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.




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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.




2.1  Parties’
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.




2.2  Election 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.




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(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.




2.3  No 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.




2.4  Grant 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





2.5  Specific
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.




2.6  Successors.  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.




3.1  This
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.




4.1  Ownership.  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





4.2  Governing 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).




4.3  Severability.  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.




4.4  Successors.  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.




4.5  Additional
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.




4.6  Waiver.  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.




4.7  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 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.




4.8  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:




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




4.9  Entire
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





4.10  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 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
Agreementas of the date first above written.








_________________________________________________David
      J. SternLaw
      Offices of David J. Stern, P.A.




By:_______________________________________________David J.
      Stern
              President  Professional
      Title and Abstract Company of Florida, Inc.By:_______________________________________________David J.
      SternPresidentDefault Servicing,
      IncBy:_______________________________________________David J.
      SternPresident   FlatWorld
      DAL, LLCBy:      
      FORTUNA CAPITAL PARTNERS LP, itsMemberBy:       FORTUNA
      CAPITAL CORP., its GeneralPartnerBy:_______________________________________________Name:   Jeffrey
      A. ValentyTitle:     President    10
  _________________________________________________Jeffrey
      ValentyNagina
      Partners LLCBy:     
      Nagina Engineering Investment Corp.By:_______________________________________________Raj
    GuptaPresidentChardan 2008 China Acquisition
      CorpBy:_______________________________________________Kerry
      PropperChief Executive
      OfficerPRINCIPALSKerry
  PropperBy:Address:______________________________________________________________Facsimile:______________________________Steve
      UrbachBy:Address:_____________________________________________________________Facsimile:______________________________Jonas
  GrossmanBy:Address:______________________________________________________________Facsimile:_______________________________
   11
  George
      KaufmanBy:Address:______________________________________________________________Facsimile:_______________________________Todd
      goldBy:Address:______________________________________________________________Facsimile:_______________________________Jiangnan
  HuangBy:Address:______________________________________________________________Facsimile:______________________________Royal
  HoldingsBy:Name:_________________________________Title:__________________________________Address:_____________________________________________________________________________________________Facsimile:______________________________Dr. Richard D.
      PropperBy:Address:___________________________________________________________________________________________Facsimile:_____________________________  12
   Paula
  BeharryBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Daniel
  BeharryBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Li zhangBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Li Ping He (as custodian for
      Tiffany He)By:Address:____________________________________________________________________________________________Facsimile:_____________________________Li GongBy:Address:____________________________________________________________________________________________Facsimile:_____________________________  13
   Dr. Jianjun
  ShiBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Xiaosong
  ZhongBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Carman
  ramirezBy:Address:____________________________________________________________________________________________Facsimile:_____________________________Edward
  CarterBy:Address:_____________________________________________________________________________________________Facsimile:_____________________________Ida CarterBy:Address:____________________________________________________________________________________________Facsimile:_____________________________