EX-9 2 exhibit9.htm
EXHIBIT 9

TERMINATION OF VOTING AGREEMENT
 
This Termination of Voting Agreement (the “Termination”) is made and entered into effective as of November 19, 2010, by and among David J. Stern (“Stern”), the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Stern Holding Company – PT, Inc. (f/k/a Professional Title and Abstract Company of Florida, Inc.), a corporation organized under the laws of the State of Florida (“PTA”), Stern Holding Company – DS, Inc. (f/k/a Default Servicing, Inc.), a corporation organized under the laws of the State of Florida (“DSI”), FlatWorld DAL, LLC, a Delaware limited liability company (“FlatWorld”), Jeffrey Valenty (“Valenty”), Nagina Partners LLC, a Delaware limited liability company (“Nagina”), DJSP Enterprises, Inc. (f/k/a Chardan 2008 China Acquisition Corp.), a BVI business company organized under the laws of the British Virgin Islands, (the “Company”) and certain shareholders of the Company who are signatories hereto (the “Principals”).  Stern, DJS, PTA, DSI, FlatWorld, Valenty, Nagina, the Principals and the Company are collectively referred to herein as the “Parties.”
 
Recitals
 
A.          The Parties are parties to that certain Voting Agreement, dated as of January 15, 2010 (the “Voting Agreement”).
 
B.           The Parties desire to terminate the Voting Agreement, effective immediately.
 
C.           Pursuant to Section 4.9 of the Voting Agreement, no provision of the Voting Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such wavier, amendment, supplement or modification is in writing and signed by an authorized representative of the Party against whom it is sought to be enforced.
 
Therefore, the Parties agree as follows:
 
1.           Termination.  The Parties agree that the Voting Agreement is cancelled and terminated with no further action required by any person or entity.  None of the Parties shall have any rights or obligations as among each other with respect to the Voting Agreement or with respect to the subject matter of the Voting Agreement.
 
2.           Successors and Assigns.  This Termination shall (a) be binding on the Parties and their respective successors and assigns, and (b) inure to the benefit of the Parties and their respective successors and assigns.
 
3.           Counterparts.  This Termination may be executed in any number of counterparts (including by facsimile or electronic transmission) and by the Parties in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Termination by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Termination.

 
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4.           Governing Law.  This Termination shall be governed by and construed in accordance with the laws of the British Virgin Islands, without respect to its conflict of law principles.

[Signatures Appear on the Following Page]

 
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IN WITNESS WHEREOF, the Parties hereto have executed this Termination as of the date first above written.
 
 
/s/ David J. Stern
 
David J. Stern
 
Dated:  November 19, 2010
   
 
Law Offices of David J. Stern, P.A.
       
 
By:
/s/ David J. Stern
   
David J. Stern
   
President
 
Dated:
November 19, 2010
       
 
Stern Holding Company – PT, Inc.
       
 
By:
/s/ David J. Stern
   
David J. Stern
   
President
 
Dated:
November 19, 2010
       
 
Stern Holding Company – DS, Inc.
       
 
By:
/s/ David J. Stern
   
David J. Stern
   
President
 
Dated:
November 19, 2010
       
 
DJSP Enterprises, Inc.
       
 
By:
/s/ Stephen J. Bernstein
   
Stephen J. Bernstein
   
President
 
Dated:
November 19, 2010

 
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FlatWorld DAL, LLC
       
 
By:
FORTUNA CAPITAL PARTNERS LP, its Member
     
 
By:
FORTUNA CAPITAL CORP., its General Partner
       
 
By:
/s/ Jeffrey Valenty
 
Title:
President
 
Dated:
 
       
 
/s/ Jeffrey Valenty
 
Jeffrey Valenty
 
Dated:
 

 
Nagina Partners LLC
       
 
By: Nagina Engineering Investment Corp.
     
 
By
/s/ Raj Gupta
   
Raj Gupta
   
President
 
Dated:
 

 
PRINCIPALS
   
 
Kerry Propper
       
 
By:
/s/ Kerry Propper
 
Dated:
November 22, 2010
       
 
Steven Urbach
       
 
By:
/s/ Steven Urbach
 
Dated:
November 22, 2010
       
 
Jonas Grossman
       
 
By:
/s/ Jonas Grossman
 
Dated:
November 22, 2010

 
4

 

 
George Kaufman
       
 
By:
/s/ George Kaufman
 
Dated:
November 22, 2010
       
 
Todd Gold
       
 
By:
/s/ Todd Gold
 
Dated:
November 22, 2010
       
 
Jiangnan Huang
       
 
By:
 
 
Dated:
 
       
 
Royal Holdings
       
 
By:
/s/ Michael Walas
 
Dated:
November 22, 2010
       
 
Dr. Richard D. Propper
       
 
By:
/s/ Richard D. Propper
 
Dated:
November 22, 2010
       
 
Paula Beharry
       
 
By:
/s/ Paula Beharry
 
Dated:
November 22, 2010
       
 
Daniel Beharry
       
 
By:
/s/ Daniel Beharry
 
Dated:
November 22, 2010

 
5

 

 
Li Zhang
     
 
By:
/s/ Li Zhang
 
Dated:
November 30, 2010
       
 
Li Ping He (as custodian for Tiffany He)
       
 
By:
/s/ Li Ping He
 
Dated:
November 30, 2010
       
 
Li Gong
       
 
By:
 
 
Dated:
 
       
 
Dr. Jianjun Shi
       
 
By:
 
 
Dated:
 
       
 
Xiaosong Zhong
       
 
By:
 
 
Dated:
 
       
 
Carman Ramirez
       
 
By:
/s/ Carman Ramirez
 
Dated:
November 23, 2010
       
 
Edward Carter
       
 
By:
 
 
Dated:
 
       
 
Ida Carter
       
 
By:
 
 
Dated:
 

 
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