EX-13 5 exhibit13.htm
EXHIBIT 13
 
FOURTH AMENDMENT TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
 
This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of July 26, 2010 by DAL Group, LLC (the “Company”).
 
Background
 
 
A.
The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010 and as of May 3, 2010 (the “Operating Agreement”).
 
 
B.
The Company has entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders of Timios, Inc., dated as of the same date as this Amendment, pursuant to which the Company, upon closing of the transactions contemplated by the Purchase Agreement, would purchase all of the issued and outstanding shares of Timios, Inc.  In connection with the transactions contemplated by the Purchase Agreement, DJSP Enterprises, Inc. will contribute 200,000 ordinary shares of the Company and in exchange for such contribution, the Company desires to issue 200,000 additional Common Units to DJSP Enterprises, Inc.
 
 
C.
The Company desires to amend Appendix C of the Operating Agreement to reflect DJSP Enterprises, Inc.’s ownership of an additional 200,000 Common Units of the Company and the resulting changes to the Membership Percentages of the Members.
 
 
D.
Pursuant to Section 12.1 of the Operating Agreement, amendments to Appendix C following any issuance, redemption, repurchase, reallocation or Transfer of Units in accordance with the Operating Agreement may be made by the Company with the consent of the Members holding a majority of the outstanding Series A Preferred Units (the “Series A Preferred Members”).
 
Now, therefore, the Company and the Series A Preferred Members hereby agree as follows.
 
Amendment
 
1.           Amendment.  Appendix C of the Operating Agreement is hereby deleted in its entirety, and the appendix set forth on Exhibit A to this Amendment is adopted as Appendix C.
 
2.           Miscellaneous.
 
(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.
 
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(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.
 
The Company and the sole Series A Preferred Member have executed this Amendment to  Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the date first above written.
 
 
THE COMPANY:
   
   
DAL GROUP, LLC
     
  By: 
 
/s/ David J. Stern
     
David J. Stern, President

 
SERIES A PREFERRED MEMBER:
   
   
STERN HOLDING COMPANY – PT, INC.
     
   
By:
/s/ David J. Stern
     
David J. Stern, President
 
 
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EXHIBIT A
 
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 9
DJSP Enterprises, Inc. (“DJSP”)
(formerly 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
    10,863,866
10 
    0       0       0       0       0       0     $ 52,477,047    
Stern Holding Company - PT, Inc.
(formerly 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
    2,393,332       1,666,667       0       0       646,667       646,667       646,667    
Description of
 property
   
 
9 Upon the admission of the Stern Participants and DJSP (formerly Chardan), the Members agree that each Member’s initial Capital Account balance shall be equal to the value of such Member’s Units, computed as follows:  The value of the DAL Warrants and DAL Options issued to DJSP will be equal to the valuation determined for fair value accounting purposes, unless otherwise agreed to by the Members.  The Series A Preferred Units will be valued at $25 million in the aggregate.  A Common Unit will have a value equal to the cash capital contribution made by DJSP minus the value of the DAL Warrants and DAL Options issued to DJSP, divided by the number of Common Units issued to DJSP.  The value of a Series B Preferred Unit will be the same as a Common Unit.

 
C-1

 

Name and Addresses
 
Common
Units
   
Series A
Preferred
Units
   
B1
Interests
   
B2
Interests
   
B3
Interests
   
B4
Interests
   
B5
Interests
 
Capital
Contribution
 
Initial Capital
Account 9
Jeffrey A. Valenty
c/o FlatWorld Capital LLC
666 Third Avenue, 15th Floor
New York, New York 10017
Facsimile:  (212) 796-4002
email: valenty@flatworldcapital.com
    722,668       0       0       0       61,333       61,333       61,333  
Description of
property
   
Nagina Partners LLC
c/o FlatWorld Capital LLC
666 Third Avenue, 15th Floor
New York, New York 10017
Attn:  Raj Gupta
Facsimile:  (212) 796-4002
email: rgupta@flatworldcapital.com
    1,084,000       0       0       0       92,000       92,000       92,000  
Description of
property
   
Totals
    15,063,866       1,666,667       0       0       800,000       800,000       800,000        

 
C-2