS, PTA or DSI under any Loan Document.

"Maturity Date" shall mean the Maturity Date stated in the Term Note, as such date may be extended by the Lender pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Lender in its sole and absolute discretion in substitution for the Term Note.

“Membership Interest Purchase Agreement” shall mean that certain Contribution and Membership Interest Purchase Agreement dated January 15, 2010 by and among Chardan, Borrower, Lender, David J. Stern, PTA, DSI, FlatWorld DAL LLC, a limited liability company organized under the laws of the State of Delaware, Fortuna Capital Partners LP, a limited partnership organized under the laws of the State of Delaware, Raj K. Gupta, Jeffrey A. Valenty, DJS LLC, PTA LLC, and DSI LLC.

“Net EBITDA” has the meaning set forth in the Membership Interest Purchase Agreement.

"Obligations" shall mean, collectively, the Term Note Obligations and the Post-Closing Cash Obligations.

"Obligor" shall mean the Borrower, any Guarantor, accommodation endorser, third party pledgor, or any other party liable with respect to the Obligations.

“Operating Agreement” shall mean the Amended and Restated Operating Agreement of DAL Group, LLC, dated as of the date of this Agreement.

“Operating Company Operating Agreement” shall mean, collectively, the Limited Liability Company Agreement of DJS Processing, LLC, dated January 14, 2010, the Limited Liability Company Agreement of Professional Title and Abstract Company of Florida, LLC, dated January 14, 2010, and the Limited Liability Company Agreement of Default Servicing, LLC, dated January 14, 2010, as each may be amended from time to time.

5

“Operating Company Security Agreement” shall have the meaning given to it in the Recitals.

"Organizational Identification Number" shall mean, with respect to Borrower, the organizational identification number assigned to Debtor by the applicable governmental unit or agency of the jurisdiction of organization of the Borrower.

"Permitted Liens" shall mean (a) liens for taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no lien has been filed; (b) liens arising in the ordinary course of business (such as (i) liens of carriers, warehousemen, mechanics and materialmen and other similar liens imposed by law, and (ii) liens in the form of deposits or pledges incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services, which do not in the aggregate materially detract from the value of the property or assets of the Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the Borrower's business or any of its Subsidiaries’ businesses and, in each case, for which it maintains adequate reserves in accordance with GAAP and in respect of which no lien has been filed; (c) attachments, appeal bonds, judgments and other similar liens to the extent such liens have not yet resulted in an Event of Default under Section 8.9 hereof; (d) easements, rights of way, restrictions, minor defects or irregularities in title and other similar liens not interfering in any material respect with the ordinary conduct of the business of Borrower or any Guarantor; (e) liens arising in connection with Capitalized Lease Obligations (and attaching only to the property being leased); (f) liens granted to the Lender, the Secured Parties and the Secured Party Representative hereunder and under the Loan Documents; (g) liens listed on Schedule 6.2, (h) bankers’ liens, rights of set off or similar rights for financial institutions in any deposit accounts; (i) any interest or title of a lessor under any operating lease entered into in the ordinary course of business and covering only the assets so leased, (j) any interest of title of a licensor, sublicensor, lessor or sublessor, lessee or sublessee, in each case under any license or lease agreement in the ordinary course of business, and liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing a lessor’s interest under leases, (k) liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and (l) any renewal or extension of any lien permitted above, so long as such renewal or extension does not extend the lien to any additional property or secure a greater obligation, other than after-acquired title in such property and the proceeds thereof.

“Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

"Pledged Membership Interests" shall mean Borrower's entire membership in each of DJS LLC, PTA LLC and DSI LLC.

“Post-Closing Cash Documents” shall mean the Membership Interest Purchase Agreement, this Agreement, each Guaranty and each Operating Company Security Agreement, as each may be amended, restated, supplemented or modified from time to time, but only the provisions of each such document that relates to the Post-Closing Cash Obligations.

6

“Post-Closing Cash Obligations” shall means the obligation to pay the Post-Closing Cash (as defined in the Acquisition Agreement), and all interest accrued thereon, as accrued and payable as set forth in the Membership Interest Purchase Agreement, any fees due any Secured Party hereunder, any reasonable expenses incurred by any Secured Party hereunder and any and all other liabilities and obligations of the Borrower to any Secured Party whether under this Agreement or under any other Post-Closing Cash Document.

“Secured Party Representative” has the meaning set forth in Section 10.14.

“Senior Debt” means the term loan granted by the lenders party to that certain Senior Loan, Security and Pledge Agreement to Borrower on the date of this Security Agreement, in the principal amount of $15,588,735.79.

“Series B Preferred Units” has the meaning set forth in the Operating Agreement.

“Stern NDA” means that certain Stern Confidentiality and Noncompetition Agreement, dated as of the date of this Agreement, among Chardan, Borrower and the Guarantors.

"Subordinated Debt" shall mean that portion of the Liabilities of the Borrower and each Subsidiary which is subordinated to the Obligations in a manner reasonably satisfactory to DJS, PTA and DSI, including right and time of payment of principal and interest.

"Subsidiary" and "Subsidiaries" shall mean each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships, joint ventures or other entities of which or in which the Borrower owns, directly or indirectly, such number of outstanding Capital Securities as have more than fifty percent (50.00%) of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.

“Term Note” shall have the meaning set forth in the Recitals.

“Term Note Obligations” shall mean the obligations under the Term Note, all interest accrued thereon (including interest which would be payable post-petition in connection with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder), any fees due the Lender hereunder, any reasonable expenses incurred by the Lender hereunder and any and all other liabilities and obligations of the Borrower to the Lender whether under this Agreement or under any other Loan Document.

"UCC" shall mean the Uniform Commercial Code in effect in the State of Florida from time to time.

"Unmatured Event of Default" shall mean any event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

“Voidable Transfer” shall have the meaning set forth in Section 10.3 hereof.

1.2Accounting Terms.  Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP.  Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to DJS, PTA or DSI pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with sound accounting practices and GAAP as used in the preparation of the financial statements of the Borrower and its Subsidiaries on the date of this Agreement.  

7

If any changes in accounting principles or practices from those used in the preparation of the Borrower’s, the Subsidiaries’ or any Guarantor’s financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to DJS, PTA or DSI hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the Parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of the Borrower, the Subsidiaries and the Guarantors will be the same after such changes as they were before such changes; and if the Parties fail to agree on the amendment of such provisions, the Borrower, each Subsidiary and the Guarantors will furnish financial statements in accordance with such changes for all financial covenants, shall perform all financial covenants and shall otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by the Borrower’s, the Subsidiaries’ and Guarantors’ accountants.

1.3Other Terms Defined in UCC.  All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

1.4Other Interpretive Provisions.

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.  Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

(b)Section and Schedule references are to this Agreement unless otherwise specified.  The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement

(c)The term "including" is not limiting, and means "including, without limitation".

(d)In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including."

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents and Post-Closing Cash Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document or Post-Closing Cash Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)To the extent any of the provisions of the other Loan Documents or Post-Closing Cash Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

8

(g)This Agreement, the other Loan Documents and the Post-Closing Cash Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

Section 2TERM NOTE AND OBLIGATIONS.

2.1Term Note. Subject to the terms and conditions of this Agreement, the other Loan Documents and the Master Agreement, and in reliance upon the representations and warranties of the Borrower set forth herein, in the other Loan Documents and in the Master Agreement, on the date of this Agreement, Borrower has issued to Lender, and Lender has accepted from Borrower, the Term Note. The principal amount of the Term Note outstanding from time to time shall bear interest at the rate set forth in the Term Note and shall be repaid as provided in the Term Note.  Repayment of the Term Note is due in full on the Maturity Date, unless the Term Note Obligations are otherwise accelerated, terminated or extended as provided in this Agreement.

2.2Interest and Fee Computation; Collection of Funds.  If any payment to be made by the Borrower pursuant to this Agreement or the Term Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.  All payments made by the Borrower under any of the Loan Documents or the Post-Closing Cash Documents shall be made without setoff, counterclaim, or other defense.  Late fees and interest on the Post-Closing Cash Obligations shall accrue and be paid in accordance with the Membership Interest Purchase Agreement.

2.3Obligations.  The Term Note Obligations shall constitute one general obligation of the Borrower, and shall be secured by Lender’s security interest in and lien upon any Collateral and by all other security interests, liens, claims and encumbrances heretofore, now or at any time or times hereafter granted by the Borrower and/or any Subsidiary to Lender. The Post-Closing Cash Obligations shall constitute one general obligation of the Borrower, and shall be secured by Secured Parties’ security interest in and lien upon any Collateral and by all other security interests, liens, claims and encumbrances heretofore, now or at any time or times hereafter granted by the Borrower and/or any Subsidiary to the Secured Parties.

Section 3SECURITY FOR THE OBLIGATIONS.

3.1Security for Obligations.  As security for the payment and performance of  (x) the Term Note Obligations, the Borrower does hereby pledge, assign, transfer, deliver and grant to the Lender and (y) the Post-Closing Cash Obligations, the Borrower does hereby assign, transfer, deliver and grant to the Secured Parties, a continuing and unconditional security interest in and to any and all personal property of the Borrower, of any kind or description, tangible or intangible, wherever located and whether now existing or hereafter arising, created or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a)all property of, or for the account of, the Borrower now or hereafter coming into the possession, control or custody of, or in transit to, the Lender, a Secured Party or any agent or bailee for the Lender or a Secured Party or any parent, affiliate or subsidiary of the Lender or a Secured Party or any participant with the Lender or a Secured Party (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

9

(b)the additional property of the Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Borrower's books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Borrower's right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

(i)All Accounts, including but not limited to billed and unbilled accounts receivable, and all Goods whose sale, lease or other disposition by the Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Borrower, or rejected or refused by an account borrower;

(ii)All Inventory, including raw materials, work-in-process and finished goods;

(iii)All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;

(iv)All Software and computer programs;

(v)All Securities, investment property, Financial Assets and Deposit Accounts;

(vi)All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles;

(vii)ThePledged Membership Interests; and

(viii)All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

3.2Pledged Membership Interests. In the event that a reclassification, split, reverse split, dividend, readjustment, or other change is made in the capital structure of any of the Operating Companies (a) any additional or substituted shares issued on behalf of the Pledged Membership Interests shall be subject to the pledge contained in this Agreement and (b) if such change reduces the number of the membership interests of any Operating Company, then the number of Pledged Membership Interests shall be reduced in proportion to such reduction.

3.3Possession and Transfer of Collateral.

(a)Until an Event of Default has occurred hereunder, the Borrower shall be entitled to (i) possession or use of the Collateral (other than Instruments or Documents including Tangible Chattel Paper and Investment Property consisting of certificated securities and other Collateral required to be delivered to the Lender or Secured Party Representative pursuant to this Section 3) and (ii) shall be entitled to receive for its own use cash dividends on the Pledged Membership Interests paid out of earned surplus, to the extent that such cash dividends are permitted to be paid under the terms of the Loan Documents or the Post-Closing Cash Documents. If a dividend is paid that is not permitted to be paid under the terms of the Loan Documents or Post-Closing Cash Documents, Borrower shall hold such dividend in trust for DJS, PTA and DSI, and shall immediately deliver such dividend to the Secured Party Representative to be held on behalf of Lender and Secured Parties as additional collateral hereunder.  

10

Upon the occurrence and during the continuance of an Event of Default, DJS, PTA or DSI may require any such subsequent cash dividends to be delivered to DJS, PTA or DSI as additional security hereunder.  Any other dividends or proceeds of the Pledged Membership Interests must be immediately delivered to the Secured Party Representative on behalf of the Lender and the Secured Parties as additional security hereunder.

(b)The cancellation or surrender of the Term Note, upon payment or otherwise, shall not affect the right of the Lender to retain Collateral, with respect to any other of the Term Note Obligations and the Secured Parties to retain Collateral with respect to the Post-Closing Cash Obligations until all Obligations are indefeasibly paid in full. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral except in the ordinary course of business.

3.4Perfection of Security Interest.  Borrower hereby irrevocably authorizes the Lender and Secured Party Representative on behalf of the Secured Parties to file financing statement(s) describing the Collateral in all public offices reasonably deemed necessary by the Lender or any Secured Party, and to take any and all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that the Lender or a Secured Party may reasonably determine to be necessary to perfect and maintain the Lender's or a Secured Party’s security interests in the Collateral.  Borrower shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where the Lender or a Secured Party chooses to perfect its security interest by possession, whether or not in addition to the filing of a financing statement.  Where Collateral is in the possession of a third party, Borrower will join with the Lender and the Secured Party Representative in notifying the third party of the Lender’s and the Secured Parties’ security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Lender and the Secured Parties.  Borrower will cooperate with the Lender and the Secured Party Representative in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.  Borrower will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Lender and the Secured Party Representative indicating that the Lender and each Secured Party has a security interest in the Chattel Paper.  Borrower shall pay the cost of filing or recording all financing statement(s) and other documents.  Borrower agrees to promptly execute and deliver to the Lender and the Secured Party Representative all financing statements, continuation financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that the Lender or any Secured Party may reasonably request in form reasonably satisfactory to the Lender and the Secured Party Representative to perfect and maintain the Lender's and the Secured Parties’ security interests in the Collateral.  The Borrower further agrees to indemnify and hold the Lender and each Secured Party and the Secured Party Representative harmless against claims of any person or entity not a party to this Agreement concerning disputes arising over the Collateral, except to the extent such claim is the result of the action, failure to act, negligence and/or misconduct of the Lender, the Secured Party Representative, any other Secured Party and/or any Affiliate of any of the foregoing..

3.5Preservation of the Collateral.  The Lender and Secured Party Representative may, but neither is not required, to take such actions from time to time as the Lender or the Secured Party Representative deems reasonably appropriate to maintain or protect the Collateral.  The Lender and the Secured Party Representative shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender or Secured Party Representative takes such action as the Borrower shall reasonably request in writing which is not inconsistent with the Lender's or any Secured Party’s status as a secured party, but the failure of the Lender or the Secured Party Representative to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender's or Secured Party Representative’s responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender or any Secured Party accords its own property, and (b) not extend to matters beyond the control of the Lender or Secured Party Representative, including acts of God, war, insurrection, riot or governmental actions.  

11

In addition, any failure of the Lender or Secured Party Representative to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Borrower, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.  The Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrower, the Lender and each Secured Party in the Collateral against prior or third parties.  Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrower represents to, and covenants with, the Lender and each Secured Party that the Borrower has made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrower agrees that neither Lender, any Secured Party nor the Secured Party Representative shall have any responsibility or liability for informing the Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

3.6Collateral in the Possession of a Warehouseman or Bailee.  If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Borrower shall promptly notify the Lender  and the Secured Party Representative thereof, and shall use commercially reasonable efforts to promptly obtain a Collateral Access Agreement.  Neither the Lender nor any Secured Party shall give any instructions to such warehouseman or bailee pursuant to such Collateral Access Agreement unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Borrower with respect to the warehouseman or bailee.

3.7Commercial Tort Claims.  If the Borrower shall at any time hold or acquire a Commercial Tort Claim, the Borrower shall promptly, upon knowledge thereof, notify the Lender and the Secured Party Representative in writing signed by the Borrower of the details thereof and at the request of the Lender or any Secured Party grant to the Lender and to each Secured Party, for its own benefit and as agent for its Affiliates, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, in each case in form and substance reasonably satisfactory to the Lender and the Secured Party Representative, and shall execute any amendments hereto deemed reasonably necessary by the Lender and any Secured Party to perfect the security interest of the Lender in such Commercial Tort Claim.

3.8Electronic Chattel Paper and Transferable Records.  If the Borrower at any time holds or acquires an interest in any electronic chattel paper or any "transferable record", as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Borrower shall promptly notify the Lender and the Secured Party Representative thereof and, at the request of the Lender or any Secured Party, shall take such action as the Lender or the Secured Party Representative may reasonably request to vest in the Lender or the Secured Parties, control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Lender or the Secured Party Representative, as the case may be, will arrange, pursuant to procedures reasonably satisfactory to the Lender and each Secured Party, as applicable, and so long as such procedures will not result in the Lender's or any Secured Party’s loss of control, for the Borrower to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

12

Section 4REPRESENTATIONS AND WARRANTIES.

To induce the Lender to accept the Term Note, and to induce the Secured Parties’ to accept the Post-Closing Cash (as defined in the Acquisition Agreement), the Borrower makes the following representations and warranties to DJS, PTA and DSI, each of which shall survive the execution and delivery of this Agreement:

4.1Borrower Organization and Name.  The Borrower and each Subsidiary, if any, is duly organized, existing and in good standing, with full and adequate power to carry on and conduct its business as presently conducted.  The Borrower and each Subsidiary, if any, is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing.  The exact legal name of the Borrower is as set forth in the first paragraph of this Agreement.  The Borrower's Organizational Identification Number is 4320638.

4.2Authorization.  The Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents and Post-Closing Cash Documents as provided herein and to perform all of its duties and obligations under this Agreement and the other Loan Documents and Post-Closing Cash Documents.  The execution and delivery of this Agreement, the other Loan Documents and Post-Closing Cash Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Borrower’s organizational documents, nor require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other party (other than any consent or approval which has been obtained and is in full force and effect).  All necessary and appropriate action has been taken on the part of the Borrower to authorize the execution and delivery of this Agreement and the other Loan Documents and Post-Closing Cash Documents.

4.3Validity and Binding Nature.  This Agreement and the other Loan Documents and Post-Closing Cash Documents are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

4.4Security Interest.  This Agreement creates a valid security interest in favor of each of DJS, PTA and DSI in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by the Lender or a Secured Party or delivery of such Collateral to the Lender or a Secured Party, shall constitute a valid, perfected security interest in such Collateral. None of the Collateral is subject to any security interest other than as contemplated by this Agreement or in favor of the holders of the Senior Debt.

4.5Pledged Membership Interests. Borrower is the sole and lawful owner of the Pledged Membership Interests and has the right and authority to subject the same to the security interest of the Lender and the Secured Parties under this Agreement.  None of the Pledged Membership Interests is subject to any Lien (other than pursuant to this Agreement and subject to a lien in favor of the holder of the Senior Debt).  This Agreement creates in favor of each of DJS, PTA and DSI a valid security interest in the Pledged Membership Interests.  All of the Pledged Membership Interests have been duly and validly issued and are fully paid and nonassessable.

13

4.6Lending Relationship.  The relationship hereby created between the Borrower, the Lender and each Secured Party is and has been conducted on an open and arm's length basis in which no fiduciary relationship exists and that the Borrower has not relied and is not relying on any such fiduciary relationship in executing this Agreement and in consummating this Agreement.  The Lender represents that it will receive a promissory note payable to its order as evidence of the Term Note Obligations.

4.7Business Loan.  The obligations evidenced by the term note, including interest rate, fees and charges as contemplated hereby, (a) are an exempted transaction under the Truth In Lending Act, 15 U.S.C. 1601 et seq., as amended from time to time, and (b) do not, and when disbursed shall not, violate the provisions of the Florida usury laws, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, the Borrower or any property securing the Obligations.

4.8Place of Business.  The principal place of business and books and records of the Borrower is set forth in the preamble to this Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth in schedules furnished to DJS, PTA or DSI.  The Borrower shall promptly notify the Lender and the Secured Party Representative of any change in such location(s).  The Borrower will not remove or permit the Collateral to be removed from such location(s) without the prior written consent of the Lender and Secured Party Representative, except for Inventory sold in the usual and ordinary course of the Borrower's business.

Section 5AFFIRMATIVE COVENANTS.

5.1BorrowerExistence.  The Borrower shall, and shall cause each Subsidiary to, at all times preserve and maintain its (a) existence and good standing in the jurisdiction of its organization, and (b) qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect), and shall at all times continue as a going concern in the same business or substantially similar business to the business which the Borrower or the Subsidiary, as applicable, is presently conducting.

5.2Compliance With Laws.  The Borrower shall comply, and cause each Subsidiary to comply, in all respects, including the conduct of its business and operations and the use of its properties and assets, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect.

5.3Payment of Taxes and Liabilities.  The Borrower shall pay, and cause each Subsidiary to pay, and discharge, before penalties accrue thereon, all property taxes and other taxes, and all governmental charges or levies against it, as well as claims of any kind which, if unpaid, could become a lien on any of its property; provided that the foregoing shall not require the Borrower or any Subsidiary to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP.

5.4Maintain Property.  The Borrower shall, and shall cause each Subsidiary to, at all times maintain, preserve and keep its properties and equipment, including any Collateral, in good repair, working order and condition, normal wear and tear and casualty and condemnation events excepted, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained in all material respects.  The Borrower shall, and shall each of Subsidiary to, permit the Lender and any Secured Party to examine and inspect such plant, properties and equipment at all reasonable times.

14

5.5Maintain Insurance.  The Borrower shall, and shall cause each Subsidiary to, at all times maintain, with insurance companies reasonably acceptable to the Lender and each Secured Party, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, including employers', public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are reasonably acceptable to the Lender and the Secured Parties.  The Borrower shall, and shall cause each Subsidiary to, furnish to the Lender and Secured Party Representative a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Borrower and the Subsidiary, as applicable, which shall be reasonably acceptable in all respects to the Lender and each Secured Party. The Borrower shall, and shall cause each Subsidiary to, cause each issuer of an insurance policy to provide the Lender and each Secured Party with an endorsement (a) showing the Lender and each Secured Party as lender's loss payee with respect to each policy of property or casualty insurance; and (b) providing that thirty (30) days notice will be given to the Lender and Secured Party Representative prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy. In the event the Borrower or a Subsidiary either fails to provide the Lender and Secured Party Representative with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then the Lender or any Secured Party, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto, which the Lender and each Secured Party deems advisable.  This insurance coverage (i) may, but need not, protect the Borrower’s or a Subsidiary’s interests in such property, and (ii) may not pay any claim made by, or against, the Borrower or a Subsidiary in connection with such property.  The Borrower  or a Subsidiary, as the case may be, may later cancel any such insurance purchased by the Lender or any Secured Party, but only after providing the Lender and Secured Party Representative with evidence that the Borrower and each Subsidiary has obtained the insurance coverage required by this Section.  If the Lender or any Secured Party purchases such insurance, the Borrower will be responsible for the reasonable costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.  The reasonable costs of the insurance may be added to the principal amount of the Term Note or the Post-Closing Cash (as defined in the Acquisition Agreement), as the case may be.  The costs of the insurance may be more than the cost of the insurance the Borrower or any Subsidiary may be able to obtain on its own.

5.6Pledged Membership Interests. At any time and from time to time after the occurrence of an Event of Default (as hereinafter defined) or a default under any of the Obligations which is continuing uncured and unwaived, the Borrower shall, upon request of any of DJS, PTA or DSI, execute and deliver to the requesting party any proxies, stock powers or assignments with respect to the Pledged Membership Interests or endorse any instruments or chattel paper with respect to Pledged Membership Interests as so requested in order to enforce its rights under Section 9.4(g).

15

5.7ERISA Liabilities; Employee Plans.  The Borrower shall, and shall cause each Subsidiary to: (a) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Borrower or the Subsidiaries; (b) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA; including the minimum funding standards of ERISA; (c) comply with all material requirements of ERISA which relate to such Employee Plans; (d) notify the Lender and the Secured Party Representative immediately upon receipt by the Borrower or any Subsidiary of any notice concerning the imposition of any withdrawal liability or of the institution of any proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (e) promptly advise the Lender and the Secured Party Representative of the occurrence of any "Reportable Event" or "Prohibited Transaction" (as such terms are defined in ERISA), with respect to any such Employee Plans; and (f) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

5.8Intellectual Property.  The Borrower shall and shall cause each Subsidiary to maintain, preserve and renew, and shall cause the Subsidiaries to maintain, preserve and renew, all Intellectual Property necessary for the conduct of its business as and where the same is currently located as heretofore or as hereafter conducted by it.

5.9Notice of Proceedings.  The Borrower, promptly upon becoming aware, shall give written notice to the Lender and the Secured Party Representative of any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Lender or any Secured Party which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or any of its Subsidiaries or any Guarantor or to which any of its respective properties is subject which might reasonably be expected to have a Material Adverse Effect.

5.10Notice of Event of Default or Material Adverse Effect.  The Borrower shall, prompty after the commencement thereof, give notice to the Lender and the Secured Party Representative in writing of the occurrence of any Event of Default or any Unmatured Event of Default, or the occurrence of any condition or event having a Material Adverse Effect on the Borrower, any Subsidiary or any Guarantor, not previously disclosed by the Borrower to the Lender.

5.11Environmental Matters.  The Borrower will, and will cause the Subsidiaries to, comply in all material respects with all Environmental Laws and will obtain all licenses, permits, certificates, approvals and similar authorizations thereunder. The Borrower shall immediately notify the Lender and the Secured Party Representative upon becoming aware of any such investigation, proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt and appropriate actions to respond thereto, with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by the Borrower or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material or any other environmental, health or safety matter, which affects the Borrower or its business, operations or assets or any properties at which the Borrower has transported, stored or disposed of any Hazardous Substances.  The Borrower agrees to allow the Lender, any Secured Party or any of their agents access to the properties of the Borrower and any Subsidiaries during normal business hours to confirm compliance with all Environmental Laws, and the Borrower shall, following reasonable determination by the Lender and each Secured Party that there is non-compliance, or any condition which requires any action by or on behalf of the Borrower in order to avoid any non-compliance, with any Environmental Law, at the Borrower's sole expense, cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the relevant site as are appropriate, and prepare and deliver a report setting forth the result of such tests, a proposed plan for remediation and an estimate of the costs thereof.

16

5.12Further Assurances.  The Borrower shall take, and cause any Subsidiary to take, such actions as are necessary or as the Lender or any Secured Party may reasonably request from time to time to ensure that the Obligations under the Loan Documents or the Post-Closing Cash Documents, as the case may be, are secured by substantially all of the assets of the Borrower and its Subsidiaries, in each case, as the Lender or any Secured Party may determine, including (a) the execution and delivery of security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing, and (b) the delivery of certificated securities and other collateral with respect to which perfection is obtained by possession to the Secured Party Representative on behalf of the Lender and Secured Parties.

5.13Books and Records. The Lender and each Secured Party shall have the right at all times during business hours to inspect the books and records of the Borrower, the Subsidiaries and any Guarantor and make extracts therefrom.  The Borrower shall permit the Lender and each Secured Party to inspect the tangible assets and/or other business operation of the Borrower and each Subsidiary.

5.14Reporting Requirements.  The Borrower shall at all times maintain and cause each Subsidiary to maintain a standard and modern system of accounting, on the accrual basis of accounting and in all respects in accordance with GAAP, and shall furnish to the Lender and each Secured Party or any of their authorized representatives such information regarding the business affairs, operations and financial condition of the Borrower or any Subsidiary as the Lender or any Secured Party shall reasonably require, including:

(a)CPA Financial Statements. Promptly when available, and in any event, within 90 days after the close of each fiscal year, a copy of the audited financial statements of the Borrower and any Subsidiaries for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as the Lender or any Secured Party may reasonably request, in reasonable detail, prepared and certified without adverse reference to going concern value and without qualification by an independent certified public account of recognized standing, selected by the Borrower and reasonably acceptable to the Lender and each Secured Party.

(b)Management Financial Statements. Promptly when available, and in any event, within the earlier of (i) 45 days after the close of each fiscal quarter or (ii) such date that Chardan is required to file such financial statements with the Securities and Exchange Commission, a copy of the financial statements of the Borrower and any Subsidiaries for such fiscal quarter, including consolidated  balance sheet, statement of income and retained earnings, statement of cash flows for the quarter then ended and such other information (including nonfinancial information) as the Lender or any Secured Party may reasonably request, in reasonable detail, prepared and certified as accurate by the Borrower's treasurer or chief financial officer or the relevant Subsidiary’s treasurer or chief financial officer, as applicable.

(c)Monthly Financial Statements. Promptly when available, and in any event, within 30 days after the end of the relevant month, a copy of the financial statements of the Borrower and any Subsidiaries for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as the Lender or any Secured Party may request, in reasonable detail, prepared and certified as accurate by the Borrower's treasurer or chief financial officer or the relevant Subsidiary’s treasure or chief financial officer, as applicable.

(d)Borrower Tax Returns. Within ten (10) days after the filing due date (as such date may be extended in accordance with properly granted extensions) each year, a signed copy of the complete income tax returns filed with the Internal Revenue Service by the Borrower and any Subsidiaries.

17

(e)Guarantor Financial Reporting.  Such information regarding the business affairs, operations and financial condition of the Guarantors as the Lender or any Secured Party may reasonably require, including:

(i)CPA Financial Statements. Promptly when available, and in any event, within 90 days after the close of each fiscal year, a copy of the audited financial statements of the Guarantors for such fiscal period, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as the Lender or any Secured Party may reasonably request, in reasonable detail, prepared and certified without adverse reference to going concern value and without qualification by an independent certified public account of recognized standing, selected by the Borrower and reasonably acceptable to the Lender and each Secured Party.

(ii)Management Financial Statements. Promptly when available, and in any event, within the earlier of 45 days after the close of each fiscal quarter or date that Borrower files its financial statements with the United States Securities and Exchange Commission a copy of the financial statements of the Guarantors for such fiscal period, including consolidated balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal period then ended and such other information (including nonfinancial information) as the Lender or any Secured Party may reasonably request, in reasonable detail, prepared and certified as accurate by each Guarantors' treasurer or chief financial officer.

(iii)Guarantor Tax Returns. Within ten (10) days after the filing due date (as such date may be extended in accordance with properly granted extensions) each year, a signed copy of the complete income tax returns filed with the Internal Revenue Service by the Guarantors.

(f)Supplemental Financial Statements.  Immediately upon receipt thereof, copies of interim and supplemental reports if any, submitted to the Borrower by independent accountants in connection with any interim audit or review of the books of the Borrower or any Subsidiary.

(g)Covenant Compliance Certificates.  Contemporaneously with the furnishing of the financial statements pursuant to this Section, a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower and each Subsidiary, stating that neither the Borrower nor any Subsidiary has become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

5.15Collateral Records.  The Borrower shall, and shall cause each Subsidiary to, keep full and accurate books and records relating to the Collateral.  The Borrower shall make appropriate entries on its books and records disclosing the security interests of the Lender and each Secured Party, for its own benefit and as agent for its Affiliates, in the Collateral.

5.16Other Reports.  Within such period of time as the Lender or any Secured Party may specify, the Borrower shall, and shall cause each Subsidiary to, deliver to the Lender or the requesting Secured Party such other schedules and reports as the Lender or any Secured Party may reasonably request.

18

Section 6NEGATIVE COVENANTS.

6.1Liabilities.  The Borrower and its Subsidiaries shall not, either directly or indirectly, create, assume, incur or have outstanding any Liabilities (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of another, except:

(a)the Senior Debt;

(b)the Obligations under this Agreement and the other Loan Documents and the Post-Closing Cash Documents;

(c)obligations of the Borrower or any Subsidiary for taxes, assessments, municipal or other governmental charges;

(d)obligations of the Borrower or any Subsidiary for accounts payable, other than for money borrowed, incurred in the ordinary course of business;

(e)indebtedness owed by or to the Borrower to or from any Guarantor;

(f)Subordinated Debt;

(g)Capitalized Lease Obligations;

(h)indebtedness for Capital Expenditures incurred after the date of this Agreement;

(i)indebtedness constituting the financing of insurance premiums arising in the ordinary course of business; and

(j)those Liabilities set forth on Schedule 6.1

6.2Encumbrances.  The Borrower shall not, and shall cause each of its Subsidiaries not to, either directly or indirectly, create, assume, incur or suffer or permit to exist any lien, security interest or charge of any kind or character upon any asset of the Borrower or any Subsidiary, whether owned at the date hereof or hereafter acquired, except for Permitted Liens and liens in favor of Bank of America, N.A. to secure Borrower’s obligations under the Senior Debt.

6.3Transfer; Merger; Sales.  Neither Borrower nor any of its Subsidiaries shall, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or Capital Securities of any class of, or any partnership or joint venture interest in, any other entity, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Subsidiary into the Borrower or into any other domestic Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Subsidiary of the assets or equity interests of any Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables, except as may be required under the Senior Debt.

6.4Issuance of Capital Securities.  The Borrower and its Subsidiaries shall not issue any Capital Securities other than any issuance of Common Units pursuant to any employee or director option program, benefit plan or compensation program.

19

6.5Distributions.  The Borrower shall not and cause each Subsidiary not to, (a) make any distribution, other than tax distributions under Section 5.4 of the Operating Agreement and distributions to Chardan to pay expenses as set forth in  Section 5.8 of the Operating Agreement, whether in cash or otherwise, to any of its equityholders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, except for the fees to be paid by Borrower to each of FlatWorld and Chardan Capital LLC pursuant to the management consulting agreements between Borrower and FlatWorld and Borrower and Chardan Capital LLC executed on the date of this Agreement, or (d) set aside funds for any of the foregoing.  Notwithstanding the foregoing, any Subsidiary may pay distributions or make other distributions to the Borrower.

6.6Transactions with Affiliates.  The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, enter into or permit to exist any transaction with any of its Affiliates or with any director, officer or employee of the Borrower or any Subsidiary other than transactions in the ordinary course of, and pursuant to the reasonable requirements of, the business of the Borrower and each Subsidiary and upon fair and reasonable terms which are fully disclosed to the Lender and are no less favorable to the Borrower than would be obtained in a comparable arm’s length transaction with a party that is not an Affiliate of the Borrower.

6.7Cancellation of Debt.  The Borrower shall not, and shall not permit any Subsidiary  to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

6.8Inconsistent Agreements.  The Borrower shall not and shall not permit anySubsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any Subsidiary of any of its Obligations hereunder or under any other Loan Document, or (b) prohibit the Borrower or any Subsidiary from granting to the Lender a lien on any of its assets.

6.9Business Activities; Change of Legal Status and Organizational Documents.  The Borrower shall not, and shall not permit any Subsidiary to, (a) engage in any line of business materially different from the businesses engaged in on the date hereof and businesses reasonably related thereto, (b) change its name, its type of organization, its jurisdiction of organization or other legal structure, or (b) permit its charter, Operating Agreement or other organizational documents, or its Subsidiaries charter, operating agreements (including the Operating Company Operating Agreements), bylaws or other organizational documents, to be amended or modified in any way which could reasonably be expected to cause a Material Adverse Effect.

6.10Tax Obligations. The Borrower shall, and shall cause each Subsidiary to, pay within the time that they are required to be paid without interest or penalty, all taxes, assessments, and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner that is satisfactory to the Lender and Secured Party Representative.  If the Borrower or any Subsidiary fails to pay any of these taxes, assessments, or other charges as provided above, then the Lender or the Secured Parties have the option (but not the obligation) to do so and the Borrower agrees to repay all amounts so expended by the Lender or the Secured Parties immediately upon demand, together with interest at the highest lawful default rate which would be charged by Lender or the Secured Parties on any Obligations.

20

Section 7FINANCIAL COVENANT.

7.1Minimum Payment Requirement.  Each calendar month, the Borrower is required to pay to DJS, DSI and PTA, in the aggregate, a minimum payment of $1,083,000 in the aggregate on account of  the Term Note Obligations and/or the Post-Closing Cash Obligations, as the case may be.

Section 8EVENTS OF DEFAULT.

The Borrower, without notice or demand of any kind, shall be in default with respect to its Obligations upon the occurrence of any of the following events, except to the extent caused by the action or failure to act of the Lender, the Secured Party Representative, any Secured Party or any Affiliate of any of the foregoing for the purpose of causing an Event of Default, (each an "Event of Default").

8.1Nonpayment of Obligations.  Any Term Note Obligation or Post-Closing Cash Obligation due and owing, whether by its terms or as otherwise provided herein, is not paid when due.

8.2Misrepresentation.  Any written warranty, representation, certificate or statement of any Obligor in this Agreement, the other Loan Documents or the Post-Closing Cash Documents or any other agreement with the Lender or any Secured Party shall be false in any material respect when made or at any time thereafter (except to the extent such representation, warranty, certificate or statement expressly relates only to an earlier date), or if any financial data or any other information now or hereafter furnished to the Lender or any Secured Party by or on behalf of any Obligor shall prove to be false, inaccurate or misleading in any material respect as of the date to which such information relates.

8.3Nonperformance.  Any failure to perform or default in the performance of any covenant, condition or agreement contained in (a) this Agreement, (b) the Loan Documents or any other agreement with the Lender, with respect to the Term Note Obligations or (c) the Post-Closing Cash Documents or any other agreement with the Secured Parties with respect to the Post-Closing Cash Obligations (other than a default covered by Section 8.1) and the continuance of such default or breach for a period of thirty (30) calendar days after Borrower has notice thereof.

8.4Default under Loan Documents or Post-Closing Cash Documents.  A default under any of the other Loan Documents or Post-Closing Cash Documents, all of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference, shall be and constitute an Event of Default under this Agreement and any other of the Obligations.

8.5Default under Other Debt.  Any default by any Obligor in the payment of any indebtedness for any other obligation in excess of $2,000,000 beyond any period of grace provided with respect thereto or in the performance of any other term, condition or covenant contained in any agreement (including any capital or operating lease or any agreement in connection with the deferred purchase price of property) under which any such obligation is created, the effect of which default is to cause or permit the holder of such obligation (or the other party to such other agreement) to cause such obligation to become due prior to its stated maturity or terminate such other agreement.

8.6Bankruptcy, Insolvency, etc.  Any Obligor becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, its debts as they become due; or any Obligor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Obligor or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Obligor or for a substantial part of the property of any thereof and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Obligor, and if such case or proceeding is not commenced by such Obligor, it is consented to or acquiesced in by such Obligor, or remains undismissed for sixty (60) days; or any Obligor takes any action to authorize, or in furtherance of, any of the foregoing.

21

8.7Judgments.  The entry of any final judgment, decree, levy, attachment, garnishment or other process, or the filing of any lien against any Obligor, which is not fully covered by insurance, and such judgment or other process shall not have been, within thirty (30) days from the entry thereof, (a) bonded over to the reasonable satisfaction of the Lender and Secured Parties and appealed, (b) vacated, or (c) discharged.

8.8Change in Control.  The occurrence of any Change in Control or a Chardan Change in Control.

8.9Material Adverse Effect.  The occurrence of any event which has a Material Adverse Effect on the Borrower.

8.10Guaranty.  There is a discontinuance by any Guarantor of the Guaranty or any Guarantor shall contest the validity of such Guaranty.

8.11Subordinated Debt.  The subordination provisions of any Subordinated Debt shall for any reason be revoked or invalid or otherwise cease to be in full force and effect or the Borrower shall contest in any manner, or any other obligor thereunder shall contest in any judicial proceeding, the validity or enforceability of the subordination agreement relating to the Subordinated Debt or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason not have the priority contemplated by the subordination provisions of the Subordinated Debt.

8.12Involuntary Removal.  David J. Stern is involuntarily removed as President of Chardan or DAL, without Cause.

Section 9REMEDIES.

9.1Rights and Remedies.  Upon the occurrence and during the continuance of an Event of Default, (a) the Lender shall have all rights, powers and remedies set forth in the Loan Documents, in any other  written agreement or instrument relating to any of the Term Note Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity and (b) the Secured Parties shall have all rights powers and remedies set forth in the Post-Closing Cash Documents, in any other written agreement or instrument relating to the Post Closing Cash Obligations or any security therefore, as a secured party under the UCC or as otherwise provided at law or equity.  Without limiting the generality of the foregoing, each of the Lender or the Secured Party Representative (on behalf of the Secured Parties) may, at such party’s option upon the occurrence and during the continuance of an Event of Default, declare, their respective Obligations to be immediately due and payable, provided, however, that upon the occurrence and during the continuance of an Event of Default under Section 8.6, all Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of the Lender or any Secured Party. The Borrower hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender's rights under the Loan Documents and Secured Party’s rights under the Post-Closing Cash Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Borrower or any Guarantor or of any Collateral, notwithstanding anything contained herein or in the Loan Documents or the Post-Closing Cash Documents to the contrary.  In addition to the foregoing, upon the occurrence and during the continuance of an Event of Default:

22

(a)Possession and Assembly of Collateral.  The Lender or the Secured Party Representative may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which any Lender or Secured Party may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of the Borrower's premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Lender and Secured Party Representative shall have the right to store and conduct a sale of the same in any of the Borrower's premises without cost to the Lender, the Secured Party Representative, or any Secured Party as applicable.  At the Lender's or Secured Party Representative’s request, the Borrower will, at the Borrower's sole expense, assemble the Collateral and make it available to the Lender or the Secured Party Representative, as the case may be, at a place or places to be designated by the Lender which is reasonably convenient to the Lender or any Secured Party, as the case may be, and the Borrower.

(b)Sale of Collateral.  The Lender or the Secured Party Representative (on behalf of the Secured Parties) may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Lender and each Secured Party may deem reasonably proper, and the Lender or any Secured Party may purchase any or all of the Collateral at any such sale.  The Borrower acknowledges that the Lender or any Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers.  The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale.  Neither the Lender nor any Secured Party shall have any obligation to clean-up or otherwise prepare the Collateral for sale.  The Lender may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Term Note Obligations, to the payment of the Term Note Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Borrower.  The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Loan Documents. The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Post-Closing Cash Obligations, to the payment of the Post-Closing Cash Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Borrower.  The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Post-Closing Cash Documents.  Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Lender or any Secured Party or Secured Party Representative at least ten (10) calendar days before the date of such disposition.  The Borrower hereby confirms, approves and ratifies all acts and deeds of the Lender, the Secured Party Representative or any Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against the Lender, any Secured Party or the Secured Party Representative or its representatives, by reason of taking, selling or collecting any portion of the Collateral.  The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as the Lender or any Secured Party or Secured Party Representative shall deem reasonably appropriate.  The Borrower expressly absolves the Lender, Secured Party Representative any each Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rights or remedies under this Agreement.

23

9.2Waiver.  Borrower acknowledges and agrees that any action taken by Lender, any Secured Party, the Secured Party Representative or any of their Affiliates related to or taken in furtherance of the exercise of Lender’s or a Secured Party’s remedies under this Agreement upon and during the continuance of an Event of Default, including but not limited to foreclosing upon or taking possession of any of the Collateral, including but not limited to the operation of any of the Collateral during the period prior to the foreclosure sale, if any, shall not be a violation of any provision of the Stern NDA.  If any Lender, Secured Party, Secured Party Representative acting on behalf of the Secured Parties or any of Affiliate of the Lender or any Secured Party becomes the owner of any of the Collateral as a result of or after the exercise of Lender’s or Secured Party’s remedies in accordance with Section 9 of this Agreement, the Borrower waives (i) any and all rights under Section 1, Section 4, Section 5 and Section 6 of the Stern NDA with respect to such Collateral and the use of such Collateral and agrees to that Section 4 and Section 5 shall no longer be applicable to David J. Stern, DSI, PTA or DJS and (ii) any and all rights under Article 8 of the Membership Interest Purchase Agreement and agrees that such Article shall no longer be applicable to David J. Stern, DSI, PTA or DJS except that Section 7 (the Definition section) of the Stern NDA shall not be waived.

9.3Standards for Exercising Remedies.  Upon the occurrence and during the continuance of an Event of Default, to the extent that applicable law imposes duties on the Lender, Secured Party Representative or any Secured Party to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Lender, Secured Party Representative or any Secured Party (a) to fail to incur expenses reasonably deemed significant by the Lender, Secured Party Representative or any Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other party obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other parties obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other parties, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender, Secured Party Representative or any Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed reasonably appropriate by the Lender, Secured Party Representative or any Secured Party to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender, Secured Party Representative or any Secured Party in the collection or disposition of any of the Collateral.  The Borrower acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Lender, any Secured Party or the Secured Party Representative would not be commercially unreasonable in the exercise of remedies against the Collateral by any of the Lender, any Secured Party or the Secured Party Representative and that other actions or omissions by the Lender, Secured Party Representative or any Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section.  Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to the Borrower or to impose any duties on the Lender, Secured Party Representative or any Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section.

24

9.4UCC and Offset Rights.  Upon the occurrence and during the continuance of an Event of Default, the Lender and the Secured Party Representative (on behalf of each Secured Party) may exercise, from time to time, any and all rights and remedies available to each of them under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other agreements between any Obligor and Lender or any Obligor and Secured Parties, and may, without demand or notice of any kind, appropriate and apply toward the payment of the relevant Obligations, whether matured or unmatured, including reasonable costs of collection and attorneys' and paralegals' fees, and in such order of application as the Lender or any Secured Party may, from time to time, elect, any indebtedness of the Lender to any Obligor or any indebtedness of any Secured Party to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to the Lender or any Secured Party, as applicable.  The Borrower, on behalf of itself and each Obligor, hereby waives the benefit of any law that would otherwise restrict or limit the Lender, the Secured Party Representative or any Secured Party in the exercise of its right, which is hereby acknowledged, to be appropriate any time hereafter any such indebtedness owing from the Lender to any Obligor or from any Secured Party to any Obligor.

9.5Additional Remedies.  Upon the occurrence and during the continuance of an Event of Default, the Lender and the Secured Party Representative on behalf of the Secured Parties shall have the right and power to:

(a)instruct the Borrower, at its own expense, to notify any parties obligated on any of the Collateral, including any Account Borrowers, to make payment directly to the Lender or the Secured Party Representative, as applicable, of any amounts due or to become due thereunder, or the Lender or Secured Party Representative, as applicable, may directly notify such obligors of the security interest of the Lender or the Secured Parties, and/or of the assignment to the Lender or the Secured Party Representative of the Collateral and direct such obligors to make payment to the Lender or the Secured Party Representative, as applicable, of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such party obligated thereon;

(b)enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;

(c)take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

(d)extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or any obligation of any nature of any other obligor with respect to the Obligations;

(e)grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Obligations;

(f)transfer the whole or any part of securities which may constitute Collateral into the name of the Lender, the Lender's nominee, or any Secured Party or the Secured Party Representative without disclosing, if the Lender or any Secured Party so desires, that such securities so transferred are subject to the security interest of the Lender or the Secured Party, and any corporation, association, or any of the managers or trustees of any trust issuing any of such securities, or any transfer agent, shall not be bound to inquire, in the event that the Lender, such nominee or any Secured Party makes any further transfer of such securities, or any portion thereof, as to whether the Lender, such nominee or the Secured Party has the right to make such further transfer, and shall not be liable for transferring the same;

25

(g)receive distributions related to the Pledged Membership Interests to apply against the Obligations and exercise any voting rights as to the Pledged Membership Interests and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if it were the absolute owner thereof, including, without limitation, registration rights and any right to exchange any or all of the Pledged Membership Interests upon the merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof, or upon the exercise of any such issuer of any right, privilege, or option pertaining to any of the Pledged Membership Interests, but neither the Lender nor the Secured Parties shall have any duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing;

(h)make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of the Lender or the Secured Party Representative as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Borrower hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive the Lender's or any Secured Party’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Borrower, any guarantor or other party liable to the Lender or any Secured Party for the Obligations; and

(i)at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Obligations, or the Lender's or any Secured Party’s rights hereunder, under the Obligations.

The Borrower hereby ratifies and confirms that whatever the Lender or any Secured Party or the Secured Party Representative may do with respect to the Collateral and agrees that neither the Lender, any Secured Party nor the Secured Party Representative shall be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral except to the extent resulting from the action, failure to act, negligence and/or misconduct of the Lender, any other Secured Party, the Secured Party Representative and/or any Affiliate of any of the foregoing.

9.6Attorney-in-Fact.  The Borrower hereby irrevocably makes, constitutes and appoints each of the Lender and the Secured Party Representative (and any officer of the Lender or any party designated by the Lender for that purpose) as the Borrower's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Borrower's name, place and stead, with full power of substitution, to (a) take such actions as are permitted in this Agreement, (b) execute such financing statements and other documents and to do such other acts as the Lender or any Secured Party may reasonably require to perfect and preserve the Lender's or any Secured Party’s security interest in, and to enforce such interests in the Collateral, and (c) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Agreement, including endorsing the Borrower's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Borrower, changing the address of the Borrower to that of the Lender or the Secured Party Representative, opening all envelopes addressed to the Borrower and applying any payments contained therein to the Obligations.  The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable.  The Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement.

26

9.7No Marshaling.  Neither the Lender nor any Secured Party shall be required to marshal any present or future collateral security (including this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order.  To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Lender's or any Secured Party’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws.

9.8No Waiver.  No Event of Default shall be waived by the Lender or any Secured Party Representative on behalf of the Secured Parties except in writing.  No failure or delay on the part of the Lender or any Secured Party or the Secured Party Representative in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  There shall be no obligation on the part of the Lender or any Secured Party to exercise any remedy available to the Lender or any Secured Party in any order.  The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity.  The Borrower agrees that in the event that the Borrower fails to perform, observe or discharge any of its Obligations or liabilities under this Agreement or any other agreements with the Lender or any Secured Party, no remedy of law will provide adequate relief to the Lender or any Secured Party, and further agrees that the Lender and each Secured Party shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

9.9Assignment of Pledged Membership Interests.  Upon the occurrence and during the continuance of an Event of Default and the exercise of its remedies with respect to the Pledged Membership Interest, the Borrower agrees (a) the requirement set forth in Section 8.1 of each Operating Company Operating Agreement that the assignee may only become a member of the Operating Company in accordance with the terms of a written agreement between the member and the assignee and upon the assignee agreeing to be bound by the terms of the relevant Operating Company Operating Agreement is waived, (b) any notice requirements under Section 8.1 of each of the Operating Company Operating Agreements, as such section may be amended from time to time, are waived and (c) that the exercise of the Lender or a Secured Party its remedies with respect to some or all of the Pledged Membership Interest shall constitute, at the election of the Lender or a Secured Party, as the case may be, an assignment of Pledged Membership Interests in the relevant Operating Company to the Lender or a Secured Party, as applicable, that will substitute the Lender or a Secured Parties, as the case may be, as a member of the relevant Operating Company, and will, upon the election of the Lender or a Secured Party, as the case may be, entitle the Lender or a Secured Party to voting rights and the right to participate in the management of the relevant Operating Company if the Lender or a Secured Party shall so elect.

Section 10MISCELLANEOUS.

10.1Entire Agreement.  This Agreement and the other Loan Documents and Post-Closing Cash Documents (i) constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof; and (ii) are the final expression of the intentions of the Borrower, Lender and Secured Parties.  No promises, either expressed or implied, exist between the Borrower, Lender and Secured Parties, unless contained herein or therein.  This Agreement, together with the other Loan Documents and the Post-Closing Cash Documents supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Loan Documents and Post-Closing Cash Documents.  

27

This Agreement and the other Loan Documents and the Post-Closing Cash Documents are the result of negotiations among the Lender, the Secured Parties and the Borrower and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all Parties.  Accordingly, this Agreement and the other Loan Documents and the Post-Closing Cash Documents shall not be construed more strictly against the Lender or any Secured Party merely because of the Lender's or a Secured Party’s involvement in their preparation.

10.2Amendments.  No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents or Post-Closing Cash Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Borrower, the Lender and each Secured Party, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.3Revival and Reinstatement of Obligations.  If the incurrence or payment of the Obligations by any Obligor or the transfer to the Lender or any Secured Party of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a "Voidable Transfer"), and if the Lender or any Secured Party is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender or any Secured Party is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender or any Secured Party, the Obligations shall automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

10.4Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER OR ANY SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA.  THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

28

10.5Waiver of Jury Trial.  THE LENDER, EACH SECURED PARTY AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, POST-CLOSING CASH DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER, ANY SECURED PARTY AND THE BORROWER ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER AND EACH SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

10.6Assignability.  The Lender or any Secured Party may at any time assign the Lender's  or Secured Party’s rights in this Agreement, the other Loan Documents, the Obligations, or any part thereof and transfer the Lender's or any Secured Party’s rights in any or all collateral for the Obligations, and the Lender thereafter shall be relieved from all liability with respect to such collateral.  The Borrower may not sell or assign this Agreement, or any other agreement with the Lender or any Secured Party or any portion thereof, either voluntarily or by operation of law, without the prior written consent of the Lender and each Secured Party, as applicable.  This Agreement shall be binding upon the Lender, the Secured Party and the Borrower and their respective legal representatives and successors.  All references herein to the Borrower shall be deemed to include any successors, whether immediate or remote.

10.7Governing Law.  This Agreement and the other Loan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

10.8Enforceability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.9Survival of Borrower Representations.  All covenants, agreements, representations and warranties made by the Borrower herein shall, notwithstanding any investigation by the Lender or any Secured Party, be deemed material and relied upon by the Lender and each Secured Party and shall survive the making and execution of this Agreement and the other Loan Documents and Post-Closing Cash Documents and shall be deemed to be continuing representations and warranties (except to the extent such representations or warranties expressly relate to an earlier date) until such time as the Borrower has fulfilled all of its Obligations to the Lender and each Secured Party, and the Lender and each Secured Party has been indefeasibly paid in full in cash.  The Lender and each Secured Party, in extending financial accommodations to the Borrower, is expressly acting and relying on the aforesaid representations and warranties.

10.10Time of Essence.  Time is of the essence in making payments of all amounts due the Lender and each Secured Party under this Agreement and in the performance and observance by the Borrower of each covenant, agreement, provision and term of this Agreement.

10.11Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.  Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents and Post-Closing Cash Documents maintained by the Lender or any Secured Party shall be deemed to be originals thereof.

29

10.12Notices.  Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to Lender:	Law Offices of David J. Stern, P.A. 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  David J. Stern Facsimile:  (954) 233-8444
If to Borrower:	DAL Group, LLC 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  Chief Financial Officer Facsimile:  (954) 233-8444
If to Secured Parties:	David J. Stern 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 Facsimile:  (954) 233-8444

or such other address, or the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (a) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (b) if by certified or registered mail, on the third business day after the mailing thereof or (c) if by next-day or overnight courier or delivery, on the date of such delivery.

10.13Costs, Fees and Expenses.  The Borrower shall pay or reimburse the Lender and each Secured Party for all reasonable costs, fees and expenses incurred by the Lender or any Secured Party or for which the Lender or any Secured Party becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including, without limitation, reasonable consultants' fees and attorneys' fees and time charges of counsel to the Lender and each Secured Party, which shall also include reasonable attorneys' fees and time charges of attorneys who may be employees of the Lender or any Secured Party or any Affiliate of the Lender or any Secured Party, plus reasonable costs and expenses of such attorneys or of the Lender or any Secured Party, if the transaction contemplated hereby shall be consummated.  

30

In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Lender and each Secured Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.  That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Lender and each Secured Party pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Lender or the applicable Secured Party on demand.  If at any time or times hereafter the Lender or any Secured Party: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents or the Post-Closing Cash Documents, (ii) to represent the Lender or any Secured Party in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Lender, a Secured Party the Borrower, or any other party) in any way or respect relating to this Agreement, the other Loan Documents, the Post-Closing Cash Documents or the Borrower's business or affairs, or (iii) to enforce any rights of the Lender or any Secured Party against the Borrower or any other party that may be obligated to the Lender or any Secured Party by virtue of this Agreement or the other Loan Documents or Post-Closing Cash Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any Collateral for the Obligations as permitted pursuant to this Agreement or by applicable law; and/or (c) attempts to or enforces any of the Lender's or any Secured Party’s rights or remedies under this Agreement or the other Loan Documents or Post-Closing Cash Documents, the reasonable costs and expenses incurred by the Lender or a Secured Party in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Lender or the applicable Secured Party on demand.

10.14Secured Party Representative. Each Secured Party, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Mr. David J. Stern, or his designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Agreement, with the power to (a) give and receive notices pursuant this Agreement, (b) waive any provision of this Agreement, (c) collect or accept funds or Collateral on behalf of the Secured Parties, and (d) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Agreement. This appointment and grant of power and authority is by unanimous approval of the Secured Parties and the Secured Parties may change the Secured Party Representative by a written notice signed by all Secured Parties delivered to the Borrower. Each Secured Party hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Borrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Borrower shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Borrower shall not be liable to any Secured Party for any action taken or omitted to be taken by the Borrower in such reliance.

[Signatures appear on the following page]

31

IN WITNESS WHEREOF, the Borrower, Lender and Secured Parties have executed this Agreement as of the date first above written.

Borrower:

DAL GROUP, LLC, a limited liability company organized under the laws of the State of   Delaware

By:      __________________________

Name: __________________________

Title:   __________________________

Agreed and accepted:

Lender:

LAW OFFICES OF DAVID J. STERN, P.A.

By:      __________________________

Name: __________________________

Title:   __________________________
                                                              

Secured Parties:

LAW OFFICES OF DAVID J. STERN, P.A.

By:      __________________________

Name: __________________________

Title:   __________________________
                                                               

DEFAULT SERVICING, INC.

By:      __________________________

Name: __________________________

Title:   __________________________
                                                               

PROFESSIONAL TITLE & ABSTRACT COMPANY OF FLORIDA, INC.

By:      __________________________

Name: __________________________

Title:   __________________________

32

EX-4.19

Exhibit 4.19

SECURITY AGREEMENT

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.”

R E C I T A L S:

A.In connection with the Master Acquisition Agreement, dated December 10, 2009 among Chardan 2008 China Acquisition Corp., a corporation organized under the laws of the British Virgin Islands (“Chardan”), DAL Group, LLC, a limited liability company organized under the laws of the state of Delaware (“DAL” or “Borrower”), the Secured Parties, David J. Stern (“Stern”), FlatWorld DAL LLC, a limited liability company organized under the laws of the State of Delaware (“FlatWorld”), Fortuna Capital Partners LP, a limited partnership organized under the laws of the State of Delaware, Raj K. Gupta, Jeffrey A. Valenty, DJS Processing, LLC, a limited liability company organized under the laws of the State of Delaware (“DJS LLC”), Professional Title and Abstract Company of Florida, LLC, a limited liability company organized under the laws of the State of Delaware (“PTA LLC”), and Default Servicing, LLC, a limited liability company organized under the laws of Delaware (“DSI LLC”) (the “Acquisition Agreement”), DAL has executed the Term Note.

B.           Pursuant to the terms of the Acquisition Agreement, DAL has also agreed to pay to DJS, PTA and DSI the Post-Closing Cash (as defined in the Acquisition Agreement).  To secure Borrower’s payment of the Obligations, DAL has agreed to grant to DJS (as Lender and Secured Party), PTA and DSI a security interest in and to DAL’s collateral, including a pledge of its membership interest in each of Guarantor, DSI LLC and PTA LLC as set forth in the Loan, Security and Pledge Agreement dated as of the date of this Security Agreement among DAL and the Secured Parties (the “Loan Agreement”).

C.           As additional security for the Obligations, the Guarantor has executed a Guaranty, dated as of the date of this Security Agreement, (the “Guaranty”) in favor of DJS, PTA and DSI.  To secure the Guaranteed Obligations, the Guarantor has agreed to grant DJS, PTA and DSI a security interest in all of its assets pursuant to this Security Agreement.

D.           DAL, DJS, PTA, DSI and the Guarantor are each parties to that certain subordination and intercreditor agreement in favor of the holders of Senior Debt, dated as of the same date of this Security Agreement.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the Parties agree as follows:

1

A G R E E M E N T S:

Section 1DEFINITIONS.

1.1Defined Terms.  For the purposes of this Security Agreement, the following capitalized words and phrases shall have the meanings set forth below.

"Affiliate" of any person or entity shall mean (a) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with such person or entity or (b) any officer or director of such entity.  A person or entity shall be deemed to be "controlled by" any other person or entity if such person or entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such person or entity whether by contract, ownership of voting securities, membership interests or otherwise.

"Bankruptcy Code" shall mean the United States Bankruptcy Code, as now existing or hereafter amended.

"Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which Lenders are authorized or required to be closed for the conduct of commercial banking business in Plantation, Florida.

"Collateral" shall have the meaning set forth in Section 2.1 hereof.

"Event of Default" shall have the meaning set forth in the Loan Agreement.

“Guaranteed Obligations” has the meaning set forth in the Guaranty.

"Guaranty" shall have the meaning given to it in the Recitals.

"Intellectual Property" shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, service marks and trademarks, and all registrations and applications for registration therefor and all licensees thereof, trade names, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Loan Agreement” shall have the meaning given to it in the Recitals.

"Loan Documents" shall mean the Term Note, the Loan Agreement (but only the provisions that relate to the Term Note Obligations), this Security Agreement and each Guaranty, as each may be amended, restated, supplemented or modified from time to time.

“Membership Interest Purchase Agreement” shall mean that certain Contribution and Membership Interest Purchase Agreement dated January 15, 2010 by and among Chardan, Borrower, Lender, David J. Stern, PTA, DSI, FlatWorld DAL LLC, a limited liability company organized under the laws of the State of Delaware, Fortuna Capital Partners LP, a limited partnership organized under the laws of the State of Delaware, Raj K. Gupta, Jeffrey A. Valenty, Guarantor, PTA LLC, and DSI LLC.

"Obligations" shall mean, collectively, the Term Note Obligations and the Post-Closing Cash Obligations.

2

"Obligor" shall mean the Borrower, any Guarantor, accommodation endorser, third party pledgor, or any other party liable with respect to the Obligations.

“Operating Agreement” shall mean the Amended and Restated Operating Agreement of DAL Group, LLC, dated as of the date of this Security Agreement.

“Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

“Post-Closing Cash Documents” shall mean the Membership Interest Purchase Agreement, this Security Agreement, the Loan Agreement and each Guaranty, as each may be amended, restated, supplemented or modified from time to time, but only the provisions of each such document that relates to the Post-Closing Cash Obligations.

“Post-Closing Cash Obligations” shall have the meaning set forth in the Loan Agreement.

“Secured Party Representative” has the meaning set forth in Section 6.14.

“Security Agreement Event of Default” shall have the meaning set forth in Section 4.

“Security Interest” shall have the meaning set forth in Section 2.1.

“Senior Debt” means the term loan granted by the lenders party to that certain Senior Loan, Security and Pledge Agreement to Borrower on the date of this Security Agreement, in the principal amount of $15,588,735.79

“Stern NDA” means that certain Stern Confidentiality and Noncompetition Agreement, dated as of the date of this Agreement, among Chardan, Borrower, the Guarantor, PTA LLC and DSI LLC.

 “Term Note” shall have the meaning set forth in the Loan Agreement.

“Term Note Obligations” shall have the meaning set forth in the Loan Agreement.

"UCC" shall mean the Uniform Commercial Code in effect in the State of Florida from time to time.

 “Voidable Transfer” shall have the meaning set forth in Section 6.3 hereof.

1.2Other Terms Defined in UCC.  All other capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or defined therein.

1.3Other Interpretive Provisions.

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.  Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

(b)Section and Schedule references are to this Security Agreement unless otherwise specified.  The words "hereof", "herein" and "hereunder" and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement

3

(c)The term "including" is not limiting, and means "including, without limitation".

(d)In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including."

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Security Agreement and the other Loan Documents and Post-Closing Cash Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document or Post-Closing Cash Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)To the extent any of the provisions of the other Loan Documents or Post-Closing Cash Documents are inconsistent with the terms of this Security Agreement, the provisions of this Security Agreement shall govern.

(g)This Security Agreement, the other Loan Documents and the Post-Closing Cash Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

Section 2SECURITY FOR THE OBLIGATIONS.

2.1Security for Guaranteed Obligations.  As security for the payment and performance of the Guaranteed Obligations, the Guarantor hereby assigns, transfers, delivers and grants to the Lender and the Secured Parties, a continuing and unconditional security interest (the “Security Interest”) in and to any and all personal property of the Guarantor, of any kind or description, tangible or intangible, wherever located and whether now existing or hereafter arising, created or acquired, including the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a)all property of, or for the account of, the Guarantor now or hereafter coming into the possession, control or custody of, or in transit to, the Lender, a Secured Party or any agent or bailee for the Lender or a Secured Party or any parent, affiliate or subsidiary of the Lender or a Secured Party or any participant with the Lender or a Secured Party (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and

(b)the additional property of Guarantor, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Guarantor's books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Guarantor's right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows:

4

(i)All Accounts, including but not limited to billed and unbilled accounts receivable, and all Goods whose sale, lease or other disposition by the Guarantor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Guarantor, or rejected or refused by an account borrower;

(ii)All Inventory, including raw materials, work-in-process and finished goods;

(iii)All Goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;

(iv)All Software and computer programs;

(v)All Securities, investment property, Financial Assets and Deposit Accounts;

(vi)All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles; and

(vii)All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including all insurance policies and proceeds of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain or condemnation awards.

2.2No Assumption of Liability. The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not subject the Lender or any Secured Party to, or in any way alter or modify, any obligation or liability of the Borrower with respect to or arising out of the Collateral.

2.3Perfection of Security Interest.  Guarantor hereby irrevocably authorizes Lender, each Secured Party and Secured Party Representative on behalf of the Secured Parties at any time and from time to time to file financing statement(s) describing the Collateral in all public offices reasonably deemed necessary by the Lender or any Secured Party, and to take any and all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that the Lender or a Secured Party may reasonably determine to be necessary to perfect and maintain the Lender's or a Secured Party’s security interests in the Collateral.  Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where the Lender or a Secured Party chooses to perfect its security interest by possession, whether or not in addition to the filing of a financing statement.  Where Collateral is in the possession of a third party, Guarantor will join with the Lender and the Secured Party Representative in notifying the third party of the Lender’s and the Secured Parties’ security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Lender and the Secured Parties.  Guarantor will cooperate with the Lender and the Secured Party Representative in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.  Guarantor will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Lender and the Secured Party Representative indicating that the Lender and each Secured Party has a security interest in the Chattel Paper.  Guarantor shall pay the cost of filing or recording all financing statement(s) and other documents.  

5

Guarantor agrees to promptly execute and deliver to the Lender and the Secured Party Representative all financing statements, continuation financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of Accounts, designations of Inventory, letters of authority and all other documents that the Lender or any Secured Party may reasonably request in form reasonably satisfactory to the Lender and the Secured Party Representative to perfect and maintain the Lender's and the Secured Parties’ security interests in the Collateral.  The Guarantor further agrees to indemnify and hold the Lender and each Secured Party and the Secured Party Representative harmless against claims of any person or entity not a party to this Agreement concerning disputes arising over the Collateral.

2.4Preservation of the Collateral.  The Lender and Secured Party Representative may, but neither is not required, to take such actions from time to time as the Lender or the Secured Party Representative deems reasonably appropriate to maintain or protect the Collateral.  The Lender and the Secured Party Representative shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender or Secured Party Representative takes such action as the Guarantor shall reasonably request in writing which is not inconsistent with the Lender's or any Secured Party’s status as a secured party, but the failure of the Lender or the Secured Party Representative to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender's or Secured Party Representative’s responsibility for the safekeeping of the Collateral shall (a) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender or any Secured Party accords its own property, and (b) not extend to matters beyond the control of the Lender or Secured Party Representative, including acts of God, war, insurrection, riot or governmental actions.  In addition, any failure of the Lender or Secured Party Representative to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Guarantor, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.  The Guarantor shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Guarantor, the Lender and each Secured Party in the Collateral against prior or third parties.  Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Guarantor represents to, and covenants with, the Lender and each Secured Party that the Guarantor has made arrangements for keeping informed of changes or potential changes affecting the securities (including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Guarantor agrees that neither Lender, any Secured Party nor the Secured Party Representative shall have any responsibility or liability for informing the Guarantor of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

2.5Collateral in the Possession of a Warehouseman or Bailee.  If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Guarantor shall promptly notify the Lender  and the Secured Party Representative thereof, and shall use commercially reasonable efforts to promptly obtain a Collateral Access Agreement.  Neither the Lender nor any Secured Party shall give any instructions to such warehouseman or bailee pursuant to such Collateral Access Agreement unless a Security Agreement Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to the warehouseman or bailee.

2.6Commercial Tort Claims.  If the Guarantor shall at any time hold or acquire a Commercial Tort Claim, the Guarantor shall promptly, upon knowledge thereof, notify the Lender and the Secured Party Representative in writing signed by the Guarantor of the details thereof and at the request of the Lender or any Secured Party grant to the Lender and to each Secured Party, for its own benefit and as agent for its Affiliates, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, in each case in form and substance reasonably satisfactory to the Lender and the Secured Party Representative, and shall execute any amendments hereto deemed reasonably necessary by the Lender and any Secured Party to perfect the security interest of the Lender or any Secured Party in such Commercial Tort Claim.

6

2.7Electronic Chattel Paper and Transferable Records.  If the Guarantor at any time holds or acquires an interest in any electronic chattel paper or any "transferable record", as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Guarantor shall promptly notify the Lender and the Secured Party Representative thereof and, at the request of the Lender or any Secured Party, shall take such action as the Lender or the Secured Party Representative may reasonably request to vest in the Lender or the Secured Parties, control under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Lender or the Secured Party Representative, as the case may be, will arrange, pursuant to procedures reasonably satisfactory to the Lender and each Secured Party, as applicable, and so long as such procedures will not result in the Lender's or any Secured Party’s loss of control, for the Guarantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control.

Section 3REPRESENTATIONS AND WARRANTIES.

To induce the Lender to accept the Term Note, and to induce the Secured Parties’ to accept the Post-Closing Cash (as defined in the Acquisition Agreement), the Guarantor makes the following representations and warranties to DJS, PTA and DSI, each of which shall survive the execution and delivery of this Agreement:

3.1Guarantor Organization and Name.  The Guarantor is duly organized, existing and in good standing, with full and adequate power to carry on and conduct its business as presently conducted.  The Guarantor is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing.  The exact legal name of the Guarantor is as set forth in the first paragraph of this Security Agreement.

3.2Authorization.  The Guarantor has full right, power and authority to enter into this Security Agreement and the Guaranty and to perform all of its duties and obligations under this Security Agreement and the Guaranty.  The execution and delivery of this Security Agreement and the Guaranty will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the Guarantor’s organizational documents, nor require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other party (other than any consent or approval which has been obtained and is in full force and effect).  All necessary and appropriate action has been taken on the part of the Guarantor to authorize the execution and delivery of this Security Agreement and the Guaranty.

3.3Validity and Binding Nature.  This Security Agreement and the other Loan Documents and Post-Closing Cash Documents are the legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

7

3.4Security Interest.  This Security Agreement creates a valid security interest in favor of each of DJS, PTA and DSI in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by the Lender or a Secured Party or delivery of such Collateral to the Lender or a Secured Party, shall constitute a valid, perfected security interest in such Collateral.  None of the Collateral is subject to any security interest other than as contemplated by this Security Agreement, the Loan Agreement or in favor of the holder of the Senior Debt.

3.5Place of Business.  The principal place of business and books and records of the Guarantor is set forth in the preamble to this Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth in schedules furnished to DJS, PTA or DSI.  The Guarantor shall promptly notify the Lender and the Secured Party Representative of any change in such location(s).  The Guarantor will not remove or permit the Collateral to be removed from such location(s) without the prior written consent of the Lender and Secured Party Representative, except for Inventory sold in the usual and ordinary course of the Guarantor's business.

Section 4EVENTS OF DEFAULT.

The Guarantor, without notice or demand of any kind, shall be in default with respect to its Guaranteed Obligations upon the occurrence of any of the following events, except to the extent caused by the action or failure to act of the Lender, the Secured Party Representative, any Secured Party or any Affiliate of any of the foregoing for the purpose of causing a Security Agreement Event of Default (each an "Security Agreement Event of Default"):

4.1Guarantor fails to pay when due the Guaranteed Obligations;

4.2Any failure of Guarantor to perform or default by Guarantor in the performance of any covenant, condition or agreement contained in this Security Agreement and the continuance of such default or breach for a period of thirty (30) calendar days after Guarantor has notice thereof, other than a default covered by Section 4.1; or

4.3An Event of Default which shall have not been cured within the applicable cure period, if any.

Section 5REMEDIES.

5.1Rights and Remedies.  Upon the occurrence and during the continuance of a Security Agreement Event of Default, (a) the Lender shall have all rights, powers and remedies set forth in the Loan Documents, in any other written agreement or instrument relating to any of the Term Note Obligations or any security therefor, as a secured party under the UCC or as otherwise provided at law or in equity and (b) the Secured Parties and the Secured Party Representative on behalf of the Secured Parties shall have all rights powers and remedies set forth in the Post-Closing Cash Documents, in any other written agreement or instrument relating to the Post Closing Cash Obligations or any security therefore, as a secured party under the UCC or as otherwise provided at law or equity.  Without limiting the generality of the foregoing, each of the Lender or the Secured Party Representative (on behalf of the Secured Parties) may, at such party’s option upon the occurrence and during the continuance of an Security Agreement Event of Default, declare, their respective Guaranteed Obligations to be immediately due and payable, provided, however, that upon the occurrence and during the continuance of an Event of Default under Section 8.6 of the Loan Agreement, all Guaranteed Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of the Lender or any Secured Party.

8

The Guarantor hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender's rights under the Loan Documents and Secured Party’s rights under the Post-Closing Cash Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Guarantor or of any Collateral, notwithstanding anything contained herein or in the Loan Documents or the Post-Closing Cash Documents to the contrary.  In addition to the foregoing, upon the occurrence and during the continuance of an Event of Default:

(a)Possession and Assembly of Collateral.  The Lender or the Secured Party Representative may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which any Lender or Secured Party may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of the Guarantor's premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Lender and Secured Party Representative shall have the right to store and conduct a sale of the same in any of the Guarantor's premises without cost to the Lender, the Secured Party Representative, or any Secured Party as applicable.  At the Lender's or Secured Party Representative’s request, the Guarantor will, at the Guarantor's sole expense, assemble the Collateral and make it available to the Lender or the Secured Party Representative, as the case may be, at a place or places to be designated by the Lender which is reasonably convenient to the Lender or any Secured Party, as the case may be, and the Guarantor.

(b)Sale of Collateral.  The Lender or the Secured Party Representative (on behalf of the Secured Parties) may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Lender and each Secured Party may deem reasonably proper, and the Lender or any Secured Party may purchase any or all of the Collateral at any such sale.  The Guarantor acknowledges that the Lender or any Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers.  The Guarantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale.  Neither the Lender nor any Secured Party shall have any obligation to clean-up or otherwise prepare the Collateral for sale.  The Lender may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Term Note Obligations, to the payment of the Term Note Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Guarantor.  The Guarantor shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Loan Documents. The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Post-Closing Cash Obligations, to the payment of the Post-Closing Cash Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Guarantor.  The Guarantor shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Post-Closing Cash Documents.  Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Lender or any Secured Party or Secured Party Representative at least ten (10) calendar days before the date of such disposition.  The Guarantor hereby confirms, approves and ratifies all acts and deeds of the Lender, the Secured Party Representative or any Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against the Lender, any Secured Party or the Secured Party Representative or its representatives, by reason of taking, selling or collecting any portion of the Collateral.  The Guarantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as the Lender or any Secured Party or Secured Party Representative shall deem reasonably appropriate.  The Guarantor expressly absolves the Lender, Secured Party Representative any each Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rights or remedies under this Agreement.

9

5.2Waiver.  Guarantor acknowledges and agrees that any action taken by Lender, any Secured Party, the Secured Party Representative or any of their Affiliates related to or taken in furtherance of the exercise of Lender’s or a Secured Party’s remedies under this Agreement upon and during the continuance of a Security Agreement Event of Default, including but not limited to foreclosing upon or taking possession of any of the Collateral, including but not limited to the operation of any of the Collateral, shall not be a violation of any provision of the Stern NDA or of the Membership Interest Purchase Agreement.  If any Lender, Secured Party, Secured Party Representative acting on behalf of the Secured Parties or any Affiliate of the Lender or any Secured Party becomes the owner of any of the Collateral as a result of or after the exercise of any of Lender’s or Secured Party’s remedies in accordance with Section 5 of this Agreement, the Guarantor waives (i) any and all rights under Section 1, Section 4, Section 5 and Section 6 of the Stern NDA, with respect to such Collateral and the use of such Collateral, and agrees that Section 4 and Section 5 shall no longer be applicable to David J. Stern, DSI, PTA or DJS and (ii) any and all rights under Article 8 of the Membership Interest Purchase Agreement and agrees that such Article shall no longer be applicable to David J. Stern, DSI, PTA or DJS except that Section 7 (the Definition section) of the Stern NDA shall not be waived.

5.3Standards for Exercising Remedies.  Upon the occurrence and during the continuance of an Event of Default, to the extent that applicable law imposes duties on the Lender, Secured Party Representative or any Secured Party to exercise remedies in a commercially reasonable manner, the Guarantor acknowledges and agrees that it is not commercially unreasonable for the Lender, Secured Party Representative or any Secured Party (a) to fail to incur expenses reasonably deemed significant by the Lender, Secured Party Representative or any Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other party obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other parties obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other parties, whether or not in the same business as the Guarantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including any warranties of title, (k) to purchase insurance or credit enhancements to insure the Lender, Secured Party Representative or any Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed reasonably appropriate by the Lender, Secured Party Representative or any Secured Party to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender, Secured Party Representative or any Secured Party in the collection or disposition of any of the Collateral.  The Guarantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Lender, any Secured Party or the Secured Party Representative would not be commercially unreasonable in the exercise of remedies against the Collateral by any of the Lender, any Secured Party or the Secured Party Representative and that other actions or omissions by the Lender, Secured Party Representative or any Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this section.  Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to the Guarantor or to impose any duties on the Lender, Secured Party Representative or any Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this section.

10

5.4UCC and Offset Rights.  Upon the occurrence and during the continuance of an Security Agreement Event of Default, the Lender and the Secured Party Representative (on behalf of each Secured Party) may exercise, from time to time, any and all rights and remedies available to each of them under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Security Agreement or in any other agreements between any Obligor and Lender or any Obligor and Secured Parties, and may, without demand or notice of any kind, appropriate and apply toward the payment of the Guaranteed Obligations, whether matured or unmatured, including reasonable costs of collection and attorneys' and paralegals' fees, and in such order of application as the Lender or any Secured Party may, from time to time, elect, any indebtedness of the Lender to any Obligor or any indebtedness of any Secured Party to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to the Lender or any Secured Party, as applicable.

5.5Additional Remedies.  Upon the occurrence and during the continuance of a Security Agreement Event of Default, the Lender and the Secured Party Representative on behalf of the Secured Parties shall have the right and power to:

(a)instruct the Guarantor, at its own expense, to notify any parties obligated on any of the Collateral, including any account debtors of Guarantor, to make payment directly to the Lender or the Secured Party Representative, as applicable, of any amounts due or to become due thereunder, or the Lender or Secured Party Representative, as applicable, may directly notify such obligors of the security interest of the Lender or the Secured Parties, and/or of the assignment to the Lender or the Secured Party Representative of the Collateral and direct such obligors to make payment to the Lender or the Secured Party Representative, as applicable, of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such party obligated thereon;

(b)enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;

(c)take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;

(d)extend, renew or modify for one or more periods (whether or not longer than the original period) the Guaranteed Obligations or any obligation of any nature of any other obligor with respect to the Guaranteed Obligations;

(e)grant releases, compromises or indulgences with respect to the Guaranteed Obligations, any extension or renewal of any of the Guaranteed Obligations, any security therefor, or to any other obligor with respect to the Obligations;

11

(f)transfer the whole or any part of securities which may constitute Collateral into the name of the Lender, the Lender's nominee, or any Secured Party or the Secured Party Representative without disclosing, if the Lender or any Secured Party so desires, that such securities so transferred are subject to the security interest of the Lender or the Secured Party, and any corporation, association, or any of the managers or trustees of any trust issuing any of such securities, or any transfer agent, shall not be bound to inquire, in the event that the Lender, such nominee or any Secured Party makes any further transfer of such securities, or any portion thereof, as to whether the Lender, such nominee or the Secured Party has the right to make such further transfer, and shall not be liable for transferring the same;

(g)make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of the Lender or the Secured Party Representative as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Guarantor hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive the Lender's or any Secured Party’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Guarantor, any guarantor or other party liable to the Lender or any Secured Party for the Guaranteed Obligations; and

(h)at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Guaranteed Obligations, or the Lender's or any Secured Party’s rights hereunder, under the Guaranteed Obligations.

The Guarantor hereby ratifies and confirms that whatever the Lender or any Secured Party or the Secured Party Representative may do with respect to the Collateral and agrees that neither the Lender, any Secured Party nor the Secured Party Representative shall be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral except to the extent resulting from the action, failure to act, negligence and/or misconduct of the Lender, any other Secured Party, the Secured Party Representative and/or any Affiliate of any of the foregoing.

5.6Attorney-in-Fact.  The Guarantor hereby irrevocably makes, constitutes and appoints each of the Lender and the Secured Party Representative (and any officer of the Lender or any party designated by the Lender for that purpose) as the Guarantor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Guarantor's name, place and stead, with full power of substitution, to (a) take such actions as are permitted in this Agreement, (b) execute such financing statements and other documents and to do such other acts as the Lender or any Secured Party may reasonably require to perfect and preserve the Lender's or any Secured Party’s security interest in, and to enforce such interests in the Collateral, and (c) upon the occurrence and during the continuance of a Security Agreement Event of Default, carry out any remedy provided for in this Agreement, including endorsing the Guarantor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Guarantor, changing the address of the Guarantor to that of the Lender or the Secured Party Representative, opening all envelopes addressed to the Guarantor and applying any payments contained therein to the Guaranteed Obligations.  The Guarantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable.  The Guarantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement.

5.7No Marshaling.  Neither the Lender nor any Secured Party shall be required to marshal any present or future collateral security (including this Security Agreement and the Collateral) for, or other assurances of payment of, the Guaranteed Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order.  To the extent that it lawfully may, the Guarantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Lender's or any Secured Party’s rights under this Security Agreement or under any other instrument creating or evidencing any of the Obligations or Guaranteed Obligations or under which any of the Obligations or Guaranteed Obligations is outstanding or by which any of the Obligations or Guaranteed Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Guarantor hereby irrevocably waives the benefits of all such laws.

12

5.8No Waiver.  No Security Agreement Event of Default shall be waived by the Lender or any Secured Party Representative on behalf of the Secured Parties except in writing.  No failure or delay on the part of the Lender or any Secured Party or the Secured Party Representative in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  There shall be no obligation on the part of the Lender or any Secured Party to exercise any remedy available to the Lender or any Secured Party in any order.  The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity.  The Guarantor agrees that in the event that the Guarantor fails to perform, observe or discharge any of its Guaranteed Obligations or liabilities under this Security Agreement or any other agreements with the Lender or any Secured Party, no remedy of law will provide adequate relief to the Lender or any Secured Party, and further agrees that the Lender and each Secured Party shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 6MISCELLANEOUS.

6.1Entire Agreement.  This Security Agreement and the other Loan Documents and Post-Closing Cash Documents (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof; and (b) are the final expression of the intentions of the Guarantor, Lender and Secured Parties.  No promises, either expressed or implied, exist between the Guarantor, Lender and Secured Parties, unless contained herein or therein.  This Security Agreement, together with the other Loan Documents and the Post-Closing Cash Documents supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other Loan Documents and Post-Closing Cash Documents.  This Security Agreement and the other Loan Documents and the Post-Closing Cash Documents are the result of negotiations among the Lender, the Secured Parties and the Guarantor and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all Parties.  Accordingly, this Agreement and the other Loan Documents and the Post-Closing Cash Documents shall not be construed more strictly against the Lender or any Secured Party merely because of the Lender's or a Secured Party’s involvement in their preparation.

6.2Amendments.  No amendment, modification or waiver of, or consent with respect to, any provision of this Security Agreement or the other Loan Documents or Post-Closing Cash Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Guarantor, the Lender and each Secured Party, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

6.3[RESERVED].

13

6.4Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER OR ANY SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.  THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA.  THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

6.5Waiver of Jury Trial.  THE LENDER, EACH SECURED PARTY AND THE GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, POST-CLOSING CASH DOCUMENT, ANY OF THE OTHER GUARANTEED OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER, ANY SECURED PARTY AND THE GUARANTOR ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER AND EACH SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION TO THE GUARANTOR.

6.6Assignability.  The Lender or any Secured Party may at any time assign the Lender's  or Secured Party’s rights in this Agreement, the other Loan Documents, the Guaranteed Obligations, or any part thereof and transfer the Lender's or any Secured Party’s rights in any or all collateral for the Guaranteed Obligations, and the Lender thereafter shall be relieved from all liability with respect to such collateral.  The Guarantor may not sell or assign this Agreement, or any other agreement with the Lender or any Secured Party or any portion thereof, either voluntarily or by operation of law, without the prior written consent of the Lender and each Secured Party, as applicable.  This Security Agreement shall be binding upon the Lender, the Secured Party and the Guarantor and their respective legal representatives and successors.  All references herein to the Guarantor shall be deemed to include any successors, whether immediate or remote.

6.7Governing Law.  This Security Agreement and the other Loan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

14

6.8Enforceability.  Wherever possible, each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.9Survival of Guarantor Representations.  All covenants, agreements, representations and warranties made by the Guarantor herein shall, notwithstanding any investigation by the Lender or any Secured Party, be deemed material and relied upon by the Lender and each Secured Party and shall survive the making and execution of this Security Agreement and the other Loan Documents and Post-Closing Cash Documents and shall be deemed to be continuing representations and warranties (except to the extent such representations or warranties expressly relate to an earlier date) until such time as the Guaranty has been irrevocably terminated and/or the Guaranteed Obligations have been indefeasibly paid in full in cash.  The Lender and each Secured Party, in extending financial accommodations to the Guarantor, is expressly acting and relying on the aforesaid representations and warranties.

6.10[RESERVED].

6.11Counterparts; Facsimile Signatures.  This Security Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Security Agreement.  Receipt of an executed signature page to this Security Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents and Post-Closing Cash Documents maintained by the Lender or any Secured Party shall be deemed to be originals thereof.

6.12 Notices.  Any notice, demand, approval, consent or communication required, permitted, or desired to be given hereunder, will be in writing and will be served on the Parties at the following respective addresses:

If to Lender:	Law Offices of David J. Stern, P.A. 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  David J. Stern Facsimile:  (954) 233-8444
If to Guarantor:	DAL Group, LLC 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 ATTN:  Chief Financial Officer Facsimile:  (954) 233-8444
If to Secured Parties:	David J. Stern 900 S. Pine Island Road Suite 400 Plantation, Florida  33324 Facsimile:  (954) 233-8444

15

or such other address, or the attention of such other person or officer, as any Party may by written notice designate.  Any notice, demand, or communication required, permitted, or desired to be given hereunder will be sent either by hand delivery, by prepaid certified or registered mail, return receipt requested, postage prepaid in the United States Mail, by a nationally recognized overnight courier, or via facsimile or other electronic transmission (including transmission in portable document format by electronic mail).  If any notice, demand or communication is sent by facsimile or electronic mail transmission, an original  must be simultaneously sent by one of the foregoing mail or courier methods.  All such notices, demands or communications shall be deemed to have been received (a) if by personal delivery, facsimile machine or other electronic transmission (including transmission in portable document format by electronic mail), on the date after such delivery, (b) if by certified or registered mail, on the third business day after the mailing thereof or (c) if by next-day or overnight courier or delivery, on the date of such delivery.

6.13Costs, Fees and Expenses.  The Guarantor shall pay or reimburse the Lender and each Secured Party for all reasonable costs, fees and expenses incurred by the Lender or any Secured Party or for which the Lender or any Secured Party becomes obligated in connection with the negotiation, preparation, consummation, collection of the Guaranteed Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including, without limitation, reasonable consultants' fees and attorneys' fees and time charges of counsel to the Lender and each Secured Party, which shall also include reasonable attorneys' fees and time charges of attorneys who may be employees of the Lender or any Secured Party or any Affiliate of the Lender or any Secured Party, plus reasonable costs and expenses of such attorneys or of the Lender or any Secured Party, if the transaction contemplated hereby shall be consummated.  In furtherance of the foregoing, the Guarantor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Lender and each Secured Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.  That portion of the Guaranteed Obligations consisting of costs, expenses or advances to be reimbursed by the Guarantor to the Lender and each Secured Party pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Guarantor to the Lender or the applicable Secured Party on demand.  If at any time or times hereafter the Lender or any Secured Party: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents or the Post-Closing Cash Documents, (ii) to represent the Lender or any Secured Party in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Lender, a Secured Party the Guarantor, or any other party) in any way or respect relating to this Security Agreement, the other Loan Documents, the Post-Closing Cash Documents or the Guarantor's business or affairs, or (iii) to enforce any rights of the Lender or any Secured Party against the Guarantor or any other party that may be obligated to the Lender or any Secured Party by virtue of this Security Agreement or the other Loan Documents or Post-Closing Cash Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any Collateral for the Guaranteed Obligations as permitted pursuant to this Security Agreement or by applicable law; and/or (c) attempts to or enforces any of the Lender's or any Secured Party’s rights or remedies under this Security Agreement or the other Loan Documents or Post-Closing Cash Documents, the reasonable costs and expenses incurred by the Lender or a Secured Party in any manner or way with respect to the foregoing, shall be part of the Guaranteed Obligations, payable by the Guarantor to the Lender or the applicable Secured Party on demand.

16

6.14Secured Party Representative. Each Secured Party, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Mr. David J. Stern, or his designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Secured Parties, and (d) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement. This appointment and grant of power and authority is by unanimous approval of the Secured Parties and the Secured Parties may change the Secured Party Representative by a written notice signed by all Secured Parties delivered to the Guarantor. Each Secured Party hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Guarantor, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor shall not be liable to any Secured Party for any action taken or omitted to be taken by the Guarantor in such reliance.

[Signatures appear on the following page]

17

IN WITNESS WHEREOF, the Guarantor and Secured Parties have executed this Security Agreement as of the date first above written.

Guarantor:

DJS PROCESSING, LLC a limited liability company organized under the laws of the State of   Delaware

By:       ______________________________ 

Name:  ______________________________

Title:    ______________________________

Agreed and accepted:

Lender:

LAW OFFICES OF DAVID J. STERN, P.A.

By:       ______________________________ 

Name:  ______________________________

Title:    ______________________________                                                          

Secured Parties:

LAW OFFICES OF DAVID J. STERN, P.A.

By:       ______________________________ 

Name:  ______________________________

Title:    ______________________________
                                                               

DEFAULT SERVICING, INC.

By:       ______________________________ 

Name:  ______________________________

Title:    ______________________________
                                                               

PROFESSIONAL TITLE & ABSTRACT COMPANY OF FLORIDA, INC.

By:       ______________________________ 

Name:  ______________________________

Title:    ______________________________
                                                              

18

EX-4.20

Exhibit 4.20

GUARANTY

FOR VALUE RECEIVED, and in order to induce the LAW OFFICES OF DAVID J. STERN, P.A., a professional association licensed to practice law in the State of Florida (“Noteholder” or “DJS”), PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC., a Florida corporation (“PTA”), and DEFAULT SERVICING, INC., a Florida corporation (“DSI”) to enter into financial accommodations with DAL GROUP, LLC, a Delaware limited liability company (with any successor in interest, including, without limitation, any successor by merger or by operation of law, herein collectively referred to as “DAL”) (a) under that certain Term Noteexecuted by DAL in favor of Noteholder (as amended, restated or otherwise modified from time to time, the “Note”), and (b) pursuant to DAL’s obligations to pay the Post Closing Cash to DJS, PTA and DSI, as defined in and pursuant to, the Contribution and Membership Interest Purchase Agreement, dated as of the date of this Guaranty, the undersigned (“Guarantor”) hereby guarantees to DJS, PTA, DSI and their respective successors and assigns, (i) the prompt and full payment when due, by acceleration or otherwise, of all sums now or any time hereafter due from DAL to Noteholder under the Note (the “Term Note Obligations”) and from DAL to each of DJS, PTA and DSI with respect to the Post Closing Cash (the “Post Closing Cash Obligations”) and (ii) all reasonable costs, reasonable legal expenses and reasonable attorneys’ and paralegals’ fees paid or incurred by any of DJS, PTA or DSI in endeavoring to collect all or any part of the Term Note Obligations and Post Closing Cash Obligations, or in enforcing any of their rights in connection with any collateral therefore, or in enforcing this Guaranty, or in defending against any defense, counterclaim, setoff or cross claim based on any act or omission by any of DJS, PTA or DSI with respect to the foregoing obligations, except to the extent resulting from the negligence and/or misconduct of DJS, PTA, DSI and/or any affiliate of DJS, PTA and/or DSI (collectively, the “Guaranteed Obligations”). Guarantor acknowledges that each of DJS, PTA and DSI are relying on the execution and delivery of this Guaranty in extending or continuing to extend the financial accommodations to or for the benefit of DAL.

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.

To the extent any of DJS, PTA or DSI receive payment with respect to the Term Note Obligations or the Post Closing Cash Obligations, as the case may be, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside, required to be repaid by any of DJS, PTA or DSI or is repaid by DJS, PTA or DSI pursuant to a settlement agreement, to a trustee, receiver or any other person or entity, whether under any bankruptcy law or otherwise (a “Returned Payment”), this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of such payment or repayment by DJS, PTA or DSI, and the indebtedness or part thereof intended to be satisfied by such Returned Payment shall be revived and continued in full force and effect as if said Returned Payment had not been made.

All payments received by DJS, with respect to the Term Note Obligations or DJS, PTA or DSI, with respect to the Post Closing Cash Obligations, from whatever source derived, shall be taken and applied by DJS, PTA or DSI, as the case may be, toward the payment of the relevant Obligations and in such order of application as DJS, PTA or DSI, as the case may be, may, in its sole discretion, from time to time elect.  As further security, any and all debts and liabilities now or hereafter arising and owing to the Guarantor by DAL are hereby subordinated to the claims of DJS, PTA and DSI.

1

Guarantor acknowledges and agrees that this Guaranty is a legal, valid and binding obligation of Guarantor, and is enforceable in accordance with its terms.  Neither DJS, PTA nor DSI shall be required at any time, as a condition of Guarantor’s Obligations hereunder, to resort to payment from DAL or other persons or entities whatsoever, or any of their properties or estates, or resort to any collateral or pursue or exhaust any other rights or remedies whatsoever. Specifically, but without limiting the foregoing, Guarantor waives any right to have DAL or any other guarantor joined in a suit brought against Guarantor on this Guaranty and also any right to require DJS, PTA or DSI to sue DAL on any obligation guarantied here as a prerequisite to any action by any or all of DJS, PTA or DSI against Guarantor.

No release or discharge in whole or in part of any other guarantor of the Obligations shall release or discharge Guarantor, unless and until all of the Obligations shall have been  indefeasibly fully paid and discharged.  So long as there are any Obligations, Guarantor waives any right to revoke or terminate this Guaranty without the express written consent of Noteholder.

For so long as there are any Obligations, Guarantor agrees to promptly furnish to DJS, PTA or DSI such financial information concerning Guarantor as any of DJS, PTA or DSI may from time to time reasonably request.

Guarantor's obligations under this Guaranty shall in no way be modified, affected, impaired, reduced, reduced or released by DJS, PTA or DSI undertaking, doing or omitting to do any of the following (any or all of which may be done or omitted by any of DJS, PTA or DSI in their sole discretion, without notice to anyone irrespective of whether the Obligations shall be increased or decreased thereby): (i) extend the time of payment of the Obligations; (ii) renew the Obligations or accept new notes of DAL; (iii) modify any of the terms and conditions of the Obligations including, but not limited to, changing the interest rate or rates applicable to the Obligations; (iv) compromise, settle, surrender, release, discharge, refinance, exchange, sell, or pledge the Obligations, or any collateral securing the Obligations, or fail, neglect or omit to realize upon, or to enforce or exercise any liens or rights of appropriation or other rights with respect to, the Obligations or any security or collateral therefor or any claims against any person or persons primarily or secondarily liable thereon; (v) fail, neglect or omit to perfect, protect, secure or insure any of security interests, liens, or encumbrances of the properties or interests in properties subject thereto; or (vi) any change in DAL’s name or the merger of DAL into another entity.  The Guarantor hereby consents to all acts of commission or omission of each of DJS, PTA or DSI as set forth above.

Neither a failure on the part of any or all of DJS, PTA or DSI to exercise nor any delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof and Guarantor’s Obligations hereunder shall be enforceable irrespective of the genuineness, validity, regularity or enforceability of the Obligations, or of any instrument evidencing any of the Obligations.

The Obligations shall include interest, costs and fees owed by DAL to any of DJS, PTA or DSI pursuant to the terms of the Note and Loan Agreement accruing after the filing of a bankruptcy petition by or against DAL under Title 11, United States Code, even though such interest, costs and fees may not be allowable, in whole or in part, due to such bankruptcy case.

Guarantor hereby waives all suretyship defenses and any rights to interpose any defense of any nature which Guarantor may have or which may exist between and among DJS, PTA or DSI, DAL and/or Guarantor with respect to Guarantor’s obligations under this Guaranty, or which DAL may assert on the underlying debt, including but not limited to failure of consideration, breach of warranty, fraud, discharges of DAL or any other Guaranty in bankruptcy, payment (other than cash payment in full of the Obligations), statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, accord and satisfaction, and usury.  The Guaranty expressly agrees that Guarantor shall be and shall remain liable for any deficiency remaining after foreclosure of any security interest securing the Obligations, whether or not the liability of DAL or any other obligor for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

Any of DJS, PTA or DSI may, without demand or notice of any kind to anyone, apply or set off balances, credits, deposits, accounts, moneys or other indebtedness at any time credited or due from any of DJS, PTA or DSI to the Guarantor against the amounts due hereunder as any ofDJS, PTA or DSI may from time to time elect.

2

Each of DJS, PTA or DSI may assign any or all of the Obligations upon notice to the Guarantor and in such event any assignee or holder of any or all of the Obligations shall have the right to enforce this Guaranty, by suit or otherwise, as if such assignee or holder is named in this Guaranty.  For the avoidance of doubt, the rights of each of DJS, PTA and DSI to enforce this guaranty shall be superior to that of any assignee of any of DJS, PTA or DSI.

This Guaranty is a guaranty of payment and not of collection.

This Guaranty shall be binding upon Guarantor and its heirs, executors, successors and assigns, and shall inure to the benefit of the DJS, PTA or DSI and each of their successors and assigns.  Guarantor may not assign any of its obligations under this Guaranty without the prior written consent of each of DJS, PTA and DSI, any such purported assignment without such consent being null and void, and which consent shall not be unreasonably withheld.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE. THE GUARANTOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES IRREVOCABLY THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDINGS COMMENCED BY OR AGAINST THE GUARANTOR IN WHICH THE GUARANTY AND ANY OF DJS, PTA OR DSI ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF DJS, PTA AND DSI IN GRANTING ANY FINANCIAL ACCOMMODATION TO DAL AND ACCEPTING THIS GUARANTY.

Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. No modification or waiver of any of the provisions of this Guaranty shall be effective unless in writing and signed by Guarantor and each of DJS, PTA and DSI.

Receipt of an executed signature page to this Guaranty by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic executed copies of this Guaranty maintained by DJS, PTA or DSI shall be deemed to be originals thereof.

TO INDUCE EACH OF DJS, PTA AND DSI TO GRANT FINANCIAL ACCOMMODATIONS TO DAL, THE GUARANTOR IRREVOCABLY AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS GUARANTY SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE COUNTY OF BROWARD, FLORIDA.  THE GUARANTOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN THE COUNTY OF BROWARD, FLORIDA, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.  THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS TO THE SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE GUARANTOR AT THE ADDRESS INDICATED IN THE RECORDS OF DJS, PTA OR DSI IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.  FURTHERMORE, THE GUARANTOR WAIVES PRESENTMENT, DEMAND FOR PAYMENT AND ALL NOTICES AND DEMANDS IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE OF THIS GUARANTY OR ENFORCEMENT OF THE RIGHTS OF DJS, PTA OR DSI HEREUNDER, AND HEREBY CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE, WITH OR WITHOUT CONSIDERATION, OF DAL OR ANY OTHER PERSON RESPONSIBLE FOR PAYMENT OF DAL’S OBLIGATIONS, OR OF ANY COLLATERAL THEREFOR.

3

Dated as of January ___, 2010

Guarantor:

By:  __________________________

Name:

Title:

BH01\1095408.1

ID\GMC - 105780/0001

4

EX-4.21

Exhibit 4.21

Amended and Restated Limited Liability

Company Agreement

of

DAL Group, LLC

TABLE OF CONTENTS

			Page
1.  Organization of Company.			3
	1.1	Formation	3
	1.2	Office	3
	1.3	Duration	3
	1.4	Registered Office and Resident Agent	3
2.  Appendices			3
	2.1	Definitions	3
	2.2	Tax Regulatory Provisions	3
	2.3	Members, Capital Contributions, Membership Percentages	3
3. Purposes.			3
	3.1	Purposes	3
	4.	Classes of Membership Interests; Capital Contributions; Options and Warrants	3
	4.1	Classes of Membership Interests	3
	4.2	Capital Contributions	3
	4.3	Additional Capital Contributions.	3
	4.4	Withdrawals	3
	4.5	Loans	3
	4.6	Exchange Rights of Holders of Common Units and Series A Preferred Units.	3
	4.7	Conversion of Series A Preferred Units into Common Units.	3
	4.8	Options and Warrants	3
	4.9	Issuance of Employee Incentive Units	3
	4.10	Issuance of Additional Common Units	3
	4.11	Issuance of Certificates	3
5.  Capital Accounts; Profits and Losses; Distributions.			3
	5.1	Capital Accounts	3
	5.2	Allocations of Profits and Losses	3
	5.3	Distributions	3

i

	5.4	Tax Distributions	3
	5.5	Tax Matters for Company Handled by Tax Matters Partner	3
	5.6	Liability for Amounts Distributed	3
	5.7	Withholding and Payments on Behalf of a Member	3
	5.8	Payment of Operating Expenses	3
	5.9	Consistent Reporting	3
	5.10	Letter Agreements	3
	5.11	Additional Tax Matters	3
6.  Management.			3
	6.1	Board of Managers	3
	6.2	Initial Period Board of Managers Provisions	3
	6.3	Post-Initial Period Board of Managers Provisions	3
	6.4	General Board of Manager Provisions	3
	6.5	Minority Interest Limitations on the Authority of the Board of Managers	3
	6.5	Chardan Limitations on the Authority of the Board of Managers	3
	6.7	Stern Participants Limitation on the Authority of the Board of Managers	3
	6.8	FlatWorld Limitation on the Authority of the Board of Managers	3
	6.9	Other Duties.	3
	6.10	Officers	3
7.  Members.			3
	7.1	Rights of the Members	3
	7.2	Voting Rights.	3
	7.3	Consent	3
	7.4	Notice of Meetings	3
	7.5	Waiver of Notice	3
	7.6	Record Dates	3
	7.7	List of Members	3
	7.8	No Cessation of Membership Upon Bankruptcy	3
	7.9	Quorum	3
	7.10	Proxies	3

ii

	7.11	Additional Members	3
	7.12	Related-Party Transactions	3
	7.13	Other Interests of Members	3
	7.14	Inspection Rights	3
	7.15	Consent Rights of Holders of Series A Preferred Units	3
8.  Transfer of Units.			3
	8.1	Transfer of Units	3
	8.2	Rights of Assignees	3
	8.3	Actions Following Transfers	3
	8.4	Effect on Distributions	3
	8.5	Unauthorized Transfers	3
	8.6	Pledge of Units	3
	8.7	Restrictions on Transfer	3
9.  Chardan Covenants			3
	9.1	Limitations on Chardan	3
	9.2	Chardan Covenants	3
	9.3	Devotion of Time; Company Opportunities	3
10.  Dissolution And Winding Up			3
	10.1	Dissolution	3
	10.2	Winding Up	3
11.  Exculpation and Indemnification; Other Matters			3
	11.1	Performance of Duties; Liability of Members	3
	11.2	Exculpation and Indemnification	3
	11.3	Notice; Procedures	3
	11.4	Insurance	3
12.  Miscellaneous Provisions.			3
	12.1	Amendments	3
	12.2	Investment Representation	3
	12.3	Entire Agreement	3
	12.4	Jurisdiction	3

iii

	12.5	Partition	3
	12.6	Notices	3
	12.7	Valuation Disputes	3
	12.8	Further Execution	3
	12.9	Binding Effect	3
	12.10	Counterparts	3
	12.11	Interpretation and Construction.	3
			3
APPENDIX A			3
APPENDIX B			3
APPENDIX C			3
APPENDIX D			3
APPENDIX E			3

iv

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

DAL GROUP, LLC

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.

Recitals

A.The Company was organized by filing a certificate of formation with the Secretary of State of the State of Delaware on March 20, 2007 and amended on May 13, 2009 and November 6, 2009.  On November 6, 2009, the Company changed its name from DJSP Acquisition LLC to DAL Group, LLC.  A limited liability company agreement was adopted by the Company on March 20, 2007 (the “Original Operating Agreement”) and amended and restated on May 1, 2009.

B.On the date hereof, Chardan, the Stern Participants, FlatWorld and Fortuna entered into that certain Contribution and Membership Interest Purchase Agreement and in accordance with the terms and conditions of that agreement the parties desire to adopt this Agreement.

     C.           Immediately following the Closing, Fortuna assigned its interest in the Company to FlatWorld.

1.           Organization of Company.

1.1Formation.  The Company was formed on March 20, 2007 as a Delaware limited liability company under the provisions of the Act, the Certificate and the Original Operating Agreement.

1.2Office.  The Company’s office shall be located at 900 S. Pine Island Road, Suite 400, Plantation, Florida 33324, or such other place as the Board of Managers may determine from time to time.

1.3Duration.  The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement.

1.4Registered Office and Resident Agent.  The registered office and resident agent shall be as designated in the Company’s Certificate and any amendments to them.  The registered office and resident agent may be changed from time to time.  Any such change shall be in accordance with the Act.  If the resident agent resigns, the Board of Managers promptly shall appoint a successor.

1

2.           Appendices.

2.1Definitions.  Capitalized terms used in this Agreement and defined in this Agreement shall have the meaning given to such terms where so defined.  Certain definitions of general application are in Appendix A which is attached to and is part of this Agreement.

2.2Tax Regulatory Provisions.  Certain provisions relating to compliance with the Code and Treasury Regulations and related definitions are in Appendix B which is attached to and is part of this Agreement.

2.3Members, Capital Contributions, Membership Percentages.  The names and address, Membership Percentages and Capital Contributions of all Members are set forth in Appendix C which is attached to and is part of this Agreement.

3.           Purposes.

3.1Purposes.  The Company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business.  The Company shall have the authority to do all things necessary or convenient to the accomplishment of its purposes and to operate its business, including all powers granted by the Act.

4.           Classes of Membership Interests; Capital Contributions; Options and Warrants

4.1Classes of Membership Interests.  The Membership Interests and the Units evidenced thereby shall constitute “securities” within the meaning of, and shall be governed by, Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware. The Common Units set forth on Appendix A shall be issued to the Members on the Effective Date, 11,166,666 Common Units shall be reserved for issuance upon exercise of Options, 1,666,667 Common Units shall be reserved for issuance upon conversion of Series A Preferred Units, 3,900,000 Common Units shall be reserved for issuance upon conversion of the Series B Preferred Units, 275,000 Common Units shall be reserved for issuance upon exercise of Underwriter Options (including the warrants underlying units acquired upon such exercise), 233,010 Common Units shall be reserved for issuance to Chardan upon the issuance of the Chardan Ordinary Shares pursuant to the terms of the Warrant Sale Agreement and 1,570,000 Common Units shall be reserved for Employee Incentive Units.  The Series B Preferred Units are separated into five sub-classes referred to as Series B-1 Preferred, Series B-2 Preferred, Series B-3 Preferred, Series B-4 Preferred and Series B-5 Preferred.  Each Member is deemed to hold Membership Interests as specified on Appendix C.  The Company shall not issue any Units or other Equity Securities or securities convertible or exchangeable for Equity Securities unless such Units or securities are convertible into Common Units.

(a)Common Units.  The Holders of Common Units are entitled to participate in distributions as provided in Section 5 and to such other voting, distribution and participation rights set forth in this Agreement.

2

(b)Series A Preferred Units.  The Holders of Series A Preferred Units are (i) entitled to participate in distributions as provided in Section 5 and to such other voting, distribution and participation rights set forth in this Agreement, (ii) subject to repurchase and exchange only in accordance with Section 4.6 of this Agreement, and (iii) convertible into Common Units at the option of the Holder in accordance with Section 4.7. Without the consent of  Members holding a majority of the outstanding Series A Preferred Units, the Company shall not issue any Series A Preferred Unit other than those specified in this Section 4.1 and shall not undertake any Company Membership Interest Division of the Series A Preferred Units.

(c)Series B Preferred Units.

(1)The Holders of Series B Preferred Units have no rights or preferences except the right to convert such interests into Common Units.  A particular Series B Preferred Unit may not be converted unless and until (A) the Market Price specified for such subclass of Series B Preferred Units set forth below is achieved, or (B) a Change of Control occurs, in each case before the fifth anniversary of the Effective Date.

(2)If a Change of Control occurs, and the price paid or received for the Chardan Ordinary Shares or the Common Units in such transaction, or the price paid for the assets of Chardan or the Company, divided by the number of shares of outstanding Chardan Ordinary Shares, is more than the applicable Series B Threshold of any subclass of Series B Preferred Units (the “Transaction Threshold”), then such subclass(es) of Series B Preferred Units shall automatically convert to Common Units as of the closing of such transaction and each Holder of such subclass(es) of Series B Preferred Units shall receive the Unit Amount in exchange for the number of its Series B Preferred Units in such subclass(es).  If the Transaction Threshold is not achieved for any subclass of Series B Preferred Units in such Change of Control, such subclass(es) of Series B Preferred Units shall be cancelled as of the closing of such transaction to the extent the Chardan Ordinary Shares (or any security for which it is exchanged in the transaction) is no longer publicly traded following such transaction.  If the consideration received in the Change of Control includes consideration other than cash or indebtedness, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Value of such consideration at the time of such transaction.  If any security for which the Chardan Ordinary Shares is exchanged, in the Change of Control, is publicly traded following such transaction, then the B1, B2, B3, B4 and B5 Thresholds shall be reset to an amount determined by subtracting any cash, indebtedness or the Value of any non-publicly traded security received in the Change of Control transaction for a share of Chardan Ordinary Shares from the then current threshold and multiplying that amount by a fraction the numerator of which is 1 and the denominator of which is the number of units of such security into which a share of Chardan Ordinary Shares is exchanged for the Change of Control transaction.

3

(3)A particular subclass of Series B Preferred Units shall automatically convert into Common Units as specified below:

(A)The Series B-1 Preferred Units (the “B1 Units”) will convert automatically into Common Units, and the Holder of the B1 Units shall receive the Unit Amount in exchange for the number B1 Interests held by such Holder, if and when the Market Price of the Chardan Ordinary Shares is $10.00 (the “B1 Threshold”) or higher on any 10 out of 30 consecutive trading days between the Effective Date and the fifth anniversary of the Effective Date.

(B)The Series B-2 Preferred Units (the “B2 Units”) will convert automatically into Common Units, and the Holder of the B2 Units shall receive the Unit Amount in exchange for the number of B2 Units held by such Holder, if and when the Market Price of the Chardan Ordinary Shares is $12.50 (the “B2 Threshold”) or higher on any 10 out of 30 consecutive trading days between the Effective Date and the fifth anniversary of the Effective Date.

(C)The Series B-3 Preferred Units (the “B3 Units”) will convert automatically into Common Units, and the Holder of the B3 Units shall receive the Unit Amount in exchange for the number of B3 Units held by such Holder, if and when the Market Price of the Chardan Ordinary Shares is $15.00 (the “B3 Threshold”) or higher on any 10 out of 30 consecutive trading days between the Effective Date and the fifth anniversary of the Effective Date.

(D)The Series B-4 Preferred Units (the “B4 Units”) will convert automatically into Common Units, and the Holder of the B4 Units shall receive the Unit Amount in exchange for the number of B4 Units held by such Holder, if and when the Market Price of the Chardan Ordinary Shares is $17.50 (the “B4 Threshold”) or higher on any 10 out of 30 consecutive trading days between the Effective Date and the fifth anniversary of the Effective Date.

(E)The Series B-5 Preferred Units (the “B5 Units”) will convert automatically into Common Units, and the Holder of the B5 Units shall receive the Unit Amount in exchange for the number of B5 Units held by such Holder, if and when the Market Price of the Chardan Ordinary Shares is $20.00 (the “B5 Threshold”) or higher on any 10 out of 30 consecutive trading days between the Effective Date and the fifth anniversary of the Effective Date.

4

(4)With respect to Series B Preferred Units, the Company will at all times through the fifth anniversary of the Effective Date, reserve and keep available, solely for the issuance and delivery upon the conversion of Series B Preferred Units as provided herein, that number of Common Units as from time to time shall be issuable upon the conversion of the relevant subclass of all outstanding Series B Preferred Units.

(5)If any Series B Preferred Unit has not been converted into a Common Unit by the fifth anniversary of the Effective Date, or immediately prior to the dissolution of the Company if earlier, such Series B Preferred Unit will no longer be convertible under any circumstances, the portion of the Capital Accounts attributable to such Series B Preferred Unit shall be eliminated and the Company shall have the right to redeem the unconverted Series B Preferred Units by paying the Holder of such interests the price of $.001 per unconverted Series B Preferred Unit.  Appendix C shall be adjusted from time to time by the Board of Managers to reflect the fact that any Series B Preferred Unit is no longer convertible into Common Units and the redemption of any Series B Preferred Units.

(6)Without the consent of Members holding a majority of the outstanding Series B Preferred Units, the Company shall not issue any Series B Preferred Units other than those specified in Section 4.1 and shall not undertake any Company Membership Interest Division of the Series B Preferred Units.

4.2Capital Contributions.  Each Member named on Appendix C shall, at the time of the execution of this Agreement, have a beginning Capital Account in the amount as set forth on Appendix C, with respect to the Units set forth next to such Member’s name.  No interest shall accrue on any Capital Contribution made to the Company unless otherwise provided in this Agreement.  Appendix C shall be adjusted from time to time by the Board of Managers to the extent necessary to reflect accurately redemptions, exchanges, Conversions, Capital Contributions, the issuance of additional Common Units or similar events having an effect on a Member’s Membership Percentage.

4.3Additional Capital Contributions.  

(a)No Obligation.  Except as set forth in Section 4.3(b), no Member shall be required to make any additional capital contributions unless the Members unanimously approve such additional capital contributions.  From time to time, with the approval of the Board of Managers, one or more of the Members, other than Chardan, may contribute additional cash or other assets to the Company (each such contribution an “Additional Capital Contribution”).  If this happens, the Board of Managers shall determine the fair market value of the assets (net of liabilities) of both the Company (before the contribution) and the property contributed.  The unrealized appreciation or depreciation in the value of the assets before the new contribution shall be allocated among the Capital Accounts of the Members in the manner described in Section 5.2 and Appendix B as if the assets of the Company were sold immediately prior to such contribution.  The fair market value of the new contribution (net of liabilities assumed or taken subject to in connection therewith) shall be allocated to the Capital Account of the contributing Member.  The Membership Percentages shall then be revised such that each Member shall have a Membership Percentage equal to the balance of his adjusted Capital Account as a percentage of the total balances of all adjusted Capital Accounts in accordance with the foregoing.  The number of Common Units to be issued to the contributing Member shall be equal to the number required for the contributing Member to have the Membership Percentage relating to his contribution in accordance with the foregoing.

5

(b)Contributions by Chardan.

(1)Except with respect to Chardan Warrants outstanding at the Effective Date and the Underwriter Options, Chardan shall contribute to the Company the net proceeds (including, cash, securities, assets or other property) received from (A) any private placement, public offering or other sale or disposition after the Effective Date of Chardan Ordinary Shares, or securities convertible into or exchangeable or exercisable for Chardan Ordinary Shares (a “Chardan Convertible Security”), or the exercise, conversion or exchange of a Chardan Convertible Security, including Chardan Ordinary Shares or Chardan Convertible Securities issued by the Company in a merger or other business combination, or (B) the sale of property, incurrence of indebtedness, recapitalization or refinancing, or from any other capital raising transaction not covered by (A) (each transaction described in clause (A) or (B) above, a “Chardan Capital Transaction”) as an Additional Capital Contribution, provided that if the Chardan Capital Transaction is the issuance of indebtedness, such indebtedness shall not be contributed as capital but instead shall be loaned to the Company on the same terms as contained in the indebtedness issued by Chardan.

(2)Not later than three (3) Business Days following the consummation of any Chardan Capital Transaction, Chardan shall transfer the net proceeds therefrom to the Company.  Following receipt by the Company of the net proceeds or assets or other value received from a Chardan Capital Transaction, the Board of Managers shall promptly cause the Company, with respect to a Chardan Capital Transaction covered by clause (B) of the definition thereof, to adjust Chardan’s Capital Account in accordance with Section 4.3(a), and with respect to a Chardan Capital Transaction covered by clause (A) of the definition thereof, to issue to Chardan a number of additional Common Units equal to the number of shares of Chardan Ordinary Shares actually issued in the Chardan Capital Transaction covered by clause (A) of the definition thereof, provided, that, if Chardan has issued a Chardan Convertible Security in the Chardan Capital Transaction, the Company shall instead provide Chardan with the contingent right to be issued a number of additional Common Units only upon the exercise or conversion of such Chardan Convertible Security and contribution to the Company of the net proceeds received therefrom, the amount of such Common Units so issuable equal to the number of shares of Chardan Ordinary Shares actually issued upon such exercise or conversion, provided, that for purposes of calculating the number of additional Common Units issuable to Chardan pursuant to this Section 4.3(b), any Chardan Ordinary Share Divisions that may have occurred after the Effective Date shall be disregarded.  For example, if there occurs a 2-for-1 share split of Chardan Ordinary Shares after the Effective Date and Chardan thereafter issues 100 new shares in a Chardan Capital Transaction, the Company would only issue 50 Common Units in connection with the contribution of net proceeds from that Chardan Capital Transaction.

6

4.4Withdrawals.  The Members shall not be entitled to be repaid any portion of their Capital Contribution or Capital Account or withdraw from the Company except as provided in this Agreement.  A Member who withdraws in violation of this Agreement shall not be entitled to receive the fair value of his interest as a result of the withdrawal but shall only be entitled to distributions he otherwise would have received as a Member as if such withdrawal had not occurred.

4.5Loans.  The Company may borrow money for Company purposes from any source, including any Member, as determined by the Board of Managers, provided that such loan is not prohibited by any applicable law or regulation and is approved by the Minority Interest.  Any money borrowed from a Member shall not constitute a Capital Contribution to the Company, but shall constitute debt of the Company.  Any loan from a Member to the Company shall bear interest at a rate per annum equal to the rate charged by the Company’s principal lender unless otherwise approved by the Board of Managers and the Minority Interest.

4.6Exchange Rights of Holders of Common Units and Series A Preferred Units.  

(a)At any time after the first anniversary of the Effective Date (the “Restriction Expiration Date”), Holders of Common Units and Series A Preferred Units shall have the right (subject to the terms and conditions set forth herein) to require Chardan to exchange all or a portion of the Common Units and Series A Preferred Units held by a Tendering Party (as defined below) (such Common Units or Series A Preferred Units being hereafter “Tendered Units”) in exchange (an “Exchange”) for the number of shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares calculated as determined below.

(b)Any Exchange shall be exercised pursuant to a notice given to the Company and Chardan by a Holder of Common Units or Series A Preferred Units (the “Tendering Party”) that such Tendering Party elects to exercise its right (subject to the terms and conditions set forth herein) to require Chardan to exchange the number of Common Units or Series A Preferred Units held by the Tendering Party as specified in such notice (a “Notice of Exchange”).  On the Specified Exchange Date, the Tendering Party shall transfer to Chardan such number of Tendered Units specified in the Notice of Exchange and shall receive in exchange certificates for the related Chardan Ordinary Share Amount.  Chardan unconditionally agrees to deliver to the Tendering Party the Chardan Ordinary Share Amount, issued in the name of the Tendering Party, on the Specified Exchange Date as duly authorized, validly issued, fully paid and non-assessable shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than restrictions provided in the Chardan Articles, the Securities Act and relevant state securities or “blue sky” laws.  The shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares issued pursuant to this Section 4.6 will be “Registrable Securities” as defined in the Registration Rights Agreement.  Chardan will at all times reserve and keep available, solely for the issuance and delivery upon the exchange of Common Units and Series A Preferred Units as provided herein, that number of shares of Chardan Ordinary Shares, Chardan Series A Preferred Shares and such other stock, securities or property, as from time to time shall be issuable upon the exchange of all outstanding Common Units and Series A Preferred Units.  If any unreasonable delay arises in such delivery, Chardan will use its reasonable efforts to provide the Tendering Party with all indicia of ownership of such Chardan Ordinary Shares or Chardan Series A Preferred Shares, including, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date, provided, however, no Tendering Party shall be entitled to receive such dividends on the Chardan Ordinary Shares or Chardan Series A Preferred Shares received in the Exchange if such Tendering Party received a distribution on such Tendering Units which are made in connection with such dividends.  Chardan Ordinary Shares or Chardan Series A Preferred Shares issued upon an acquisition of the Tendered Units by Chardan pursuant to this Section 4.6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as Chardan in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

7

(c)Notwithstanding the foregoing, at the request of Chardan and approved unanimously by the members of the Board of Directors of Chardan (the “Board”) nominated by the Principals (as defined in the Voting Agreement), if any are then entitled to serve on the Board, and, Kerry Propper, so long as he owns any of Chardan’s outstanding voting shares and with the consent of the Minority Interest (which may be withheld in their sole discretion), Chardan may deliver to the Tendering Party an amount equal to the Cash Amount in lieu of the Chardan Ordinary Share Amount payable on the Specified Exchange Date.  Any request made by Chardan pursuant to this Section 4.6(c) shall be made prior to the Specified Exchange Date.  In the event of an Exchange, the Cash Amount shall be delivered by wire transfer, certified check or as otherwise instructed by the Tendering Party.

(d)Except as provided in Section 5.4, a Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after the Exchange.

(e)Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 4.6:

(1)No Tendering Party may effect an Exchange for less than five hundred (500) Common Units or Series A Preferred Units or, if such Tendering Party holds less than five hundred (500) Common Units or Series A Preferred Units, all of the Common Units or Series A Preferred Units held by such Tendering Party.

(2)The consummation of such Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

(3)The Tendering Party shall continue to own (subject, in the case of an Assignee, to the provisions of Section 8.2 hereof) all Common Units or Series A Preferred Units subject to any Exchange, and be treated as a Member, with respect to such Common Units or Series A Preferred Units for all purposes of this Agreement, until such Common Units or Series A Preferred Units are paid for by the Company pursuant to this Section 4.6.

(f)Other Redemptions.  Except with respect to the Common Units and Series A Preferred Units as provided in this Section 4.6 and the Series B Preferred Units as provided in Section 4.1(c), without the prior written approval of the Minority Interest and a majority of the members of the Board not nominated by the Stern Participants or FlatWorld, the Company will not acquire, by purchase, redemption or otherwise, any Units of any class or type of any Member or Holder without offering to purchase, on the same terms and conditions, a proportionate share of the Membership Units of such class or type of all other applicable Members or Holders.  Except as provided in Section 4.6, any Membership Units so acquired by the Company will be deemed canceled.

8

4.7Conversion of Series A Preferred Units into Common Units.  

(a)At any time after the Effective Date, Holders of Series A Preferred Units shall have the right (subject to the terms and conditions set forth herein) to convert all or a portion of their Series A Preferred Units into the number of Common Units calculated as determined below (each a “Conversion”).  Upon dissolution of the Company, in the event the Conversion of the Series A Preferred Units would result in a Holder of the Series A Preferred Units receiving pursuant to Section 5.3(b) an amount greater than the Series A Preferred Unreturned Capital Amount, such Series A Preferred Units shall be deemed to be converted into Common Units.

(b)Any Conversion shall be exercised pursuant to a notice given by a Holder of a Series A Preferred Unit (a “Converting Party”) to the Company that such Converting Party elects to exercise its rights to require the Company to convert the number of Series A Preferred Units held by the Converting Party as specified in such notice into Common Units (the “Notice of Conversion”).  On the Specified Conversion Date, the Converting Party shall transfer to the Company such number of Series A Preferred Units as indicated in the Notice of Conversion.  The Company unconditionally agrees to deliver to the Converting Party a number Common Units equal to the Unit Amount.  The Common Units shall be issued in the name of the Converting Party on the Specified Conversion Date as duly authorized and validly issued Common Units, free of any pledge, lien, encumbrance or restriction, other than restrictions provided in this Agreement and relevant securities laws.  The Company will at all times, with respect to the Series A Preferred Units, reserve and keep available, solely for the issuance and delivery upon the conversion of Series A Preferred Units as provided herein, that number of Common Units, as from time to time shall be issuable upon the conversion of all outstanding Series A Preferred Units.

4.8Options and Warrants.  The Company has issued to Chardan warrants (the “DAL Warrants”) to purchase up to a maximum of 11,441,666 Common Units, in the form attached hereto in Appendices E.  Chardan shall exercise a DAL Warrant upon the exercise of a corresponding Chardan Warrant or Underwriter Option, using the same type of consideration as used to exercise the Chardan Warrant or Underwriter Option (i.e. cash or cashless exercise).

4.9Issuance of Employee Incentive Units.  The Company shall issue to Chardan that number of Common Units equal to the number of shares of Chardan Ordinary Shares issued by Chardan pursuant to equity incentive plans for the benefit of Chardan directors, employees or consultants, up to a maximum of 1,570,000 Common Units in exchange for the consideration received by Chardan upon the issuance of the Chardan Ordinary Shares (the “Employee Incentive Units”).

9

4.10Issuance of Additional Common Units.  As consideration for Chardan’s initial capital contribution to the Company, the Company shall issue to Chardan that number of Common Units equal to the number of shares of Chardan Ordinary Shares issued by Chardan pursuant to the terms of the Warrant Sale Agreement, up to a maximum of 233,010 Common Units, at the same time as Chardan issues such Chardan Ordinary Shares.

4.11Issuance of Certificates.  Units shall be evidenced and represented by a Certificate of Membership in a form approved by the Board of Managers.  Any certificate evidencing Units will bear the following legend reflecting the restriction on the transfer of Membership Interests contained in this Agreement:

“THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15, 2010, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE COMPANY.  NO TRANSFER OF THE UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.”

Certificates representing Units shall also bear any other legend required at any time under the Securities Act or other applicable law, including the following legend:

10

“THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE “SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15 2010, AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES.

The Company may make a notation in its records or give instructions to any transfer agents or registrars for the Units in order to implement the restrictions on Transfer set forth in this Agreement.

5.           Capital Accounts; Profits and Losses; Distributions.

5.1Capital Accounts.  A Capital Account shall be maintained for each Member, in accordance with Section 102 of Appendix B.

5.2Allocations of Profits and Losses.  Except as otherwise provided in this Agreement, Profits and Losses of the Company (and items of gross income and gross deduction to the extent necessary) shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation and any special allocations under Appendix B (including as a result of a hypothetical sale), but before any distribution to the Members for such Fiscal Year under Section 10.2(a) is, nearly as possible, equal to (i) the distributions that would be made to such Member pursuant to Section 5.3(b) hereof if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities are satisfied (limited in the case of each nonrecourse liability (as defined in Treasury Regulation Section 1.704-2(b)(4)) to the Book Value of the Company assets securing such liability) and the net assets of Company were distributed in accordance with Section 5.3(b) to the Members immediately after making such allocations.

11

5.3Distributions.

(a)Except as provided in Section 5.4, prior to the dissolution of the Company, the Company shall distribute from time to time, as determined by the Board of Managers, Distributable Cash, to the Holders of the Common Units and Series A Preferred Units pro rata in accordance with their Membership Percentages.

(b)Solely for purposes of determining allocations under Section 5.2, it shall be assumed that following the dissolution of the Company, distributions to Members shall be made in the following order of priority:

(1)First, to the Holders of Series A Preferred Units in proportion to each such Holder’s Series A Preferred Unreturned Capital Amount until each such Holder’s Series A Preferred Unreturned Capital Amount is reduced to zero; and

(2)Then, to the Holders of Common Units (including Series A Preferred Units to the extent such Series A Preferred Units would be deemed to be converted pursuant to Section 4.7) pro rata in accordance with their Membership Percentages.

5.4Tax Distributions.  The Company shall make quarterly distributions, on or before March 8, June 8, September 8, and December 8 of each Fiscal Year, of Distributable Cash in an amount equal to the estimated tax payments due by the Members on the fifteenth of each such month based on the estimated taxable income of the Company for the quarterly period through the end of the month preceding such date (as determined by the Company) multiplied by the sum of the highest stated combined federal, state and local tax rate (including any branch profits tax pursuant to Code Section 884 if applicable) applicable to an individual resident in New York City or a foreign corporation doing business in New York City, whichever is higher. Within sixty (60) days after the end of each Fiscal Year, the Company shall make a distribution of Distributable Cash in an amount equal to the taxable income of the Company for such Fiscal Year multiplied by the sum of the highest stated combined federal, state and local tax rate (including any branch profits tax pursuant to Code Section 884 if applicable) applicable to an individual resident in New York City or a foreign corporation doing business in New York City, whichever is higher, minus the sum of all distributions previously made pursuant to this Section 5.4 in the applicable Fiscal Year (the “Annual Distribution”).  For purposes of determining taxable income of the Company pursuant to this Section 5.4, such taxable income shall be determined without regard to any adjustments to basis permissible under Sections 743(b) and 734(b) of the Code.  

12

For purposes of computing the amount of any distribution pursuant to this Section 5.4, it shall be assumed that all taxable income is allocable or apportionable solely to New York City.  All distributions made pursuant to this Section 5.4 shall be distributed to Holders of Common Units and Series A Preferred Units pro rata in accordance with their respective Membership Percentages. Notwithstanding anything to the contrary in this Agreement, in the event any Member Exchanges any Units pursuant to Section 4.6, such Member shall be entitled to receive a distribution with respect to such Tendered Units, pursuant to this Section 5.4, for the fiscal quarter in which the Notice of Exchange occurs, and for the prior fiscal quarter if the distribution for that fiscal quarter has not been paid at the time of the Exchange, whether or not they are a Member at the time of the Distribution, based upon the share of the taxable income of the Company for such quarter allocated to them.  Any amounts distributed pursuant to this Section 5.4 shall be taken into account in determining subsequent distributions made pursuant to Section 5.3 and Section 10.2 so that each Member receives the aggregate amount of distributions it would have received if distributions under this Agreement were determined without giving effect to this Section 5.4.

5.5Tax Matters for Company Handled by Tax Matters Partner.  The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.  The Tax Matters Partner shall have the authority and responsibility to arrange for the preparation of, and timely file, the Company’s tax returns.  Notwithstanding the foregoing, (a) the Tax Matters Partner will promptly notify the Members of the commencement of any audit or similar proceedings and will give a representative appointed by the Minority Interest (the “Minority Interest Representative”) prior notice of all scheduled telephonic or other meetings with the Internal Revenue Service or other taxing authority and copies of all notices or other written communications received from any taxing authority related thereto, (b) the Minority Interest Representative will have the right to attend such meetings and to control any audit (with counsel of its own choice) to the extent it relates to the tax treatment of the transactions described in the Contribution Agreement, and (c) the Tax Matters Partner will not make any material election or decision under the Code or in connection with any audit without the approval of the Minority Interest Representative, which approval shall not be unreasonably withheld.  The authority of the Tax Matters Partner under this Section 5.5 shall also be subject to the rights of the Members under any of the tax indemnity agreements between Chardan and a Member or its Affiliates.

5.6Liability for Amounts Distributed.  The Members agree that, except as otherwise expressly provided herein or required by applicable law, no Member will have an obligation to return money or other property paid or distributed to such Member, whether or not such distribution was in violation of the Act.  The agreement set forth in the immediately preceding sentence will be deemed to be a compromise for purposes of §18-502(b) of the Act.  However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such return, such obligation will be the obligation of such Member and not of any other Person.

13

5.7Withholding and Payments on Behalf of a Member.  If the Company makes a payment to a Governmental Authority that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company) such payment shall be treated as a distribution to such Member.  Any such amount (other than an amount withheld from a distribution to the Member) shall be recouped by reducing subsequent distributions, including any liquidating distribution pursuant to Section 10.2, pursuant to this Agreement to which such Member would otherwise be entitled (other than distributions pursuant to Section 5.4 or 5.7).

5.8Payment of Operating Expenses.  The Company shall assume and pay all Chardan Operating Expenses.  Chardan shall submit to the Company each calendar month evidence of the amount of such Chardan Operating Expenses for the prior calendar month (the “Chardan Operating Expenses Invoice”).  The Company shall pay the Chardan Operating Expenses Invoice within seven (7) days of receipt.

5.9Consistent Reporting.  The Members are aware of the income tax consequences of the allocations made by this Article 5 and Appendix B and hereby agree to be bound by this Article 5 and Appendix B in reporting their shares of Company income and loss for income tax purposes.  Neither the Company nor any Member (or successor or assignee of its Units) shall take any position on any federal, state or local income or franchise tax returns inconsistent with the position reported to it on its Internal Revenue Service Form 1065 and Schedule K-1 to Form 1065 (or such successor forms), subject to Section 5.10.

5.10Letter Agreements.  The terms and conditions of this Agreement or the other Transaction Documents (as such term is defined in the Contribution Agreement) shall be subject to the terms and conditions of the Letter Agreements, and the Company shall remain obligated under the Letter Agreements in accordance with its terms and conditions. In the event of a conflict between the terms and conditions of this Agreement, and a Letter Agreement or a conflict between the terms and conditions of any Transaction Document, and a Letter Agreement, the terms and conditions of the Letter Agreement shall control for all purposes. Notwithstanding anything to the contrary in this Agreement, the Letter Agreements shall survive the execution of this Agreement and shall not be terminated, revised or amended without the prior written consent of FlatWorld, which consent may be withheld in its sole discretion. Furthermore, notwithstanding anything to the contrary in this Agreement, in the event of (A) a Section 704(c) Gain Event, FlatWorld shall have the right to immediately Exchange Common Units held by it for Chardan Ordinary Shares, pursuant to the terms of Section 4.6 (treating the Closing Date as the Restriction Expiration Date), and sell such Chardan Ordinary Shares, to the extent required for FlatWorld to sell such Chardan Ordinary Shares, up to a dollar amount equal to (i) all Taxes due by FlatWorld on such taxable income as FlatWorld would so recognize as a result of the Section 704(c) Gain Event and (ii) the Taxes due by FlatWorld on such taxable income FlatWorld recognizes as a result of the Exchange of Common Units for Chardan Ordinary Shares and the subsequent sale of such Chardan Ordinary Shares in order to pay the Taxes due pursuant to preceding clause (i); or (B) a breach by the Company of a Letter Agreement or a breach of Section 5.9 of this Agreement relating to, or in connection with, matters covered by a Letter Agreement, FlatWorld shall have the right to immediately Exchange all Common Units held by it (including the Common Units into which any Series B Preferred Units are automatically convertible, but which have not yet been converted, at the time such Series B Preferred Units are converted into Common Units, if at all) for Chardan Ordinary Shares, pursuant to the terms of Section 4.6 (treating the Closing Date as the Restriction Expiration Date), and sell such Chardan Ordinary Shares; and, in either case, the Company, Chardan and the Stern Participants agree that any restrictions on FlatWorld’s right to sell Chardan Ordinary Shares contained in any agreement between such parties shall be released (but, in the case of (A), only to the extent required for it to take the foregoing actions). For purposes of clause (A), FlatWorld shall be deemed to pay Taxes at a fifty percent (50%) tax rate.  The parties hereto on behalf of themselves and their respective Affiliates, successor and assigns agree that this paragraph is not intended to be, nor shall it be treated as, a liquidated damages provision and shall in no way limit the damages to which FlatWorld may be entitled pursuant to this Agreement or any Transaction Document (as such term is defined in the Contribution Agreement) as a result of any breach by the Members or the Company of their obligations under this Agreement, a Letter Agreement, or any Transaction Document (as such term is defined in the Contribution Agreement).

14

5.11Additional Tax Matters.  It is intended that the Company be classified as a partnership for U.S. federal income tax purposes.  In furtherance of such intent, the Company shall not make an election pursuant to Section 301.7701-3(c) of the Treasury Regulations to be treated as an entity other than a partnership.  The Company shall not elect, pursuant to Section 761(a) of the Code, to be excluded from the provisions of subchapter K of the Code.  Furthermore, notwithstanding anything to the contrary herein, the Company shall make an election under Section 754 of the Code on its income tax returns that includes the Effective Date.

6.           Management.

6.1Board of Managers.  The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”).  The Board of Managers shall consist of five Managers.  The members of the Board of Managers need not be residents of Delaware or Members of the Company.  The initial Board of Managers shall be the individuals specified below:

David J. Stern

Jerry Hutter

Raj Gupta

Mark Harmon

Matthew Kayton

The Board of Managers can take all actions required to conduct the business and affairs of the Company, except as provided otherwise in the Delaware Limited Liability Company Act.  The Manager shall be deemed to owe the same fiduciary duties to the Members that directors of Delaware corporations owe to that corporation’s stockholders under Delaware law.  Except as otherwise expressly provided in this Agreement, the Members shall not participate in the control of the Company and shall have no right, power or authority to act for on behalf of or otherwise bind, the Company.

6.2Initial Period Board of Managers Provisions.  The following provisions shall be applicable to the Board of Managers during the Initial Period:

(a)Resignation and Removal.  Managers may only be removed for Cause by vote of the Majority Interest.  Managers shall hold office until removed for Cause or until their resignation or death.  Managers may resign by written notice to this Company.  The resignation is effective upon its receipt by the Company or a subsequent time as set forth in the notice of resignation.

(b)Vacancies.  Vacancies in the Board of Managers occurring by reason of death, resignation or removal of a Manager shall be filled by the Manager’s alternatives as set forth below and in the order listed below:

Manager	First Alternative	Second Alternative
David J. Stern	Kumar Gursahaney
Mark Harmon	Kumar Gursahaney
Matthew Kayton	Kumar Gursahaney
Jerry Hutter	Nicholas Adler	Kerry Propper
Raj Gupta	Jeffrey Valenty	Vivek Selot

15

6.3Post-Initial Period Board of Managers Provisions.  The following provisions shall be applicable to the Board of Managers following the Initial Period:

(a)Numbers.  The Board of Managers may fix the number of Managers from time to time.

(b)Election, Resignation and Removal.  Each Manager shall be elected at the annual meeting of the Members, each to hold office until the next annual meeting of Members and until such Manager’s successor is elected and qualified, or until such Manager’s resignation, death, or removal.  A Manager may resign by written notice to the Company.  The resignation is effective upon its receipt by the Company or a subsequent time as set forth in the notice of resignation.  A Manager or the entire Board of Managers may be removed, with or without cause, by vote of the Majority Interest.

(c)Vacancies.  Vacancies in the Board of Managers occurring by reason of death, resignation, removal, or increase in the number of Board of Managers, or otherwise, shall be filled by an affirmative vote of a majority of the remaining Board of Managers, unless filled by proper action of the Members of the Company.  Each person so elected shall be a member of the Board of Managers for a term of office continuing only until the next election of the Board of Managers by the Members.

(d)Stern Participants Nominee.  For so long as the Stern Participants beneficially own Membership Interests comprising at least five (5%) percent of the outstanding Membership Interests of the Company, the Stern Participants shall have the right to appoint one Manager to the Board of Managers.

(e)FlatWorld Nominee.  For so long as FlatWorld beneficially own Membership Interests comprising at least five (5%) percent of the outstanding Membership Interest of the Company, FlatWorld shall have the right to appoint one Manager to the Board of Managers.

16

6.4General Board of Manager Provisions.

(a)Regular and Special Meetings.  Regular meetings of the Board of Managers may be held at such times and places as the majority of the Board of Managers may from time to time determine at a prior meeting or as shall be directed or approved by the written consent of all of the Board of Managers.  Special meetings of the Board of Managers may be called by the President and shall be called by the President or Secretary upon the written request of any two members of the Board of Managers.

(b)Notices.  No notice shall be required for annual or regular meetings of the Board  of Managers or for adjourned meetings, whether regular or special.  One day written notice shall be given for special meetings of the Board of Managers.  Such notice shall state the time and place, but need not state the purpose or purposes of the meeting.

(c)Quorum.  A majority of the Board of Managers then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business.  The vote of a majority of the Board of Managers present at any meeting at which there is a quorum shall be the acts of the Board of Managers or of the committee, except as a larger vote may be required by the laws of the State of Delaware.  A Manager or member of a committee designated by the Board of Managers may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with other participants.  Participation in a meeting of in this manner constitutes presence in person at the meeting.

(d)Executive and Other Committees.  The Board of Manages may, by resolution passed by a majority of the whole Board of Managers, appoint an executive committee to exercise all powers and authorities of the Board of Managers in management of the business and affairs of the Company, except that the committee shall not have the power or authority to (a) amend the Certificate; (b) adopt an agreement of merger or consolidation; (c) recommend to Members the sale, lease or exchange of all or substantially all of the Company’s property and assets; (d) recommend to Members a dissolution of the Company or revocation of a dissolution; (e) amend this Agreement; (f) fill vacancies in the Board of Managers; or (g), unless expressly authorized by the Board of Managers, authorize the issuance of Membership Interests.

(e)The Board of Mangers from time to time may, by like resolution, appoint such other committees of one or more Managers to have such authority as shall be specified by the Board of Managers in the resolution making such appointments.  The Board of Managers may designate one ore more Managers as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

17

(f)Dissents.  A Manager who is present at a meeting of the Board of Managers, or a committee thereof of which the Manager is a member, at which action on a company matter is taken is presumed to have concurred in that action unless the Manager’s dissent is entered in the minutes of the meeting or unless the Manager files written dissent to the action with the person acting as a secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Company promptly after the adjournment of the meeting.  Such right to dissent does not apply to a Manager who voted in favor of such action.  A Manager who is absent from a meeting of the Board of Managers, or a committee thereof of which the Manager is a member, at which any such action is taken is presumed to have concurred in the action unless the Manager files a written dissent with the Secretary of the Company within a reasonable time after the Manager has knowledge of the action.

(g)Compensation.  The Board of Managers, by affirmative vote of a majority of Board of Managers in office and irrespective of any personal interest of any of them, may establish reasonable compensation of Managers for services to the Company as members of the Board of Managers or officers.

(h)Action Without a Meeting.  Any action required or permitted at any meeting of the Board of Managers or committee of Board of Managers may be taken without a meeting, without prior notice and without a vote, if all of the Board of Managers or committee members entitled to vote thereon consent thereto in writing.

6.5Minority Interest Limitations on the Authority of the Board of Managers.  For so long as the Stern Participants, FlatWorld and their transferees beneficially own Membership Interests comprising at least ten (10%) percent of the outstanding Membership Interests of the Company, the Board of Managers shall take none of the following actions on behalf of the Company (and the Company shall take no action through any Subsidiary) without the prior written approval of the Minority Interests:

(a)taking or purporting to take actions in contravention of or engaging in activities inconsistent with this Agreement;

(b)entering into, amending or waiving any contract with a Member or its Affiliate with any that is not at arm’s length;

18

(c)engaging, removing or replacing the Company’s independent auditors;

(d)requiring any guarantee from any Member;

(e)declaring or making any Distribution, including any in-kind Distribution of securities or other non-cash assets, except as otherwise required by this Agreement;

(f)issuing or granting any Equity Securities or any other Membership Interests in the Company, or any securities convertible into or exchangeable for any such Equity Securities (other than as provided in this Agreement);

(g)amending or waiving any provision of this Agreement;

(h)(i) merging, consolidating or combining the Company or any Subsidiary of the Company with any other Person, (ii) selling, leasing or transferring all or substantially all of the assets of the Company or any Subsidiary of the Company, (iii) entering into any transaction or series of related transactions in which more than 50% of the voting power of the Company or any Subsidiary of the Company is disposed, or (iv) liquidating, dissolving or winding up the Company or any Subsidiary of the Company;

(i)materially changing the nature of the business of the Company or its Subsidiaries;

(j)amending or waiving any provisions of the organizational or governing documents of any Subsidiary, in a manner that adversely affects the rights of the Minority Interests;

(k)placing the Company into bankruptcy, making an assignment for the benefit of creditors or consenting to an involuntary bankruptcy or insolvency proceeding or the appointment of a receiver for the Company;

(l)redeeming Membership Units except as provided in the Operating Agreement; or

(m)creating any Subsidiary or taking any of the actions described above with respect to any Subsidiary.

6.6Chardan Limitations on the Authority of the Board of Managers.  For so long as Chardan beneficially owns Membership Interest comprising more than fifty (50%) percent of the outstanding Membership Interests of the Company, the Board of Managers shall take none of the following actions on behalf the Company (and the Company shall take no action through any Subsidiary) without the prior written approval of Chardan, with any such approval of Chardan’s Board of Directors including the approval of a majority of the members of the Board not nominated by the Stern Participants or FlatWorld.

19

(a)taking or purporting to take actions in contravention of or engaging in activities inconsistent with this Agreement;

(b)entering into, amending or waiving any contract with a Member or its Affiliate that is not at arm’s length;

(c)engaging, removing or replacing the Company’s independent auditors;

(d)requiring any guarantee from any Member;

(e)declaring or making any Distribution, including an in-kind Distribution of securities or other non-cash assets, except as otherwise required by this Agreement;

(f)issuing or granting any Equity Securities or any other Membership Interests in the Company, or any securities convertible into or exchangeable for any such Equity Securities, (other than as provided in this Agreement).

(g)amending or waiving any provision of this Agreement;

(h)(i) merging, consolidating or combining the Company or any Subsidiary of the Company with any other Person (ii) selling, leasing or transferring all or substantially all of the assets of the Company or any Subsidiary of the Company, (iii) entering into any transaction or series of related transactions in which more than 50% of the voting power of the Company or any Subsidiary of the Company is disposed, or (iv) liquidating, dissolving or winding up the Company or any Subsidiary of the Company;

(i)materially changing the nature of the business of the Company or its Subsidiaries.

(j)amending or waiving any provisions of the organizational or governing documents of any Subsidiary, in a manner that adversely affects the rights of Chardan;

(k)placing the Company into bankruptcy, making an assignment for the benefit of creditors or consenting to an involuntary bankruptcy or insolvency proceeding or the appointment of a receiver for the Company;

(l)redeeming Membership Units except as provided in the Operating Agreement;

(m)adopting, making or revoking any tax or accounting election or method for the Company or its Subsidiaries that materially adversely affects Chardan, but not the other Members;

(n)determining Value under Section 4.6, or Section 4.1(e)(2), fair market value under Sections 4.3(a) or 4.3(b)(2) if Members are contributing additional property to the Company, or fair market value or gross fair market value of property contributed by Minority Members or being distributed to Members other than on a pro rata basis, as provided in Section 10.2, the definition of “Capital Contributions” and Section 102 of Appendix B; or

20

(o)creating any Subsidiary or taking any of the actions described above with respect to any Subsidiary.

6.7Stern Participants Limitation on the Authority of the Board of Managers.  For so long as a Stern Participant beneficially owns a Membership Interest, the Board of Managers on behalf of the Company (and the Company through any Subsidiary) without the prior written approval of the Stern Participants, shall not, directly or indirectly, sell, transfer or dispose of any of the Contributed Assets (as defined in the Contribution Agreement) or any DJS LLC Interests, PTA LLC Interests or DSI LLC Interests (as defined in the Contribution Agreement) (collectively the “Newly Formed LLC Interests”) or any direct or indirect interest therein (a “Disposition”) in any transaction in which a Stern Participant or any beneficial member of a Stern Participant would recognize taxable income pursuant to Code Section 704(c) due to the difference between the Book Value of a Contributed Asset or a Newly Formed LLC Interest and a Stern Participant’s adjusted basis in the Contributed Asset or Newly Formed LLC Interest for federal income tax purposes as of the Closing Date, as defined in the Contribution Agreement. In the event the Company exchanges any Contributed Asset or Newly Formed LLC Interest for other assets in a “nonrecognition transaction” (as defined in Code Section 7701(a)(45)) (the “Exchanged Assets”) in which the Exchanged Assets are received as “substituted basis property” (as defined in Code Section 7701(a)(42)), then such Exchanged Assets shall be treated as Contributed Assets or Newly Formed LLC Interests for which they were exchanged for purposes of the provisions of this Agreement relating to a Stern Participant recognizing taxable income under Section 704(c) of the Code.

6.8FlatWorld Limitation on the Authority of the Board of Managers.  In the event the Company (or the Company through any Subsidiary), without the prior written approval of FlatWorld, shall, directly or indirectly, sell, transfer or dispose of any asset in any transaction in which FlatWorld or any beneficial member of FlatWorld would recognize taxable income pursuant to Code Section 704(c) or under a so-called “reverse” Section 704(c) principles pursuant to Treasury Regulations Section 1.704-3(a)(6)(i) due to the difference between the Book Value of such asset and FlatWorld’s adjusted basis in such asset for federal income tax purposes as of the Closing Date, as defined in the Contribution Agreement (a “Section 704(c) Gain Event”), then, notwithstanding anything in this Agreement to the contrary, FlatWorld shall have the rights as set forth in Section 5.10.  In the event the Company exchanges any asset that would be subject to this Section 6.8 for other assets in a “nonrecognition transaction” (as defined in Code Section 7701(a)(45)) (the “Exchanged Assets”) in which the Exchanged Assets are received as “substituted basis property” (as defined in Code Section 7701(a)(42)), then such Exchanged Assets shall be treated as assets deemed to have been contributed by FlatWorld on the date hereof for which they were exchanged for purposes of the provisions of this Agreement relating to FlatWorld recognizing taxable income under Section 704(c) of the Code.

21

6.9Other Duties.  

(a)Books and Records.  The Company shall keep true and complete books of account and records of all Company’s business and affairs as required by the Act.  The books of account and records shall be kept at the principal office of the Company and shall reflect all Company transactions and shall be adequate for the Company’s business and comply with applicable law and listing regulations and standards, including as it may relate to Chardan and the Stern Participants.

(b)Tax Returns.                      The Company shall timely file all required tax returns.  Such tax returns shall be signed by an officer of the Company.  Notwithstanding anything to the contrary in this Agreement, FlatWorld shall have the right to review all federal, state and local income and franchise tax returns (together, “Income Tax Returns”) for any tax year including or immediately following the Closing Date, as such term is defined in the Contribution Agreement, on which matters relating to the Tax Position are reported, the reporting on which may be affected by the terms and conditions of the Letter Agreements.

(c)Reports.  The Company will use its best efforts to furnish, or cause to be furnished, to each Member the following items (i) a quarterly financial statement of the Company (within forty-five (45) days following the end of each calendar quarter), (ii) an audited annual report consisting of an income statement for the prior Fiscal Year and a balance sheet as of the end of  the Fiscal Year ended to be furnished within ninety (90) days after the end of each Fiscal Year and (iii) Member information tax returns (Schedule K-1) fore each Fiscal Year to be furnished on or before March 8 following the end of such Fiscal Year. The Company shall provide each Member with such information as the Member reasonably requests regarding the Company’s business and operations. The Company will cooperate with Chardan in the preparation of its quarterly and annual financial statements and SEC reports and will provide requested information in a reasonably timely fashion.

(d)Bank Accounts and Investment of Funds.  All funds of the Company shall be deposited in its name in such checking accounts, savings accounts, time deposits, or certificates of deposit or shall be invested in such other manner, as shall be designated by the Board of Managers from time to time.  Withdrawals shall be made upon such signature or signatures as the Board of Managers may designate.

6.10Officers.  The day-to-day management of the Company shall be vested in the officers of the Company under the supervision of the Board of Managers.  The Board of Managers may elect or appoint a President, a Secretary and a Treasurer, and one or more Vice-Presidents, Assistant Secretaries or Assistant Treasurers.  Any two or more of the above offices, except those of President and Vice-President, may be held by the same person.  No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Certificate or this Agreement to be executed, acknowledged, or verified by two or more officers.  The initial Officers shall be those specified below:

22

President                      David J. Stern

Treasurer                      Kumar Gursahaney

Secretary                      Forrest McSurdy

(a)Term of Office, Registration and Removal.  An officer shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal.  An officer may resign by providing written notice to the Company.  The resignation is effective upon its receipt by the Company or at a subsequent time specified in the notice of resignation.  The election or appointment of an officer does not of itself create contract rights. An officer may be removed at any time by the Board of Managers for any reason or for no reason, upon notice to the officer.

(b)Vacancies.  The Board of Managers may fill any vacancies in any officer position occurring for whatever reason.

(c)Authority.  All officers, employees and agents of the Company shall have such authority and perform such duties in the conduct and management of the business and affairs of the Company as may be designated by the Board of Managers and this Agreement.

(d)President.  The President shall be the Chief Executive Officer of the Company.  The President will report to the Board of Managers and have the general powers and duties of management usually vested in the office of the president and the chief executive officer of a corporation organized under the General Corporation Laws of the State of Delaware, and will have such other powers and duties as may be prescribed by the Board of Managers or this Agreement.  He may execute any documents in the name of the Company and shall have such other powers and duties as may be prescribed by the Board of Managers; provided, however, that, in the event that the members of the Board of Managers not nominated by the Stern Participants determine in good faith by majority vote that David J. Stern, while serving as President of the Company, has a conflict of interest with respect to a matter involving the Company because of his other interests or activities, they may designate another person to represent the Company with respect to that matter.  The parties acknowledge that Mr. Stern has a conflict of interest with respect to the enforcement of the Company’s or Chardan’s rights under any Transaction Document as against, or defending against any claim brought by or on behalf of the Company, a Stern Participant or an Affiliate thereof, including under Section 12.1, and Chardan’s indemnification rights under the Master Acquisition Agreement dated December 10, 2009, the Contribution and Membership Interest Purchase Agreement dated the date hereof and the Stern Participants Tax Indemnity Agreement dated the date hereof.

23

(e)Vice Presidents.  The Vice Presidents, in order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Managers or the President may from time to time prescribe.

(f)Secretary.  The Secretary shall attend all meetings of the Members and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the Members.  The Secretary may delegate any of the duties, powers and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board of Managers.

(g)Treasurer.  The Treasurer shall have the custody of the Company funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the Company; and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the President.  The Treasurer shall render to the President, whenever he may require it, an account of his transactions as Treasurer and of the financial condition of the Company.  The Treasurer may delegate any of the duties, powers and authorities of the Treasurer to one or more Assistant Treasurers, unless such delegation is disapproved by the Board of Managers.

(h)Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in case of the Secretary’s absence or disability.  The Assistant Treasurers, in order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in case of the Treasurer’s absence or disability.  The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the President may prescribe.

(i)Reliance.  In exercising their authority and performing their duties under this Agreement, the officers shall be entitled to rely on information, opinions, reports or statements of (a) one or more employees or other agents of the Company or in subordinates whom the officer reasonably believes to be reliable and competent in the matters presented, and (b) any attorney, public accountant or other Person as to matters which the officer reasonably believes to be within such Person’s professional or expert competence, unless they have actual knowledge concerning the matter in question that would cause such reliance to be unwarranted.

7.           Members.

7.1Rights of the Members.  Except as otherwise expressly provided in this Agreement, the Members shall have no right to take part in, vote on, or interfere in any manner with the management, conduct or control of the Company or its business, and shall have no right or authority whatsoever to act for or on behalf of the Company.

24

7.2Voting Rights.

(a)Right to Vote.  All Members shall be entitled to vote on any matter submitted to a vote of the Members by the Board of Managers, any matter requiring the vote of Members entitled to vote under the Act, and as otherwise conferred, expressly or by implication, by this Agreement.  Voting rights shall be determined on a Membership Unit basis, such that each Member is entitled to one vote for each Membership Unit held by a Member.

(b)Required Vote.  When an action is to be taken by a vote of the Members, it shall be authorized by a Majority Interest, unless a greater vote is otherwise required by the laws of the State of Delaware or this Agreement.

(c)Member Meetings.  Meetings of the Members may be called by the Board of Managers or the President and shall be called by the President or Secretary at the written request of Members holding a Majority Interest, provided, however, that meetings of the Members shall not otherwise be required.  The request shall state the purpose or purposes for which the meeting is to be called.

7.3Consent.  The Members may take any action required or permitted to be taken at a meeting of the Members without a meeting, without prior notice, and without a vote, if Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote on the action were present and voted, consent in writing to the action so taken.  Every written consent will bear the date and signature of each Member who signs the consent.  The Company will notify promptly all Members who have not consented in writing to such action whenever the Members take an action without a meeting and without unanimous consent.  The Company shall maintain the consents received from Members in its books and records.

7.4Notice of Meetings.  Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of Members shall be given not less than ten (10) nor more sixty (60) days before the date of the meeting to each Member entitled to vote at the meeting, either personally or by mailing such notice to his last address as it appears on the books of the Company.  No notice need be given of an adjourned meeting of Members provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting.  However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each Member of record on the new record date entitled to notice as provided in this Agreement.

7.5Waiver of Notice.  Notice of the time, place and purpose of any meeting of Members may be waived by telecopy, fax,  electronic mail or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Delaware.  Attendance of a person at any meeting of the Members, in person or by proxy, constitutes a waiver of notice of the meeting except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Additionally, a Member’s attendance at a meeting will result in the waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

25

7.6Record Dates.  

(a)For the purpose of determining Members entitled to notice of and to vote at a meeting of Members or an adjournment of a meeting, the Board of Managers may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the Board of Managers.  The date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting.  If a record date is not fixed, the record date for determination of Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which the meeting is held.  When a determination of Members of record entitled to notice of or to vote at a meeting of Members has been made as provided in this section, the determination applies to any adjournment of the meeting, unless the Board of Managers fixes a new record date under this section for the adjourned meeting.

(b)For the purpose of determining Members entitled to express consent to or to dissent from a proposal without a meeting, which shall not precede the date on which the resolution fixing the record date is adopted by the Board of Managers.  If a record date is not fixed and prior action by the Board of Managers is required with respect to the action to be taken without a meeting, the record date shall be the close of business on the day on which the resolution of the Board of Managers is adopted.  If a record date is not fixed and prior action by the Board of Managers is not required, the record date shall be the first date on which a signed written consent is delivered to the Company.

(c)For the purpose of determining Members entitled to receive payment of a distribution, or allotment of a right, or for the purpose of any other action, the Board of Managers may fix a record date which shall not precede the date on which the resolution fixing the record date is adopted by the Board of Managers.  The date shall not be more than sixty (60) days before the payment of the distribution or allotment of a right or other action.  If the record date is not fixed, the record date shall be the close of business on the day on which the resolution of the Board of Managers relating to the action is adopted.

(d)Only such Members as shall be Members of record on the date so fixed or otherwise determined shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal, or to participate in any other action, as the case may be, notwithstanding any transfer of any Membership Interests on the books of the Company, or otherwise, after any such record date.

26

7.7List of Members.  The Secretary of the Company or the agent of the Company having charge of the records for the Membership Interests of the Company shall make and certify a complete list of the Members entitled to vote at a Members meeting or any adjournment thereof.  This list shall (a) include the address of, and type and number Units of each Membership Interest held by, each Member, and (b) be produced at the time and place of the meeting, (c) be subject to inspection by any Member during the whole time of the meeting, and (d) be prima facie evidence as to who are the Members entitled to examine the list or vote at the meeting.

7.8No Cessation of Membership Upon Bankruptcy.  A Person will not cease to be a Member upon the happening, with respect to such Person, of any of the events specified in §18-304 of the Act.  Upon the occurrence of any event specified in §18-304 of the Act with respect to a Member, the business of the Company will be continued pursuant to the terms hereof without dissolution.

7.9Quorum.  Unless a greater or lesser quorum is required by the Act, the Members present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a Majority Interest shall constitute a quorum at the meeting; provided, however, with respect to any matter to be presented at such meeting requiring approval of the Members holding Series A Preferred Units, a quorum shall require the presence, whether in person or by proxy, of Members holding a majority of the outstanding Series A Preferred Units.  Whether or not a quorum is present, a meeting of Members may be adjourned by the President or by a vote of the Holders of a majority of the Membership Interests of the Company.  A Member may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with the other participants.  Participation in a meeting in this manner constitutes presence in person at the meeting.

7.10Proxies.  A Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize other persons to act for the Member by proxy.  A proxy shall be signed by the Member or the Member’s authorized agent or representative and shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy.  A proxy is revocable at the pleasure of the Member executing it except as otherwise provided by the laws of the State of Delaware.  Without limiting the manner in which a Member may authorize another person or persons to act for him or her as proxy, the following methods constitute a valid means by which a Member may grant authority to another person to act as proxy:

(a)The execution of a writing authorizing another person or persons to act for the Member as proxy.  Execution may be accomplished by the Member or by an authorized officer, director, employee, or agent signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature.

27

(b)Transmitting or authorizing the transmission of a telecopy, fax, electronic mail, or other means of electronic transmission to the person who will hold the proxy or to the Company, a proxy solicitation firm, proxy support service organization, or similar agent fully authorized by the person who will hold the proxy to receive that transmission.  Any fax, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telecopy, fax, electronic mail, or other electronic transmission is determined to be valid, and the persons making the determination shall specify the information upon which they relied.

A copy, fax, electronic mail, or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, or other reproduction is a complete reproduction of the entire original writing or transmission.

7.11Additional Members.  No additional Members shall be admitted to the Company, except pursuant to Article 8. Except as otherwise provided in the next sentence, the Company may elect to deal only with Persons so admitted as Members (including their duly authorized representatives).  The Company will not be required to deal with any other Persons (other than with respect to Distributions to assignees pursuant to assignments in compliance with Article 8) merely because of an assignment or transfer of an Economic Interest to such Person.  Any Distribution by the Company to the Person shown on the Company’s records as a Member or its legal representative, or to the assignee of the right to receive Company Distributions as provided herein, will relieve the Company of all liability to any other Person who may be interested in such Distribution by reason of any other assignment by the Member or for any other reason.

7.12Related-Party Transactions.  The Company may engage any Member, Officer or persons or firms affiliated or associated with any Member or Officer for specific purposes and may otherwise deal with them on the terms and for the compensation established by the Board of Managers, provided that such terms and conditions are arm’s length. The Members acknowledge and approve the agreements set forth in Appendix D.

7.13Other Interests of Members.  A Member may have other business interests, including those which compete with the Company.  Neither the Company, a Manager nor any Member shall have the right to share or participate in such other interests of the Member.

7.14Inspection Rights.  The Members (and their respective officers, attorneys, accountants and other authorized representatives) shall enjoy free and full access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records of the Company, so that such Members may have the opportunity to make any reasonable investigation they desire to make of the management, business, properties, and affairs of the Company; provided that any such Member owns Membership Interests.

28

7.15Consent Rights of Holders of Series A Preferred Units.  Without the approval of the Members holding a majority of the outstanding Class A Preferred Units at the time of the action taken, the Company shall not, and shall cause its Subsidiaries not to:

(a)amend or waive any provision of this Agreement, or the organizational or governing documents of any Subsidiary in a manner that adversely affects the rights of Holders of the Class A Preferred Units; or

(b)authorize, issue or enter into any agreement providing for (i) the issuance (contingent or otherwise) of any Equity Securities (or any securities convertible into or exchangeable for any Equity Securities) with preferences on Distributions senior to or on parity with the Series A Preferred Units, (ii) the issuance of Series A Preferred Units, including by way of splits or subdivisions thereof, or (iii) the issuance (contingent or otherwise) of any equity securities (or any securities convertible into or exchangeable for such equity securities) by any Subsidiary of the Company other than to the Company.

8.           Transfer of Units.

8.1Transfer of Units.  Subject to the following sentences and Sections 8.6 and 8.7, the Members may Transfer all or any portion of their respective Units only to a Permitted Transferee.  Except with the written approval of the Minority Interest, which approval may be withheld in their sole discretion, Chardan may not Transfer all or any portion of its Units to any Person, by operation of law or otherwise.  Upon any Transfer by a Member in violation of this Section 8.1, the other Members may pursue all legal remedies available to them as a result of such Member’s breach of this Agreement.

8.2Rights of Assignees.  Until such time, if any, as a transferee of any Transfer under Section 8.1 is admitted to the Company as a substitute Member pursuant to Section 8.3, such transferee shall be only a Holder of an Economic Interest; provided, however, that a Permitted Transferee shall automatically become a substitute Member effective upon such Transfer.

8.3Actions Following Transfers.  The Company shall not recognize any Transfer of Units unless all reasonable out-of-pocket costs incurred by the Company to effect such Transfer have been paid by the transferor and there is filed with the Company a written and dated notification of such Transfer, in form and substance satisfactory to the Company, executed and acknowledged by the transferor and the transferee and such notification (a) contains the agreement by the transferee to be bound by all the terms and conditions of this Agreement and (b) represents that such Transfer was made in accordance with all applicable securities laws and regulations.  Thereafter, the transferee shall be admitted by the Company as a Substitute Member.  The transferee of all of a Unit who becomes a substitute Member will succeed to all of the Capital Account of the transferor of such Unit, as the case may be, including all adjustments made thereto, and will have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement holding the same class of Units.  Admission of a substitute Member will become effective on the date such Person’s name is recorded on the books and records of the Company.  Upon the admission of a substitute Member: (x) the Company will amend Appendix C to reflect the name and address of, and number and class of Units held by, such substitute Member and to eliminate or adjust, if necessary, the name, address and Units of the predecessor of such transferee Member; and (y) to the extent of the Transfer to such substitute Member, the transferor Member will be relieved of its obligations under this Agreement.

29

8.4Effect on Distributions.  Any Member or Holder who Transfers all of its Units in a Transfer permitted pursuant to this Article 8 will cease to be a member of the Company.  All Distributions with respect to which the Distribution Date is before the date of a Transfer in accordance with this Article 8 will be made to the transferor Member or Holder, and all Distributions with respect to which the Distribution Date is after the date of such Transfer will be made to the substitute Member or Holder.

8.5Unauthorized Transfers.  To the fullest extent permitted by law, any purported Transfer by a Member or other Holder of a Unit that does not comply with Section 8.1 or is not recognized by the Company under Section 8.3 will be null and void ab initio and shall not be recognized by the Company, and the transferee under such purported Transfer will acquire no title or ownership thereby but will hold such Units for the benefit of the other Members.

8.6Pledge of Units.  Subject to Section 8.7, notwithstanding anything in this Agreement to the contrary, a Member or Holder will be entitled to pledge its Units as security for a loan or other financing, or enter into a collar, a straddle, a futures or forward contract, a call or put option or other hedging transaction with respect to its Units, provided, however, for a one year period beginning from the Closing Date, no Member or Holder may pledge or enter into any hedging transaction that could involve a transfer of Units.  In the event such pledge or hedging transaction results in a transfer of Units to other than a Permitted Transferee, the Holder of such Units shall be deemed to have required those Units to be Exchanged, pursuant to Section 4.6, for Chardan Ordinary Shares or Chardan Series A Preferred Shares, as the case may be.

8.7Restrictions on Transfer.  Notwithstanding any other provision of this Agreement, (a) no Member shall Transfer any Units, or any interest therein, and (b) neither the Company nor any Member shall enter into any financial instrument or contract the value of which is determined in whole or in part by reference to the Company and which would be treated as an “interest in a partnership” for purposes of Treasury Regulation Section 1.7704-1(a)(2), if the effect of such Transfer, or of such financial instrument or contract, would be to cause, or create a material risk of causing, (i) the Company to be classified as a publicly traded partnership within the meaning of Section 7704 of the Code, or (ii) the Company to terminate for federal income tax purposes.  In furtherance of the foregoing, unless otherwise consented to by the Stern Participants and the Board of Managers in writing in their sole discretion, no Member shall Transfer a Unit or interest therein if such Transfer would cause the Company to not satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (1), (g), (h) and (j), relating to publicly traded partnerships.  If the Company has one hundred (100) or more Members (including the partners, beneficiaries or shareholders of a Member (other than Chardan)) if the Board of Managers reasonably deems them to be “partners” as such term is used under Section 1.7704-1 (based on written advice from the Company tax accountants filing the Company’s Tax Returns), the Board of Managers may require, as a condition to recognizing any Transfer of any Unit or any interest therein, that the Member requesting such Transfer provide to the Company an opinion of counsel to the Member, to the effect that such Transfer meets one or more of such safe harbors or otherwise will not cause the Company to be treated as a publicly traded partnership for purposes of Section 7704 of the Code.  

30

The Company will cooperate with such counsel by providing information and written representations (if factually true) to such counsel in connection with such opinion.  If the Board of Managers reasonably believes a Transfer may cause the Company to terminate for federal income tax purposes, the Board of Managers may require, as a condition to recognizing any Transfer of any Unit or interest therein, that the Member requesting such Transfer provide an opinion of counsel to the Member by a counsel and a form reasonably acceptable to the Company to the effect that such Transfer will not cause the Company to terminate for federal income tax purposes.  Except as otherwise provided above, the Company will cooperate with such counsel by providing information and written representations (if factually true) to such counsel in connection with such opinion.  The costs of any such opinion required by the Board of Managers shall be borne solely by the Member seeking to make a Transfer.  To the fullest extent permitted by law, any Transfer made in violation of this Section 8.7 shall be null and void ab initio and shall not be recognized by the Company.  Notwithstanding the foregoing, this Section 8.7 shall not preclude, and no opinion shall be required in connection with, (i) the Transfer of Units to Chardan pursuant to Section 4.6 or (ii) the Transfer of Units held by FlatWorld to the FlatWorld Owners, provided such Transfer results in a carryover basis in the Units in the hands of the FlatWorld Owners receiving such Units.

9.           Chardan Covenants

9.1Limitations on Chardan.  From and after the date of this Agreement, without the consent of the Minority Interest and the members of the Board not nominated by the Stern Participants or FlatWorld, except in the case of Section 9.1(f) below, in which case the approval of a majority of the independent members of the Board is required rather than the members of the Board not nominated by the Stern Participants and FlatWorld, Chardan shall not:

(a)issue any series of shares or other exchangeable or convertible securities unless such shares or securities are Chardan Ordinary Shares or are convertible into or exchangeable or exercisable for Chardan Ordinary Shares;

(b)issue any Series A Preferred Shares or options, warrants or other securities convertible into or exchangeable or exercisable for Series A Preferred Shares, including by way of splits or subdivisions thereof, except as expressly set forth in this Agreement;

(c)amend or waive any provisions of Chardan’s Memorandum and Articles of Association in a manner that adversely affects the Members of the Company;

31

(d)authorize, issue or enter into any agreement providing for (i) the issuance (contingent or otherwise) of any equity securities of Chardan (or any securities convertible into or exchangeable or exercisable for any equity securities of C) with preferences on distributions senior to or on parity with the Series A Preferred Shares, or (ii) the issuance (contingent or otherwise) of any such equity securities (or any securities convertible into or exchangeable or exercisable for such equity securities) by any Subsidiary of Chardan other than to Chardan;

(e)amend the Chardan Warrants or waive any of Chardan’s rights under the Chardan Warrants;

(f)make grants or awards of Chardan Ordinary Shares to employees, non-employees, directors, consultants, or other third-parties in compensation for services, except pursuant to Chardan’s 2009 Equity Incentive Plan, as in effect on the date of this Agreement;

(g)transfer Units held by it;

(h)issue any Chardan Ordinary Shares at a price less than the value of a Chardan Ordinary Share on the date of such issuance or any rights, options or warrants (or other securities or rights convertible into, exchangeable for or exercisable for Chardan Ordinary Shares) to subscribe for or to purchase or to otherwise acquire Chardan Ordinary Shares (or other securities or rights convertible into, exchangeable for or exercisable for Chardan Ordinary Shares) at a price per share less than the Value of a share of Chardan Ordinary Shares on the date of such issuance;

(i)issue any Common Units or Unit Rights at a price (or price per interest) less than the Value of a Chardan Ordinary Share on the date of such issuance; or

(j)create any Subsidiary or take any of the actions described above with respect to any Subsidiary.

9.2Chardan Covenants.  Chardan shall take the following actions:

(a)call the Chardan Warrants at the earliest time permitted under the Chardan Warrants;

(b)exercise the DAL Warrants or Employee Incentive Units within five (5) Business Days following the month in which the corresponding Chardan warrant or option was exercised, or, if the amount of proceeds received by Chardan from the exercise of warrants or options exceeds $1,000,000 in a month, within five (5) Business Days after the proceeds reach this level; or

32

(c)promptly distribute to its shareholders any distribution received from the Company promptly after receiving such funds, less taxes and other expenses paid or payable by Chardan to its shareholders of record on the date of receipt by Chardan of such distribution.

9.3Devotion of Time; Company Opportunities.  Provided the Company pays or provides the required funds to Chardan, Chardan shall devote all of its time and business efforts to the following (collectively the “Chardan Permitted Activities”) and shall engage in no other business or conduct any other activities, except as follows:

(a)promoting the business and interests of the Company, including (i) conducting Chardan Capital Transactions in furtherance of the business of the Company, (ii) issuing securities under equity incentive plans to officers, directors, employees and consultants of the Company (subject to receipt of property of equal value by the Company), and (iii) fulfilling Chardan’s obligations under this Agreement and Chardan’s other agreements with the Company, as the same may be amended, modified or supplemented;

(b)holding the Common Units (or securities convertible into or exercisable for the Common Units) and enforcing, fulfilling and managing Chardan’s rights, duties, liabilities and obligations as a Member holding Common Units (or securities convertible into or exercisable for the Common Units);

(c)maintaining Chardan’s status as a public reporting company with publicly traded securities, including (i) preparing public filings and registration statements, (ii) registering securities of Chardan for public sale, (iii) arranging for accounting, audit and related services for Chardan’s financial statements, (iv) communicating with and providing reports to Chardan shareholders, and (v) handling investor and public relations;

(d)prosecuting, enforcing, exploiting, defending, settling, fulfilling and managing Chardan’s rights, duties, liabilities and obligations arising in, under or from any of such securities as Chardan may issue;

(e)conducting Chardan Capital Transactions solely to fund activities of Chardan that are not provided for or reimbursed by the Company, provided that such activities constitute Chardan Permitted Activities other than under this paragraph (e);

(f)complying with all Legal Requirements that Chardan is or may become subject to; and

(g)doing everything necessary, suitable, convenient or proper for, or in connection with, or incident to, the accomplishment of any of the foregoing activities.

33

10.           Dissolution And Winding Up.

10.1Dissolution.  The Company may be dissolved upon the occurrence of any of the following events:

(a)by the written consent of Board of Managers with the prior written consent of the Majority Interest and Minority Interest;

(b)The sale or other disposition by the Company of all or substantially all of the property of the Company;

(c)The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom, or

(d)The entry of a decree of judicial dissolution of the Company pursuant to the Act.

10.2Winding Up.  

(a)Upon dissolution, the Board of Managers shall proceed to liquidate with reasonable promptness the Company’s business.  The Board of Managers shall make a full accounting of Company assets and liabilities, shall cause the Company assets to be liquidated in an orderly fashion and any proceeds derived therefrom (or distributed in kind) shall be allocated and distributed as follows:

(1)first, to the payment of all taxes, debts and other obligations and liabilities of the Company and the necessary expenses of liquidation; provided, however, that all debts, obligations and other liabilities of the Company as to which personal liability exists with respect to any Member shall be satisfied, or a reserve shall be established therefor, prior to the satisfaction of any debt, obligation or other liability of the Company as to which no such personal liability exists; and provided, further, that where a contingent debt, obligation or liability exists, a reserve, which shall be distributed only upon the termination of such contingency, shall be established to satisfy such contingent debt, obligation or liability;

(2)then, to the Members in proportion to, and to the extent of, their positive Capital Accounts (after taking into account the allocation of income or loss as provided in Section 5.2 and Appendix B).

(b)If Company assets are distributed in kind, the assets so distributed shall be valued at their current fair market values and the unrealized appreciation or depreciation in value of the assets shall be allocated to the Members’ Capital Accounts in the manner described in Section 5.2 and Appendix B as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with their respective positive Capital Accounts as so adjusted.

34

(c)To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Board of Managers, convey those assets to a trust or other suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof distributed to the Members at a future date.  The legal form of the holding entity, the identity of the trustee or other fiduciary, and the terms of its governing instrument shall be determined by the Board of Managers with the prior written consent of the Minority Interest.

(d)The Company shall use reasonable efforts to distribute the proceeds from a liquidation in the same calendar year in which the sale of Company assets occurs.

11.           Exculpation and Indemnification; Other Matters

11.1Performance of Duties; Liability of Members.  Except as provided in this Agreement, neither the Managers nor the Members shall be liable to the Company or any Member or any other Person bound by this Agreement for any loss or damage sustained by the Company or the Managers or a Member, unless the loss or damage shall have been the result of actually proven fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by such Manager or Member.  The Manager shall perform its managerial duties in good faith, in a manner that it reasonably believes to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

11.2Exculpation and Indemnification.  The Company (a) will defend, indemnify, protect and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such Person (i) is or was a Member, a Manager or an officer of the Company or that, being or having been such a Member, Manager, or officer of such parties, such Person is or was serving at the request of the Company as a manager, director, officer, employee, consultant or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or (ii) is or was an officer, director, member, employee, consultant or other agent of an Affiliate of the Company and (b) may defend, indemnify, protect and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such Person is or was an employee, consultant or agent of the Company or an Affiliate of the Company (all such Persons specified in subsections (a) and (b) being referred to hereinafter as a “Covered Person”), to the fullest extent permitted by applicable law in effect on the Effective Date and to such greater extent as applicable law may hereafter from time to time permit; provided, however, that any such Covered Person will not be entitled to indemnification hereunder if the loss or damage was the result of fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by such Covered Person.  

35

The foregoing defense, indemnification and hold harmless obligation will extend to (x) any cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties, and (y) legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the specified Person as a result of such threatened, pending or completed action, suit or proceeding which shall be paid by the Company when due (“Losses”); provided, however, that such Covered Person may be required to repay such expenses if it is determined by agreement between such Covered Person and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to this Section 11.2.  The Company will be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Covered Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Board of Managers deems appropriate in its business judgment.  The indemnification rights set forth herein will be in addition to, and will not be exclusive of, any other rights to which such Covered Person may be entitled by contract or otherwise under applicable law.

11.3Notice; Procedures.  Promptly after receipt by a Covered Person of notice of the commencement of any proceeding against such Covered Person, such Covered Person will, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such proceeding, provided, that the failure of a Covered Person to give notice as provided herein will not relieve the Company of its obligations under Section 11.2, except to the extent that the Company is materially prejudiced by such failure to give notice.  In case any such proceeding is brought against a Covered Person (other than a proceeding by or in the right of the Company), after the Company has acknowledged in writing its obligation to indemnify and hold harmless the Covered Person, the Company will be entitled to assume the defense of such proceeding; provided, however, that: (a) the Covered Person will be entitled to participate in such proceeding and to retain its own counsel at its own expense; and (b) if the Covered Person will give notice to the Company that in its good faith judgment certain claims made against it in such proceeding could have a material adverse effect on the Covered Person or its Affiliates other than as a result of monetary damages, the Covered Person will have the right to control (at its own expense and with counsel reasonably satisfactory to the Company) the defense of such specific claims with respect to the Covered Person (but not with respect to the Company or any other Member); provided, further, that if a Covered Person elects to control the defense of a specific claim with respect to such Covered Person, such Covered Person will not consent to the entry of a judgment or enter into a settlement that would require the Company (or any other Member) to pay any amounts under Section 11.2 without the prior written consent of the Company (and such other Member), such consent not to be unreasonably withheld.  After notice from the Company to such Covered Person acknowledging the Company’s obligation to indemnify and hold harmless the Covered Person and electing to assume the defense of such proceeding, the Company will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof.  Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the proceeding and claims asserted therein.

36

11.4Insurance.  The Company will have the power to purchase and maintain insurance on behalf of any Person who is or was a Covered Person against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as a Covered Person, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Section 11.2 or under applicable law.  The Company will obtain and maintain such insurance policies covering the Members, Manager and officers of the Company as are, in the good faith determination of the Board of Managers, consistent with its exculpation and indemnification obligations set forth herein.  The coverage amounts and other terms of each of the insurance policies will be determined and/or changed by the Company from time to time, provided, that the Members, Managers and officers of the Company will be listed as named insureds.

12.           Miscellaneous Provisions.

12.1Amendments.  Except as otherwise provided in this Section 12.1, all amendments to this Agreement shall be in writing and shall not be effective unless approved by Members holding a majority of the outstanding Common Units and a majority of the outstanding  Series A Preferred Units; provided, however, that (a) any amendment that adversely affects the rights of Holders of Series B Preferred Units shall not be effective unless also approved by Members holding a majority of the outstanding Units of Series B Preferred Units, (b) any such amendment which disproportionately disadvantages one Member relative to another Member of the same series shall not be effective without the written concurrence of such disadvantaged Member, and (c) (i) any amendments to Section 4.3(b) (Contributions by Chardan), Section 4.6 (Exchange Rights of Holders of Common Units and Series A Preferred Units), Section 4.9 (Issuance of Employee Incentive Units), Section 5.8 (Payment of Chardan Operating Expenses), Section 6.6 (Chardan Limitations on the Authority of the Board of Managers), Article 8 (Transfer of Units), Section 9.1 (Limitations on Chardan), Section 9.2 (Chardan Covenants), Section 9.3 (Devotion of Time; Company Opportunities), or Appendix B Section 118 (Section 704(c) Allocations and Section 120 (Warrants or Options) must be approved by Chardan; (ii) any amendments to Section 4.6 (Exchange Rights of Holders of Common Units and Series A Preferred Units), Section 5.5 (Tax Matters for Company Handled by Tax Matters Partner), Section 5.9 (Consistent Reporting), Section 5.10 (Letter Agreements), Section 6.3(e) (FlatWorld Nominees), Section 6.5 (Minority Interest Limitations on the Authority of the Board of Managers), Section 6.8 (FlatWorld Limitations on the Authority of the Board of Managers), Section 6.9(b) Tax Returns, Article 8 (Transfer of Units), Section 12.3 (Entire Agreement), Section 12.7 (Valuation Dispute), Appendix B Section 118 (Section 704(c) Allocations) and Section 120 (Warrant or Options), and the Capital Contribution amount for FlatWorld set forth on, or the footnotes to, Appendix C must be approved by FlatWorld; and (iii) any amendments to Section 4.6 (Exchange Rights of Holders of Common Units and Series A Preferred Units), Section 5.5 (Tax Matters for Company Handled by Tax Matters Partner), Section 6.3(d) (Stern Participant Nominees), Section 6.5 (Minority Interest Limitations on the Authority of the Board of Managers), Section 6.7 (Stern Participants Limitation on the Authority of the Board of Managers), Article 8 (Transfer of Units), Appendix B Section 118 (Section 704(c) Allocations) and Section 120 (Warrant or Option) and the Capital Contribution amount for the Stern Participants set forth on, or the footnotes to, Appendix C must be approved by the Stern Participants. Amendments to Appendix C following any issuance, redemption, repurchase, reallocation or Transfer of Units in accordance with this Agreement, and any amendments made pursuant to Appendix B (other than Section 118 (Section 704(c) Allocations) or Section 120 (Warrant or Option) or Appendix C may be made by the Company with the consent of the Members holding a majority of the outstanding Series A Preferred Units.

37

12.2Investment Representation.  Each Member represents and warrants to each other and to the Company that it is acquiring its respective interest in the Company for its own personal account for investment, and without a view to transferring, reselling, or distributing such interest.  In addition, no Member shall sell or dispose of his interest in the Company in a manner that violates any Federal or state securities laws.  Each Member shall indemnify and hold the Company harmless from and against all liability, costs and expenses, including reasonable attorneys’ fees, incurred by the Company or the Members, as a result of a breach of the representations and warranties made in this Section by such Member.

12.3Entire Agreement.  Subject to the terms and conditions of Section 5.10, this Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement and may be modified only as provided herein.  No representations or oral or implied agreements have been made by any party hereto or his agent, and no party to this Agreement relies upon any representation or agreement not set forth in it.  This Agreement supersedes any and all other agreements, either oral or written, by and among the Company and its Members relating to the subject matter of this Agreement, other than as provided in Section 5.10.

12.4Jurisdiction.  Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Florida in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.  Each Member further agrees that, to the fullest extent permitted by law, personal jurisdiction over him, her or it may be effected by service of process by registered or certified mail addressed as provided in Appendix C of this Agreement, and that when so made will be as if served upon him, her or it personally.  EACH OF THE MEMBERS HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RELATING TO THE COMPANY OR ITS OPERATIONS.

12.5Partition.  Each Member and Holder irrevocably waives any right that it may have to maintain an action for partition with respect the property of the Company.

12.6Notices.  All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if (a) physically delivered, telephonically transmitted by telecopier, fax or other similar means, (b) one (1) day after having been delivered to Federal Express or other delivery courier for next day delivery, with proof of delivery to the recipient received by the courier in the form of a signature of recipient, (c) three (3) days after having been deposited in the United States Mail, as certified mail with return receipt requested and with postage prepaid, or (d) transmitted by electronic mail or similar means, provided that a physical copy is subsequently delivered by means described in (a), (b) or (c) above, addressed to the Members at the addresses listed in Appendix C.  The addresses and other information so indicated for any Member may be changed by a Member by written notice to the Company.

38

12.7Valuation Disputes.  As provided in this Section 12.7, Members, other than Chardan, (the “Minority Members”) may dispute any determination by the Board of Managers of (a) the Value as determined by the Board of Managers under the definition of Value; (b) gross fair market value; or (c) a determination under Section 4.3(a), in each case, if the determination directly impacts Units held by them (any of the foregoing determinations, a “Manager Determination”).  Promptly following any Manager Determination, the Company shall provide the Minority Members holding Units impacted by the Manager Determination (“Impacted Minority Members”) with written notice of that determination in reasonable detail, including its calculations thereof.  If any of the Impacted Minority Members dispute the Manager Determination, they shall notify the Manager in writing of that dispute within thirty (30) days after delivery of the calculation of the Manager Determination and any reasonably requested supporting information, which notice shall describe the nature of their dispute and their calculation of the relevant fair market value or Value, as the case may be, applicable to the Manager Determination.  During the thirty (30) day period of its review, the Impacted Minority Members will have reasonable access to any documents, schedules or other information used by the Company in making the Manager Determination.  The Impacted Minority Members and the Board of Managers agree to negotiate in good faith to resolve any dispute regarding the Board of Managers determination.  If the Impacted Minority Members and the Board of Managers are unable to resolve all disputes within thirty (30) days after the Impacted Minority Members’ delivery to the Board of Managers of written notice of that dispute, then the dispute will be submitted for final and binding resolution to an independent third party accounting firm or appraiser (the “Arbitrator”) selected by a person designated by the Impacted Minority Member who own a majority of the Membership Units held by all Impacted Minority Members (the “ Impacted Minority Interest Representative”) and the Board of Managers in good faith.  If the parties cannot agree on an Arbitrator, the parties shall each choose a proposed Arbitrator and such two proposed Arbitrators shall choose a third Arbitrator who shall act as sole Arbitrator.  The Arbitrator will resolve the matter in accordance with the terms and provisions of this Agreement.  The Arbitrator will deliver to the Impacted Minority Interest Representative and the Manager as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such dispute determined in accordance with the terms of this Agreement.  The Arbitrator shall select as a resolution the position of either the Impacted Minority Members or the Board of Managers for each issue in dispute and may not impose an alternative resolution.  The Arbitrator shall make its determination based exclusively on presentations and supporting material provided by the parties and not pursuant to any independent review.  The determination of the Arbitrator shall be final and binding on the Members and Company.  The fees, expenses and costs of the Arbitrator shall be paid by the Company.

39

12.8Further Execution.  Upon request of the Company from time to time, the Members shall execute and swear to or acknowledge any amended Certificate and any other writing which may be required by any rule or law or which may be appropriate to the effecting of any action by or on behalf of the Company or the Members which has been taken in accordance with the provisions of this Agreement.

12.9Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.  None of the provisions of this Agreement shall be construed as for the benefit of or as enforceable by any creditor of the Company or the Members or any other person not a party to this Agreement.

12.10Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.  The Company shall have custody of counterparts executed in the aggregate by all Members.

12.11Interpretation and Construction.

(a)Consistency With Act and Regulations.  All terms (whether or not capitalized) used in this Agreement and not defined in Appendix A, Appendix B, or Appendix C, or elsewhere in this Agreement shall have the meaning ascribed to such term and be construed in accordance with the Act and the Regulations, unless the context clearly requires a different interpretation.

(b)Delaware Law to Control.  The validity and interpretation of, and the sufficiency of performance under, this Agreement shall be governed by Delaware law, without regard to its conflicts of law rules.

(c)Arrangement and Classification.  This Agreement is divided into articles, and sometimes further subdivided into sections, subsections, paragraphs, subparagraphs and clauses, in that order of subdivision.  The division of this Agreement into subdivisions is for convenience only.  No inference, implication or presumption shall be drawn or made because of the location or grouping of any particular subdivision of this Agreement.

(d)Captions.  All captions are for convenience only, do not form a substantive part of this Agreement and shall not restrict or enlarge any substantive provisions of this Agreement.

40

(e)Severability.  The invalidity or unenforceability of any provision of this Agreement in a particular respect shall not affect the validity and enforceability of any other provision of this Agreement or of the same provision in any other respect.

(f)Number.  The singular form of any word used in this Agreement shall include the plural and vice versa.

(g)Gender.  The use in this Agreement of any word of any gender shall include correlative words of all genders.

(h)Including. The term “including” shall mean including without limitation.

(i)Timeliness. If any action is required to be taken or notice is required to given on or by a particular day and such day is not a Business Day, such action or notice shall be considered timely if it is taken or given on or before the next Business Day.

(j)Amendments. Except as otherwise expressly provided herein, all references in this Agreement to an agreement, document, certificate, or other written instrument shall be considered a reference to such agreement, document, certificate or instrument, in each case together with all exhibits, schedules, attachments and appendices thereto and as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.  Except as otherwise expressly provided herein, all references in this Agreement to any law, statute, rule or regulation shall be considered a reference to such law, statute, rule or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time, including any successor thereto.

41

IN WITNESS WHEREOF, each of the parties has executed this Amended and Restated Limited Liability Company Agreement as of the date first set forth above, agrees to be bound by this Agreement.

DAL GROUP, LLC

By:  FLATWORLD DAL LLC, its Member

By:          NAGINA ENGINEERING INVESTMENT

CORP., its Member

By:_______________________________________

Name: Raj K. Gupta

Title:   President

MEMBERS

CHARDAN 2008 CHINA ACQUISITION CORP.

By:          ______________________________

Kerry Propper

Chief Executive Officer

PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.

By:           ______________________________

David J. Stern, President

FLATWORLD DAL, LLC

By:             FORTUNA CAPITAL PARTNERS LP, itsMember

By:           FORTUNA CAPITAL CORP., its GeneralPartner

By:  __________________________________

Name:  Jeffrey A. Valenty

Title:     President

FORTUNA CAPITAL PARTNERS LP

By:             FORTUNA CAPITAL CORP., its GeneralPartner

   By:       ________________________________

   Name:  Jeffrey A. Valenty

   Title:    President

42

APPENDIX A

As used in this Agreement, the following terms shall have the following meanings:

The “Act” means the Delaware Limited Liability Company Act being 6 Del. C. § 18-101 et seq..

“Additional Capital Contribution” is defined in Section 4.3(a).

“Adjustment Factor” means 1.0; provided, however, that in the case of the Adjustment Factor as it applies to the Exchange of Common Units, if a Chardan Ordinary Share Division occurs, then the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor in effect immediately prior to such event by a fraction, (a) the numerator of which shall be the number of shares of Chardan Ordinary Shares issued and outstanding on the record date for such Chardan Ordinary Share Division, plus shares of Chardan Ordinary Shares issuable under Chardan Series A Preferred Shares outstanding on the Effective Date that remain outstanding on the record date for such Chardan Ordinary Share Division, (assuming for such purposes that such Chardan Ordinary Share Division has occurred as of such time), and (b) the denominator of which shall be the actual number of shares of Chardan Ordinary Shares  issued and outstanding on the record date for such Chardan Ordinary Share Divisions plus shares issuable under Chardan Series A Preferred Shares outstanding on the Effective Date that remain outstanding on the record date for such distribution (determined without the above assumption).

Any adjustments to the Adjustment Factor shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event.

“Affiliate” means (i) any Person directly or indirectly controlling, controlled by or under common control with another Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other Person, (iii) any officer, director, member or partner of such Person, or (iv) a Person who is an officer, director, member, partner or holder of ten percent (10%) or more of any of the voting interests of any Person described in clauses (i) through (iii) of this sentence with respect to such other Person.  In the case of an individual, the term shall further mean such individual’s spouse, lineal descendants, lineal ancestor or siblings or a trust established for the benefit of or in favor of an individual or the individual’s spouse, lineal descendants, lineal ancestor or siblings.

“Agreement” means this Amended and Restated Operating Agreement and amendments adopted in accordance with this Agreement and the Act.

“Arbitrator” is defined in Section 12.7.

“B1 Units” is defined in Section 4.1(c)(3)(A).

“B1 Threshold” is defined in Section 4.1(c)(3)(A).

A-1

“B2 Units” is defined in Section 4.1(c)(3)(B).

“B2 Threshold” is defined in Section 4.1(c)(3)(B).

“B3 Units” is defined in Section 4.1(c)(3)(C).

“B3 Threshold” is defined in Section 4.1(c)(3)(C).

“B4 Units” is defined in Section 4.1(c)(3)(D).

“B4 Threshold” is defined in Section 4.1(c)(3)(D).

“B5 Units” is defined in Section 4.1(c)(3)(E).

“B5 Threshold” is defined in Section 4.1(c)(3)(E).

“Bankruptcy” means, with respect to a Person, that such Person, (i) becomes Insolvent or fails or is unable or admits in writing its inability generally to pay its debts as they become due, (ii) makes a general assignment or arrangement with or for the benefit of its creditors, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for the winding-up or liquidation of such Person, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for the winding-up or liquidation of such Person or (b) is not dismissed, discharged, stayed or restrained in each case within sixty (60) days of the institution or presentation thereof, (iv) seeks or becomes subject to the appointment of an administrator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (regardless of how brief such appointment may be, or whether any obligations are promptly assumed by another entity or whether any other event described in this clause (iv) has occurred and is continuing); or (v) is the subject of any event which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (iv) (inclusive) of this definition.

“Board” is defined in Section 4.6(c).

“Board of Managers” is defined in Section 6.1.

“Business Day” means any day other than a Saturday, Sunday or legal holiday under the laws of the State of Florida or any other day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

“Capital Account” or “Capital Accounts” is defined in Section 102 of Appendix B.

A-2

“Capital Contributions” means the amount of money or gross fair market value on the date of contribution of property, contributed or obligated to be contributed to the Company by a Member, net of any liabilities of the Member assumed by the Company or to which such property contributed is subject.

 “Cash Amount” means an amount of cash equal to the product of (i) the Value of a share of Chardan Ordinary Shares and (ii) the Chardan Ordinary Share Amount, determined as of the applicable Valuation Date and the Value of Rights included in the Chardan Ordinary Share Amount.  For the Series A Preferred Units, the Cash Amount shall be equal to the greater of (a) the Value of the Chardan Series A Preferred Shares for which the Tendered Units are exchangeable, if the Chardan Series A Preferred Shares is publicly traded, (b) the Value of the Chardan Ordinary Shares into which such Chardan Series A Preferred Shares is convertible, if it is not publicly traded, or (c) the Series A Preferred Unreturned Capital Amount for the Tendered Units.

“Cause” with respect to a Manager means the occurrence of any of the following events:

(i)such Manager’s theft from, material act of dishonesty or fraud involving, or intentional falsification of any records of, the Company or any of its Affiliates;

(ii)such Manager’s material breach of any other agreement with the Company or its Affiliates, (1) covering the use or disclosure of confidential or proprietary information of the Company or any of its Affiliates, customers or clients, (2) covering ownership of intellectual property or restrictions on competition or (3) regarding solicitation of employees or agents, after written notice is delivered identifying the breach, and such breach is not cured within thirty (30) days following receipt of such notice;

(iii) such Manager’s gross negligence or willful misconduct in the performance of such Manager’s duties as a Manager under this Agreement (but not mere unsatisfactory performance) after written notice is delivered identifying the failure, and such failure is not cured within thirty (30) days following receipt of such notice; or

(iv) such Manager’s conviction (including plea of guilty or nolo contendere) of a crime involving (A) imprisonment that materially interferes with such Manager’s performance of duties or (B)  moral turpitude.

The “Certificate” means the Certificate of Formation of the Company, including any restatements or amendments, which are filed with the Delaware Division of Corporations.

“Change of Control” means any sale of all or substantially all of the assets of Chardan or the Company, any transaction resulting in Chardan no longer owning a majority of the fully diluted Common Units, any merger involving Chardan in which Chardan is not the survivor (other than a migratory merger) or any person or group of persons (as defined in Section 13(d) of the Securities and Exchange Act of 1934 (other than a current shareholder of C) becoming beneficial owner of 50% or more of the outstanding Chardan Ordinary Shares.

A-3

“Chardan” is defined in the Preamble.

“Chardan Articles” means the amended and restated Memorandum and Articles of Association of Chardan, as amended from time to time.

“Chardan Capital Transaction” is defined in Section 4.3(b).

“Chardan Convertible Security” is defined in Section 4.3(b).

“Chardan Operating Expenses” means the operating expenses incurred by Chardan, including audit fees, public company compliance expenses, outside director fees, expenses of preparing financial statements and tax returns, and any other operating expenses.

“Chardan Operating Expenses Invoice” is defined in Section 5.9.

“Chardan Ordinary Share Amount” means a number of shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares equal to the product of (i) the number of Tendered Units and (ii) the Adjustment Factor; provided, however, that, if Chardan issues to Holders of shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling Chardan’s shareholders to subscribe for or purchase Chardan Ordinary Shares or Chardan Series A Preferred Shares, or any other securities or property (collectively, the “Rights”), with the record date for such Rights issuance falling within the period starting on the date of the Notice of Exchange and ending on the day immediately preceding the Specified Exchange Date, which Rights will not be distributed before the relevant Specified Exchange Date, then the Chardan Ordinary Share Amount shall also include such Rights that a holder of that number of shares of Chardan Ordinary Shares or Chardan Series A Preferred Shares would be entitled to receive.

“Chardan Ordinary Share Division” or “Chardan Ordinary Share Divisions” means when Chardan (i) pays a dividend on its outstanding Chardan Ordinary Shares in Chardan Ordinary Shares or makes a distribution to all Holders of its outstanding Chardan Ordinary Shares in shares of Chardan Ordinary Shares, (ii) splits or subdivides its outstanding Chardan Ordinary Shares, or (iii) effects a reverse share split or otherwise combines its outstanding Chardan Ordinary Shares into a smaller number of shares of Chardan Ordinary Shares.

“Chardan Ordinary Shares” means the ordinary shares of Chardan, par value $0.001 per share.

“Chardan Permitted Activities” is defined in Section 9.4.

A-4

“Chardan Warrants” means the 11,166,666 warrants issued by Chardan, including the 6,875,000 warrants issued in its initial public offering, the 2,000,000 Private Placement Warrants (as defined in the Warrant Sale Agreement) and the 2,291,666 Existing Shareholders’ Warrants (as defined in the Warrant Sale Agreement), in each case, exercisable at $5.00 each for one share of Chardan Ordinary Shares, expiring on August 11, 2012.

“Chardan Series A Preferred Shares” means the series A preferred shares of Chardan, par value $0.001 per share, which (i) are convertible into Chardan Ordinary Shares on the same terms that the Series A Preferred Units are convertible into Common Units as set forth in Section 4.7, and (ii) have the same non-participating liquidation preference as each Series A Preferred Unit.

 “Closing Date” shall have the meaning set forth in the Contribution Agreement.

The “Code” means the Internal Revenue Code of 1986.

“Common Units” means (i) that certain class of Units granted to Holders of Common Interests on the Effective Date and from time to time upon making of any Additional Capital Contribution pursuant to Section 4.3 of this Agreement,  and (ii) any Series A Preferred Units and any Series B Preferred Units that convert into Common Units.

The “Company” is defined in the Preamble.

“Company Membership Interest Division” means the Company (i) pays a Distribution on its outstanding Common Units in equity securities of the Company, (ii) splits or subdivides the outstanding Common Units, or (iii) effects a reverse split of Common Units or otherwise combines its outstanding Common Units into smaller number of Common Units.

“Contribution Agreement” means that certain Contribution and Membership Interest Purchase Agreement by and among Chardan, the Stern Participants, and FlatWorld dated the date of this Agreement.

“Conversion” is defined in Section 4.7(a).

The “Conversion Factor” means 1.0; provided, however, that if a Company Membership Interest Division occurs, then the Conversion Factor shall be adjusted by multiplying the Conversion Factor in effect immediately prior to such event by a fraction, (a) the numerator of which shall be the number of Common Units issued and outstanding on the record date of such Distribution, split, subdivision, reverse split or combination plus the Common Units issuable upon the conversion of the Series A Preferred Units and Series B Preferred Units (assuming for such purposes that such Distribution, split, subdivision, reverse split or combination has occurred at such time) and (b) the denominator of which shall be the actual number of Common Units (determined without the above assumption) issued and outstanding on the record date for such Distribution, split, subdivision, reverse split or combination plus the Common Units issuable upon conversion of the Series A Preferred Units and Series B Preferred Units.

A-5

“Converted Amount” means that number of Series A Preferred Units or Series B Preferred Units of a Holder that are being converted into Common Units pursuant to Section 4.7 with respect to Series A Preferred Units and that automatically convert pursuant to Section 4.1(c) with respect to Series B Preferred Units.

“Converting Party” is defined in Section 4.7(b).

“Covered Person” is defined in Section 11.2.

“DAL Warrants” is defined in Section 4.8.

“Disposition” is defined in Section 6.7.

“Distributable Cash” means, at any time, that portion of the cash and cash equivalent assets of the Company, which, in light of the Company’s then current and foreseeable sources of, and needs for, cash, exceeds the amount of cash reasonably needed by the Company, as determined by the Board of Managers, to (i) service its debts and obligations in a timely fashion, (ii) maintain reasonable operating and capital reserves, and (iii) conduct its business and carry out its purposes.

“Distribution” or “Distributions” means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided that none of the following shall be a Distribution: (i) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, or (ii) any payments made to a Member as consideration for services or for a sale or exchange of property.

“Distribution Date” means any date on which a Distribution is made.

“DJS” means the Law Offices of David J. Stern, P.A. and shall include its Affiliates and Permitted Transferees.

“DSI” means Default Servicing, Inc. and shall include its Affiliates and Permitted Transferees.

“Economic Interest” means a Member’s share of the Company’s net income, net losses and distributions of the Company’s assets pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including the right to vote or participate in the management of, or any right to information concerning, the business and affairs of the Company.

A-6

“Effective Date” means the closing date of the transactions contemplated by the Contribution Agreement.

“Employee Incentive Units” is defined in Section 4.9.

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust or company (including any limited liability company or joint stock company or other legal entity).

“Equity Securities” means (i) Units or other equity interests in the Company (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company, and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company.

“Exchange” is defined in Section 4.6(a).

“Exchanged Assets” is defined in Section 6.7.

The “Fiscal Year” of the Company, and its taxable year for Federal income tax purposes, shall be the calendar year or such other year required under Code Section 706.

 “FlatWorld Owners” means the direct and indirect owners of FlatWorld including FlatWorld Capital LLC, Fortuna, Fortuna Capital Corp., Nagina Engineering Investment Corp., Raj K. Gupta and Jeffrey A. Valenty.  In the case of an individual, the term shall further mean such individual’s spouse, lineal descendants, lineal ancestor or siblings or a trust established for the benefit of or in favor of an individual or the individual’s spouse, lineal descendants, lineal ancestor or siblings.

“FlatWorld” is defined in the Preamble and shall include its Affiliates and Permitted Transferees.

“FlatWorld Letter Agreement” means that certain letter agreement dated December 10, 2009, among the Company, FlatWorld and Fortuna.

“Fortuna” is defined in the Preamble.

 “Governmental Authority” means any (i) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (ii) federal, state, local, municipal, foreign or other government, (iii) government or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and court or other tribunal), or (iv) Person exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or tax authority or power of any nature on behalf of one or more of the forgoing.

A-7

“Holder” means a person who is the owner of any Common Units, Series A Preferred Units or Series B Preferred Units or any other equity interest in the Company approved by the Board of Managers from time to time in accordance with this Agreement; provided, however, that any such Holder will not be a Member unless and until such Holder has been admitted as a Member in accordance with the terms of this Agreement.

“Impacted Minority Interest Representative” is defined in Section 12.7.

“Impacted Minority Members” is defined in section 12.7.

 “Initial Period” means from the date of this Agreement until the fifth anniversary of the Effective Date or, if earlier, until the death of David J. Stern; provided that in no event shall the Initial Period end until the Post-Closing Cash is paid in full.

“Insolvent” means (i) the inability of the Company to pay its debts as they become due in the usual course of business, or (ii) that the fair market value of the Company’s assets are less than the sum of its liabilities (limited in the case of a nonrecourse liability to the fair market value of the Company’s asset securing such liability)  plus (absent any contrary provisions in this Agreement) the amount which would be needed on distribution to satisfy any preferential rights of Members which are superior to the rights of any Members receiving a distribution.

“Legal Requirement”  means any federal, state, local, municipal, foreign, or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented, or otherwise put into effect by or under any Governmental Authority.

“Letter Agreement” means either the FlatWorld Letter Agreement or the Series B Letter Agreement.

“Losses” is defined in Section 11.2.

“Majority Interest” means those Members holding more than 50% of the Membership Units.

“Manager” means a member of the Board of Managers.

“Manager Determination” is defined in Section 12.7.

A-8

“Market Price” on any date shall mean, with respect to any share of Chardan Ordinary Shares, the Closing Price for such Chardan Ordinary Shares on such date and with respect to any other publicly traded security, the Closing Price for such security on such date.  The “Closing Price” on any date shall mean the last quoted or reported sales price on The Nasdaq Stock Market or other principal securities exchange on which the Chardan Ordinary Shares are traded, or, if not so quoted or reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if no trading price is available for such Chardan Ordinary Shares, the fair market value of the Chardan Ordinary Shares, as determined in good faith by the Board of Managers.

“Members” means a Person executing this Agreement as a Member, until such Person ceases to be a Member pursuant to this Agreement and the Act.  Any reference to a Member, unless the context clearly requires otherwise, shall include a reference to his predecessor and successor (other than a mere assignee not made a substitute Member) in interest.

“Membership Interest” means Common Interests, as described in Section 4.1(a), Series A Preferred Interests, as described in Section 4.1(b) and Series B Preferred Interests, as described in Section 4.1(c).

“Membership Percentage” means, as to each Member, the percentage obtained by dividing the number of Common Units held by a Member, set forth on Appendix C, assuming that the Series A Preferred Units held by such Member are converted to Common Units, by all issued and outstanding Common Units, as set forth on Appendix C, assuming all issued and outstanding Series A Preferred Units are converted into Common Units.

“Membership Unit” or “Membership Units” means each Common Unit outstanding, assuming all of the Series A Preferred Units were converted into Common Units.

“Minority Interest Representative” is defined in Section 5.5.

“Minority Interests” means those Members, other than Chardan, holding more than 50% of the Membership Percentages owned by Members other than Chardan.

“Minority Members” is defined in Section 12.7.

“Newly Formed LLC Interests” is defined in Section 6.7.

“Notice of Conversion” is defined in Section 4.7(b).

“Notice of Exchange” is defined in Section 4.6(b).

A-9

“Options” means any rights, warrants or options to subscribe for or purchase Units or Convertible Securities.

“Original Operating Agreement” is defined in Recital A.

“Person” means an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate real estate investment trust, association or any other entity.

“Permitted Transferee” means an Affiliate of a Member, provided that, for purposes of this definition each place the definition for “Affiliate” includes reference to “10%”, it shall be read as “50%”, or another Member.

“Post-Closing Cash” means amounts payable to the Stern Participants as provided in Section 2.5 of the Contribution Agreement.

“Profits and Losses” is defined in Section 101 of Appendix B.

“PTA” is defined in the Preamble and shall include its Affiliates and Permitted Transferees.

“Registrable Securities” is defined in Section 4.6(b).

“Registration Rights Agreement” shall have the meaning set forth in the Contribution Agreement.

“Registration Expiration Date” is defined in Section 4.6(a).

“Section 704(c) Gain Event” is defined in Section 6.8.

“Securities Act” means the Securities Act of 1933.

“Series A Capital Contribution” means $25,000,000 in the aggregate and $15.00 per Series A Preferred Unit.

“Series A Preferred Units” means that certain class of Units issued on the Effective Date and designated as such as set forth in Appendix C on the Effective Date.

“Series A Preferred Unreturned Capital Amount” means with respect to a Holder of a Series A Preferred Unit, the amount by which the Series A Capital Contribution made by such Holder for the Series A Preferred Unit exceeds the aggregate amount previously distributed to such Holder pursuant to Section 5.3(b)(1) with respect to the Series A Preferred Unit.

A-10

“Series B Letter Agreement” means that certain letter agreement dated December 10, 2009, among the Company, FlatWorld, Fortuna and the Stern Participants relating to the Series B Preferred Units.

“Series B Preferred Units” means that certain class of Units issued on the Effective Date and designated as such as set forth in Appendix C on the Effective Date.

“Series B Threshold” means, as to the Series B1 Preferred Interests, the B1 Threshold, as to the Series B2 Preferred Interests, the B2 Threshold, as to the Series B3 Preferred Interests, the B3 Threshold, as to the Series B4 Preferred Interests, the B4 Threshold, and as to the Series B5 Preferred Interests, the B5 Threshold.

 “Specified Conversion Date” means the tenth (10th) Business Day after the receipt by the Company of a Notice of Conversion.

“Specified Exchange Date” means the tenth (10th) Business Day after the receipt by Chardan of a Notice of Exchange; provided, however, that the Specified Exchange Date or the closing of an Exchange, on any Specified Exchange Date, may be deferred, in Chardan’s sole and absolute discretion, for such time (but in any event not more than sixty (60) days in the aggregate) as may reasonably be required to effect, as applicable, compliance with the Securities Act or other law (including, (a) state “blue sky” or other securities laws, and (b) the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

 “Stern Participants” means collectively DJS, PTA and DSI and shall include Permitted Transferees who acquire Units from Stern Participants.  Any action to be taken by the Stern Participants shall be taken upon approval of the Stern Participants owning a majority of the Common Units held by the Stern Participants, assuming the conversion of the Series A Preferred Units into Common Units.

“Subsidiary” means, with respect to any Person, (i)  a corporation, if a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii)  a limited liability company, partnership, association or other business entity (other than a corporation), if a majority of  the voting interests thereof are at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, references to a “Subsidiary” of the Company shall be given effect only at such times that the Company has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

A-11

“Tax Matters Partner” means PTA, as long as it qualifies as a tax matter partner under Code Section 6231(a)(7), or such other Member selected by the Board of Managers which meets such qualification.

“Tax Position” shall have the meaning ascribed to it in the Letter Agreement.

“Tax Proceedings” is defined in Section 5.5.

“Tendered Units” is defined in Section 4.6(a).

“Tendering Party” is defined in Section 4.6(b).

“Transaction Threshold” is defined in Section 4.1(c)(2).

“Transfer”  means, when used as a noun, any sale, exchange, assignment, gift or other disposition of Units; and when used as a verb, to sell, exchange, assign, give or otherwise dispose of Units, as the context shall require, whether voluntarily or involuntarily, and whether absolutely or as a pledge of security, including, to convey Units as a result of death, the foreclosure of a security interest in Units or any levy, or attachment; or the issuance of a charging order with respect to all or any portion of a Unit.

“Treasury Regulations” means temporary and final Treasury regulations on Income Tax adopted by the United States Department of the Treasury under the Code and the corresponding sections of any regulations subsequently issued that amends or supersedes such regulations.

“Underwriter Options” means options issued by Chardan to the underwriters in its initial public offering to purchase units consisting of Chardan Ordinary Shares and Chardan Warrants.

“Unit Amount” means the number of Units equal to the product of (i) the Converted Amount, and (ii) the Conversion Factor; provided, however, that, if the Company issues to holders of Units Unit Rights with the record date for such Unit Rights issuance falling within the period starting on the date of the Notice of Conversion and ending on the day immediately preceding the Specified Conversion Date, which Unit Rights will not be distributed before the relevant Specified Conversion Date, then the Unit Amount shall also include such Unit Rights that a holder of that number of Unit would be entitled to receive.

“Unit Rights” means rights, Options or Convertible Securities or other securities or rights convertible into or exchangeable or exercisable for Units.

“Units” means units of Membership Interests or other equity securities of the Company issued by the Company and certificated pursuant to Section 4.11.

A-12

“Valuation Date” means the date of any determination of Value or Market Price to be made pursuant to this Agreement, specifically including in connection with a determination under Section 4.6, the date of receipt by Chardan of a Notice of Exchange.

“Value” means, on any Valuation Date with respect to a share of Chardan Ordinary Shares or other publicly traded interest, the volume weighted average of the daily Market Prices for thirty (30) consecutive trading days immediately preceding and including the Valuation Date.  If the Chardan Ordinary Share Amount includes Rights (as defined in the definition of Chardan Ordinary Share Amount) that a Holder of Chardan Ordinary Shares would be entitled to receive, then the Value of such Rights shall be determined by the Board of Managers acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate, subject to the Minority Interests’ right to dispute such determination pursuant to Section 12.7.  With respect to any interests, securities, assets or consideration that are not publicly traded, the Value shall be the fair market value of such interest, security, asset or consideration as determined by the Board of Managers acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate, subject to the Minority Interests’ right to dispute such determination pursuant to Section 12.7.

“Voting Agreement” means that certain Voting Agreement by and among the Stern Participants, FlatWorld, Principals (as defined in the Voting Agreement) and Chardan dated the Effective Date.

“Warrant Sale Agreement” shall have the meaningset forth in the Contribution Agreement.

A-13

APPENDIX B

101           Tax Regulatory Definitions.  The following terms (a) shall have the meaning ascribed to them in this Section and (b) shall be interpreted in accordance with the Treasury Regulations.

“Adjusted Deficit Capital Account Balance” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Company Fiscal Year, (1) increased by any amounts which such Member is obligated to restore under Treasury Regulation Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations and (2) decreased by the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).  This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and will be interpreted consistently with those provisions.

“Book Value” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Book Value of any asset contributed (or deemed contributed) by a Member to the Company shall be such asset’s gross fair market value at the time of such contribution;

(b)the Book Value of all Company assets shall be adjusted to equal their respective gross fair market values at the times specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5) in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g) unless the Board of Managers determine that such adjustment is not necessary to reflect the relative economic interests of the Members;

(c)if the Book Value of an asset has been determined or adjusted pursuant to clause (a), (b) or (d) such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses;

(d)the Book Value of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted tax basis of such assets pursuant to Code Section 734(b) or Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), provided however, that Book Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) is required with respect to the transaction; and

(e)the Book Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking into account Code Section 7701(g) into account) of such assets on the date of distribution as determined by the Board of Managers.

“Company Minimum Gain” shall have the meaning and be determined, in the same manner as “partnership minimum gain” of the Company pursuant to Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

B-1

“Depreciation” means for each Fiscal Year of the Company or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable under the Code with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis for federal income tax as of the beginning of such Fiscal Year or period is zero, Depreciation shall be determined with reference to such beginning Book Value using any reasonable method selected by the Members.

“Member Nonrecourse Debt” shall have the meaning, and be determined in the same manner as, “partner nonrecourse debt” of the Company pursuant to Treasury Regulation Section 1.704-2(b)(4) with respect to a Member.

“Member Nonrecourse Debt Minimum Gain” shall have the meaning and be determined in the same manner as “partner nonrecourse debt minimum gain” of the Company pursuant to Treasury Regulation Sections 1.704-2(i)(2) and 1.704-2(i)(3)

“Member Nonrecourse Deductions” shall have the meaning, and be determined in the same manner as, “partner nonrecourse deductions” of the Company pursuant to Treasury Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Member Recourse Deduction” with respect to a Fiscal Year means a Company loss or deduction with respect to such Fiscal Year that is attributable (under Code Section 704(b) and the Treasury Regulations thereunder) to a Company liability that is recourse for purposes of Treasury Regulations Section 1.1001-2 and a Member or related person (within the meaning of Treasury Regulations Section 1.752-4(b)) to a Member bears all or a portion of the economic risk of loss under Treasury Regulations Section 1.752-2 with respect to such Company liability.

“Nonrecourse Deductions” shall have the meaning, and be determined in the same manner as, “nonrecourse deductions” of the Company pursuant to Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c).

“Profits and Losses” for a Fiscal Year (or other period) means the Company’s taxable income or loss for such Fiscal Year (or other period) determined in accordance with the accounting methods followed by the Company for federal income tax purposes (for this purpose all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) as determined by the independent certified public accountants employed by the Company, with the following adjustments:

(a)any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss;

(b)any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits and Losses shall be subtracted from such taxable income or loss;

B-2

(c)in the event the Book Value of any Company asset is adjusted, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d)any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of such property rather than its adjusted tax basis;

(e)in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period;

(f)to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits and Losses; and

(g)notwithstanding the foregoing, any items which are specially allocated pursuant to any part of this Article shall not be taken into account in computing Profits and Losses.

102           Maintenance of Capital Accounts.

(a)Each Member’s “Capital Account” shall initially be the amount set forth on Appendix C and, shall be adjusted as provided in this Appendix B, including as follows:

(1)increased by:

(A)Profits allocated to such Member under Section 5.2 and any items in the nature of income or gain specially allocated to such Members pursuant to this Appendix B; and

(B)additional capital contributions by such Member (whether or not such additional capital contributions are required to be made by such Member); and

(2)decreased by:

(A)Losses allocated to such Member under Section 5.2 and any items in the nature of loss or deduction specially allocated to such Member pursuant to this Appendix B; and

B-3

(B)the amount of Company distributions made to such Member under Section 5.3.

(b)If property (other than cash) is contributed (or deemed contributed) by a Member to the Company after the date of this Agreement, the computation of Capital Accounts, as set forth in subsection (a) of this section, shall be adjusted as follows:

(1)the contributing Member’s Capital Account shall be increased by the gross fair market value at the time of contribution of the property contributed to the Company by such Member (net of liabilities that the Company is considered to assume, or to which the property is taken, subject under Code Section 752); and

(2)the adjustments required by Section 1.704-1(b)(2)(iv)(g) and Section 1.704-1(b)(4)(i) of the Treasury Regulations (relating to certain adjustments to reflect book value) shall be made to such Member’s Capital Account.

(c)If property (other than cash) is distributed (or deemed distributed) by the Company to a Member, the following special rules shall apply:

(1)the Capital Accounts of the Members shall be adjusted as provided in Section 1.704-1(b)(2)(iv)(e) of the Treasury Regulations to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not already been reflected in the Members’ Capital Accounts) would be allocated to such Member if there were a taxable disposition of such property for its gross fair market value on the date of distribution; and

(2)the Capital Account of the Member who is receiving the distribution of property from the Company shall be charged with the gross fair market value (taking into account Section 7701(g) of the Code) of the property at the time of distribution (net of liabilities that such Member is considered to assume, or to which the property is taken subject, under Code Section 752).

(d)           If any event set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5) occurs the Capital Accounts shall be adjusted to reflect the gross fair market value (taking into account Section 7701(g) of the Code) of the Company’s assets as such time pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) and (g).

(e)           The Capital Accounts shall also be adjusted as provided elsewhere in this Agreement.

103           Loss Limitation.  The Losses allocated under Section 5.2(c) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year.  If some but not all of the Members would have an Adjusted Deficit Capital Account Balance as a consequence of an allocation of Losses under Section 5.2(c), the limitation set forth in this Section will be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).  If all Members have Adjusted Deficit Capital Account Balances, Losses shall be allocated in accordance with Section 5.2(c).

B-4

104           Changes in Interests.  If there is an addition, withdrawal or substitution of, or any other change in the interest of, any Member during the period covered by an allocation, then subject to any agreement between the Persons affected, the Profits and Losses and special allocations for the period shall be allocated among the varying interests consistent with the provisions of Code Section 706(d) and any regulations promulgated thereunder.  If Code Section 706(d) or any regulation thereunder allow alternative methods of allocation, the Members shall determine, in its sole discretion, which alternative methods to use in allocating items among the varying interests.

105           Compliance With Treasury Regulations.  The Members intend and anticipate that the Company will be treated as a partnership for federal income tax purposes and, accordingly, the partnership tax provisions of the Code shall apply to the Company and its Members.  It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with Article 5 and this Appendix B to the fullest extent permitted by Section 704(b) of the Code.  In order to preserve and protect the determinations and allocations provided for in Article 5 and this Appendix B, other than as set forth in Section 5.10, the Members are authorized and directed to allocate income, gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise provided for in this Appendix B to the extent that allocating income, gain, loss, deduction, or credit (or item thereof) in the manner provided for in this Appendix B would cause the determinations and allocations of each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) not to be permitted by Section 704(b) of the Code and applicable Treasury Regulations.  Other than as set forth in Section 5.10, any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in Article 5 and no amendment of this Agreement or approval of any Member shall be required.  The terms used in this Appendix B shall have the same meaning as in such Treasury Regulations.

106           Only Required Modifications.  Other than as set forth in Section 5.10, in making any allocation (the “new allocation”) under this Appendix B, the Members are authorized to act only after having been advised by the Company’s independent certified public accountants that, under Section 704(b) of the Code and the Treasury Regulations thereunder (i) the new allocation is necessary, and (ii) the new allocation is the minimum modification of the allocations otherwise provided for in this Appendix B necessary in order to assure that, either in the then current year or in any preceding year, each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) is determined and allocated in accordance with this Appendix B to the fullest extent permitted by Section 704(b) of the Code and the Treasury Regulations thereunder.

107           Company Minimum Gain Chargeback.  If there is a net decrease in Company Minimum Gain during a Company Fiscal Year so that an allocation is required by Treasury Regulation Section 1.704-2(f), then each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent Fiscal Years) equal to such Member’s share of the net decrease in Company Minimum Gain as determined by Treasury Regulation Section 1.704-2(g)(2), Such allocations shall be made in proportion to the respective amounts required to be allocated to each Member thereunder.  Such allocations shall be made in a manner and at a time which will satisfy the requirements of Treasury Regulation Sections 1.704-2(f) and 1.704-2(j) and shall be interpreted consistently therewith.

B-5

108           Member Minimum Gain Chargeback.  If there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year, any Member who has a share of such Member Nonrecourse Debt Minimum Gain (as determined under Treasury Regulation Section 1.704-2(i)(5)) shall be specially allocated items of income or gain for such year (and, if necessary, subsequent Fiscal Years) equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain in the manner and to the extent required by Treasury Regulation Section 1.704-2(i)(4). Such allocations shall be made in proportion to the respective amounts required to be allocated to each Member thereunder.  Such allocations shall be made in a manner and at a time which will satisfy the requirements of Treasury Regulation Sections 1.704-2(i) and 1.704-2(j) and shall be interpreted consistently therewith.

109           Qualified Income Offset.  If a Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), any of which causes or increases an Adjusted Deficit Capital Account Balance in such Member’s Capital Account, then he will be specially allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance created or increased by such adjustment, allocation, or distribution as quickly as possible; provided, however, an allocation pursuant to this Section will be made if and only to the extent that such Member would have an Adjusted Deficit Capital Account Balance after all other allocations provided for in Article 5 and this Appendix B have been tentatively made as if this Section were not in the Agreement.

110           Gross Income Allocation.  In the event a Member has an Adjusted Deficit Capital Account Balance at the end any Fiscal Year, each such Member shall be specially allocated items of Company income and gain in the amount of such Adjusted Deficit Capital Account Balance as quickly as possible; provided, however, that an allocation pursuant to this Section 110 shall be made only if and to the extent that such Member would have an Adjusted Deficit Capital Account Balance after all other allocations provided for in this Appendix B (other than Section 109) have been tentatively made as if this Section were not in this Appendix B.

111           Nonrecourse Deductions.  Nonrecourse Deductions shall be allocated among the Members in proportion to their respective Membership Percentages.

112           Member Nonrecourse Deductions.  Any Member Nonrecourse Deductions shall be allocated to the Member who bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with and as required by Treasury Regulation Section 1.704-2(i)(1).

113           Member Recourse Deductions.  Member Recourse Deductions for any Fiscal Year shall be allocated to the Members in proportion to their respective economic risk of loss under Treasury Regulations Section 1.752-2 with respect to the underlying Company liability.  To the extent that a Member shall be allocated a deduction pursuant to this Section 113 in a Fiscal Year, such Member shall be allocated Company income and gain (other than amounts required to be specially allocated pursuant to other provisions hereof) in the next Fiscal Year (and, if necessary, for subsequent Fiscal Years) until such allocation is reversed.

B-6

114           Curative Allocations.  The Members intend that any allocations under Sections 107, 108, 109, 111 and 112 of Appendix B shall, over the term of the Company, be fully offset by other allocations pursuant to such provisions. If the Members are required by Sections 105, 107, 108, 109, 110, 111 or 112 of this Appendix B to make any new allocation in a manner other than as provided for in this Article without regard thereto, then the Members are authorized and directed, insofar as it is permitted to do so by Section 704(b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising in the current Fiscal Year (or subsequent Fiscal Years, if necessary) in such manner so as, over the term of the Company, to bring the proportions of income, gain, loss, deduction, or credit (or item thereof) allocated to the Members as nearly as possible to the proportion otherwise contemplated by this Article without regard thereto; provided, however, that Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Company Minimum Gain and Member Nonrecourse Deductions shall not be taken into account except to the extent that there has been a reduction in Member Minimum Gain and provided further that such Nonrecourse Deductions and Member Nonrecourse Deduction shall not in any event be taken into account to the extent that the Members reasonably determine that such allocations are likely to be offset by subsequent allocations under Sections 107 or 108 of this Appendix B.

115           Advice of Accountants.  Allocations made by the Members under this Article in reliance upon the advice of the Company’s independent certified public accountants shall be deemed to be made pursuant to the fiduciary obligation of the Members to the Company and the Members.

116           Section 754 Election.  If an adjustment to the adjusted tax basis of any Company asset under Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreased such basis).  Such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

117           Interest on Loans from a Member.  If any Member makes a loan to the Company, then any item of interest expense, including any interest imputed under Code Sections 7872, 483, or 1271 through 1288 attributable to such loan shall be allocated solely to the Member who made such loan and shall be charged to its Capital Account and the amount of such interest income shall not be considered a capital contribution by such Member for purposes of computing its Capital Account.

118           Section 704(c) Allocations.   Income, gain, loss or deduction with respect to any property contributed by a Member shall, solely for tax purposes, be allocated among the Members, to the extent required by Code Section 704(c) and the related Treasury Regulations, to take account of the variation between the adjusted tax basis of such property and its Book Value at the time of contribution to the Company.  If the Book Value of any Company property is adjusted as provided in Treasury Regulation Section 1.704-1(b)(2)(iv), subsequent allocations of income, gain, loss and deduction and the Book Value of such property shall be adjusted as provided in Code Section 704(c) and the related Treasury Regulations.  

B-7

Except as required by Section 120, the Company shall use the “traditional method” under Treasury Regulations Section 1.704-3(b) with no curative or remedial allocations for purposes of making the required allocations under Code Section 704(c).  Allocations under this subsection are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, or other items or distributions under any provision of this Agreement.

119           Share of Excess Nonrecourse Liabilities.  For purposes of calculating the Members’ shares of “excess nonrecourse liabilities” of the Company (within the meaning of Treasury Regulation Section 1.752-3(a)(3)), the Members intend that they be considered as sharing profits of the Company in proportion to their respective Membership Percentages.

120           Warrant or Options. If the Company issues a noncompensatory option (within the meaning of Proposed Treasury Regulations Sections 1.721-2(d) and 1.761-3(b)(1)) to acquire an interest in the Company, the Capital Accounts of the Members shall be adjusted in the manner provided in Proposed Treasury Regulations Section 1.704-1(b)(2)(iv)(s) as if such regulations applied to the option. Upon the exercise of such a noncompensatory option or the conversion (or deemed conversion) of Series A Preferred Units or Series B Preferred Units into Common Units, the Company shall comply with the rules set forth in Proposed Treasury Regulations Section 1.704-1(b)(2)(iv)(s) including amending the Agreement to provide for corrective allocations, if necessary, pursuant to Proposed Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(4) and Proposed Treasury Regulations Section 1.704-1(b)(4)(x) as if such regulations applied to the option or the conversion of one class of Units into another class of Units.  Notwithstanding anything in this Section 120 to the contrary, if temporary or final Treasury Regulations relating to the treatment of non-compensatory options or the conversion of one class of membership interest into another are promulgated, the Company shall comply with such regulations and amend this Agreement accordingly.

B-8

APPENDIX C

DAL GROUP, LLC

Membership Interests

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
Chardan 2008 China     Acquisition Corp. c/o Chardan Capital LLC 474 Three Mile Road Glastonbury, CT 06033 Attn:  Dan Beharry Facsimile:  (281) 644 5751 email:  dbeharry@chardancapital.com		10,663,866	2		0		0		0		0		0		0	$	52,477,047
Professional Title and Abstract Company of Florida, Inc. 9000 South Pine Island Road Suite 400 Plantation, FL 33324 Attn:  David J. Stern, Esq. Facsimile:  (954) 648-5228 email: djstern@att.blackberry.net		1,200,000			1,666,667		596,666		596,666		646,667		646,667		646,667	Description of property
FlatWorld DAL LLC c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Attn:  Jeffrey A. Valenty Facsimile:  (212) 796-4002 email:  valenty@flatworldcapital.com		1,498,500			0		153,181		153,181		153,181		153,181		153,181	Description of property
Fortuna Capital Partners LP c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Attn:  Jeffrey A. Valenty Facsimile:  (212) 796-4002 email:  valenty@flatworldcapital.com		1,500			0		153		153		152		152		152	Description of property
Totals		13,363,866			1,666,667		750,000		750,000		800,000		800,000		800,000

________________________

 

1 Upon the admission of the Stern Participants and 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 Chardan 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 Chardan minus the value of the DAL Warrants and DAL Options issued to Chardan, divided by the number of Common Units issued to Chardan.  The value of a Series B Preferred Unit will be the same as a Common Unit.

 

2 Equals number of shares of Chardan Ordinary Shares outstanding.

C-1

EX-4.22

Exhibit 4.22

DJSP ENTERPRISES, INC.

2009 EQUITY INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR

NONQUALIFIED SHARE OPTION AGREEMENT

 Dated:  , 20__

TO:

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.

1.Right to Exercise Option.  Unless otherwise indicated in this Agreement, you may purchase the shares covered by the Option from the Corporation on and after the first anniversary of the date of grant.

2.Expiration.  The Option will expire (to the extent not previously exercised) on [INSERT DATE], 20__ (the “Expiration Date”), unless terminated earlier in accordance with the Plan or Section 5.

3.Non-Transferable.  The Option may not be transferred by you other than by will or by the laws of descent and distribution or as otherwise provided in the Plan and, during your lifetime, the Option is exercisable only by you.

4.Acceleration of Vesting.  Notwithstanding the provisions of Section 1 “Right to Exercise Option” and Section 5 “Termination of Service” of this Agreement, (i) in the event of a termination by the Corporation of your membership on the Board of Directors, your failure to be renominated for election to the Board of Directors, or voluntary resignation by you from the Board of Directors at the request of the Board of Directors, (ii) failure to be reelected to the Board of Directors after being renominated for election by the Board of Directors, or (iii) in the event of a Change in Control, any portion of this Option that is then not exercisable shall become immediately exercisable.

5.Termination of Service.  If, prior to the date that this Option first becomes exercisable, you resign from the Board of Directors, not by request of the Board of Directors, your right to exercise this Option shall terminate and all rights hereunder shall cease.  If, on or after the date that this Option shall first become exercisable, your service on the Board of Directors is terminated for any reason other than death or Disability, then you shall have the right to exercise this Option to the extent that it was exercisable and unexercised on the date of such termination of services, at any time on or before the earlier of: (i) the expiration date of the Option, or (ii) three (3) months after the date of such termination of service on the Board of Directors, subject to any other limitation on the exercise of such Option in effect at the date of exercise.  If, on or after the date that this Option shall first become exercisable, your service on the Board of Directors is terminated due to death or Disability, you or the executor or administrator of your estate (as the case may be) or the person or persons to whom the Option has been transferred by will or by the laws of descent and distribution, shall have the right to exercise this Option, at any time on or before the earlier of: (i) the expiration date of the Option, or (ii) one (1) year from the date of your death or Disability, to the extent that it was exercisable and unexercised on the date of your death or Disability, subject to any other limitation on exercise in effect at the date of exercise.  If you become an employee or consultant to the Corporation or any of its Subsidiaries while serving as a member of the Board of Directors, then the later of your termination of service on the Board of Directors or as an employee or consultant to the Corporation or any of its Subsidiaries shall be treated as a termination of services for purposes of this Option.  Your transfer from one corporation to another among the Corporation and any of its Subsidiaries, or a leave of absence with the written consent of the Corporation, shall not be a termination of services for purposes of this Option.

1

6.Manner of Exercise.  The exercise price for Shares upon exercise of the Option shall be paid in full in cash or by personal check, bank draft or money order at the time of exercise; provided, however, that in lieu of such form of payment, subject to the limitations set forth in Section 2.4 of the Plan, payment may be made by (a) delivery and transfer, in a manner acceptable to the Corporation's President or his designee in their sole discretion, of Shares already owned by you; (b) by delivery to the Corporation’s President or his designee of a properly executed exercise notice, acceptable to the Corporation, together with irrevocable instructions to your broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable income and employment withholding taxes, in accordance with a written agreement between the Corporation and the brokerage firm; or (c) any other method permitted in Section 2.4 of the Plan.  Ordinary Shares surrendered upon exercise shall be valued at the Stock Exchange closing price for the Ordinary Share on the day prior to exercise.

7.Rights as Shareholder.  As the holder of the Option you shall not be, nor have any of the rights or privileges of, a shareholder of the Corporation in respect of any Shares unless a certificate or certificates representing such Shares shall have been issued by the Corporation to you or a book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian.  The Corporation shall not be liable to you for damages relating to any delay in issuing shares or a share certificate to you, any loss of a certificate, or any mistakes or errors in the issuance of Shares or a certificate to you.

8.No Guarantee of Continued Service. Nothing contained in this Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer upon you any right with respect to continuation of your services by or to the Corporation or any Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate your services at any time.

9.Personal Data.  By entering into this Agreement, you consent to the disclosure, transfer and/or processing of any relevant personal data in relation to the administration of the Plan by the Corporation or any third party authorized by the Corporation to administer the Plan on its behalf, and in particular such processing as is necessary in relation to your holding and exercising the Option.  The relevant personal data that will be processed includes but is not limited to name, employee number, hire date, job title and location.

10.Plan Terms Control.  In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

2

11.Notices.  Any notices to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation in care of its President, and any notices to you shall be addressed to you at the address stated in the Corporation’s records.

12.Compliance with Securities Laws.  Anything to the contrary herein notwithstanding, the Corporation's obligation to sell and deliver stock under the Option is subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

13.Governing Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Agreement, shall be governed by the laws of the State of Florida without regard to its conflicts of law rules.

14.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15.Complete Agreement.  This Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.

16.Modifications.  The terms of this Agreement cannot be modified except in writing and signed by each of the parties hereto.

Very truly yours,

DJSP ENTERPRISES, INC.

By:           

Name: David J. Stern

Its:           President

The above is agreed to and accepted by:

Dated: ________________, 2010

Optionee’s Signature

________________________

Optionee’s Name

3

NOTICE OF EXERCISE OF NON-QUALIFIED SHARE OPTION

UNDER THE

2009 STOCK INCENTIVE PLAN

[INSERT COMPANY ADDRESS]

Attention: [Insert Officer]

Dear Sir or Madam:

A non-qualified share option was granted to me on , to purchase , Ordinary Shares of DJSP Enterprises, Inc. at a price of $ per share.

I hereby elect to exercise my non-qualified share option with respect to shares for an aggregate purchase price of $.  I hereby elect to pay for such shares as follows:

Personal Check                                                                   $_______

Cash                                                                                      $_______

Bank Draft                                                                            $_______

Money Order                                                                       $_______

Cashless Exercise                                                                $_______

DJSP Enterprises, Inc. Ordinary Shares                           $_______

Total                                                                                      $_______

[A personal check [or cash, bank draft or money order] for the purchase price is enclosed herewith.]

[Documents as are required to effect a cashless exercise are enclosed.]

[I hereby elect to exercise my option with respect to shares through a combination of cash payments and Ordinary Shares of DJSP Enterprises, Inc.  A personal check for the purchase price to be paid in cash is enclosed herewith.  Certificates for Ordinary Shares of DJSP Enterprises, Inc. are enclosed herewith, along with a duly executed stock power in proper form for transfer, with all signatures properly guaranteed.

Optionee ____________________________             Dated _________________________

4

EX-4.23

Exhibit 4.23

DJSP ENTERPRISES, INC.

2009 EQUITY INCENTIVE PLAN

NONQUALIFIED SHARE OPTION AGREEMENT

 Dated:  , 20__

TO:

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.

1.Right to Exercise Option.  Unless otherwise indicated in this Agreement, you may purchase from the Corporation on and after the first anniversary of the date of grant, one-third (1/3rd) of the shares covered by the Option, and on each succeeding one year anniversary thereof may exercise an additional one-third (1/3rd) of the shares covered by the Option, and on the third anniversary of the date of grant the Option shall be fully exercisable.  To the extent not exercised, installments shall accumulate and you may exercise them in whole or in part in any subsequent period.

2.Expiration.  The Option will expire (to the extent not previously exercised) on [INSERT DATE], 20__ (the “Expiration Date”), unless terminated earlier in accordance with the Plan or Section 5.

3.Non-Transferable.  The Option may not be transferred by you other than by will or by the laws of descent and distribution or as otherwise provided in the Plan and, during your lifetime, the Option is exercisable only by you.

4.Change in Control.  In the event of a Change in Control, any portion of this Option that is then not exercisable shall become immediately exercisable.

5.Termination of Employment.  If, prior to the date that this Option first becomes exercisable, your employment with the Corporation or any of its Subsidiaries shall be terminated for any reason, your right to exercise this Option shall terminate and all rights hereunder shall cease.  If, on or after the date that this Option shall first become exercisable, your employment shall be terminated for any reason other than death or Disability, then you shall have the right to exercise this Option to the extent that it shall have been exercisable and unexercised on the date of such termination of services, at any time on or before the earlier of: (i) the expiration date of the Option, or (ii) three (3) months after the date of such termination of employment, subject to any other limitation on the exercise of such Option in effect at the date of exercise.  If, on or after the date that this Option first becomes exercisable, your employment is terminated due to death or Disability, you or the executor or administrator of your estate (as the case may be) or the person or persons to whom the Option shall have been transferred by will or by the laws of descent and distribution, shall have the right to exercise this Option, at any time on or before the earlier of: (i) the expiration date of the Option, or (ii) one (1) year from the date of your death or Disability, to the extent that it was exercisable and unexercised on the date of your death or Disability, subject to any other limitation on exercise in effect at the date of exercise.  Your transfer from one corporation to another among the Corporation and any of its Subsidiaries, or a leave of absence with the written consent of the Corporation, shall not be a termination of services for purposes of this Option.

1

6.Manner of Exercise.  The exercise price for Shares upon exercise of the Option shall be paid in full in cash or by personal check, bank draft or money order at the time of exercise; provided, however, that in lieu of such form of payment, subject to the limitations set forth in Section 2.4 of the Plan, payment may be made by (a) delivery and transfer, in a manner acceptable to the Corporation's President or his designee in their sole discretion, of Shares already owned by you; (b) by delivery to the Corporation’s President or his designee of a properly executed exercise notice, acceptable to the Corporation, together with irrevocable instructions to your broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable income and employment withholding taxes, in accordance with a written agreement between the Corporation and the brokerage firm; or (c) any other method permitted in Section 2.4 of the Plan.  Ordinary Shares surrendered upon exercise shall be valued at the Stock Exchange closing price for the Ordinary Share on the day prior to exercise.

7.Rights as Shareholder.  As the holder of the Option you shall not be, nor have any of the rights or privileges of, a shareholder of the Corporation in respect of any Shares unless a certificate or certificates representing such Shares shall have been issued by the Corporation to you or a book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian.  The Corporation shall not be liable to you for damages relating to any delay in issuing shares or a share certificate to you, any loss of a certificate, or any mistakes or errors in the issuance of Shares or a certificate to you.

8.Withholding.  The Corporation shall have the right to withhold from your compensation or to require you to remit sufficient funds to satisfy applicable withholding for income and employment taxes upon the exercise of the Option. Subject to the limitations in Section 11.5 of the Plan, you may, in order to fulfill the withholding obligation, make payment to the Corporation in any manner permitted under Section 11.5 of the Plan.

9.No Guarantee of Employment. Nothing contained in this Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer upon you any right with respect to continuation of your employment or other service by or to the Corporation or any Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate your employment or other service at any time, and if you are an employee, your employment is and shall remain employment at will, except as otherwise specifically provided by law or in an employment agreement between you and the Corporation.

10.Personal Data.  By entering into this Agreement, you consent to the disclosure, transfer and/or processing of any relevant personal data in relation to the administration of the Plan by the Corporation or any third party authorized by the Corporation to administer the Plan on its behalf, and in particular such processing as is necessary in relation to your holding and exercising the Option.  The relevant personal data that will be processed includes but is not limited to name, employee number, hire date, job title and location.

2

11.Plan Terms Control.  In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

12.Notices.  Any notices to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation in care of its President, and any notices to you shall be addressed to you at the address stated in the Corporation’s records.

13.Compliance with Securities Laws.  Anything to the contrary herein notwithstanding, the Corporation's obligation to sell and deliver stock under the Option is subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

14.Governing Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Agreement, shall be governed by the laws of the State of Florida without regard to its conflicts of law rules.

15.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.Complete Agreement.  This Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.

17.Modifications.  The terms of this Agreement cannot be modified except in writing and signed by each of the parties hereto.

Very truly yours,

DJSP ENTERPRISES, INC.

By:           

Name: David J. Stern

Its:           President

The above is agreed to and accepted by:

Dated: ________________, 2010

Optionee’s Signature

________________________

Optionee’s Name

3

NOTICE OF EXERCISE OF NON-QUALIFIED SHARE OPTION

UNDER THE

2009 STOCK INCENTIVE PLAN

[INSERT COMPANY ADDRESS]

Attention: [Insert Officer]

Dear Sir or Madam:

A non-qualified share option was granted to me on ___________________,____________to purchase__________, Ordinary Shares of DJSP Enterprises, Inc. at a price of $__________ per share.

I hereby elect to exercise my non-qualified share option with respect to_________ shares for an aggregate purchase price of $______________.  I hereby elect to pay for such shares as follows:

Personal Check	$
Cash	$
Bank Draft	$
Money Order	$
Cashless Exercise	$
DJSP Enterprises, Inc. Ordinary Shares	$
Total	$

[A personal check [or cash, bank draft or money order] for the purchase price is enclosed herewith.]

[Documents as are required to effect a cashless exercise are enclosed.]

[I hereby elect to exercise my option with respect to shares through a combination of cash payments and Ordinary Shares of DJSP Enterprises, Inc.  A personal check for the purchase price to be paid in cash is enclosed herewith.  Certificates for Ordinary Shares of DJSP Enterprises, Inc. are enclosed herewith, along with a duly executed stock power in proper form for transfer, with all signatures properly guaranteed.

Optionee_______________________                     Dated ___________________________             

4

EX-8.1

Exhibit 8.1

         List of Subsidiaries