EXHIBIT 8
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 |
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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 |
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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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