f20f0310ex4xv_djsp.htm


    Exhibit
4.15

     

    
      FLATWORLD
PARTICIPANTS

      TAX
INDEMNIFICATION AGREEMENT

       

      THIS TAX
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as
of January 15, 2010, is entered into by and between Raj Gupta (“Gupta”), Jeffrey
Valenty (“Valenty”), FlatWorld
DAL, LLC (“FlatWorld,” and
collectively with Gupta and Valenty the “FlatWorld
Participants”), Chardan 2008 China Acquisition Corp. (“Chardan”), and DAL
Group, LLC (the “Company”).

       

      Recitals

       

      WHEREAS,
FlatWorld is currently a member of the Company, Chardan is to become a member of
the Company, and both will enter into the Amended and Restated Limited Liability
Company Agreement of DAL Group, LLC dated as of the date hereof (the “LLC
Agreement”).

       

      WHEREAS,
to induce Chardan to enter into the LLC Agreement, the FlatWorld Participants
have agreed to enter into this Agreement to provide certain tax indemnifications
to Chardan.

       

      NOW,
THEREFORE, the parties agree as follows:

       

      1. DEFINITIONS.

       

      (a) “Accountant” shall
mean McGladrey & Pullen LLP, or other nationally recognized certified public
accounting firm mutually agreed to by the parties.

       

      (b) “Adverse Position” is
defined in the definition of Final Determination.

       

      (c) “Amended Indemnity
Payment” is defined in Section 2(c).

       

      (d) “Arbitrating
Accountant” is defined in the definition of Final
Determination.

       

      (e) “Arbitrator” is
defined in Section 6.

       

      (f) “Cap Amount” is
defined in Section 4(a).

       

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

       

      (h) “DAL Group LLC Tax
Indemnification Agreement” means the tax indemnification agreement
entered into by and between Chardan and the Company.

       

      (i) “DAL Warrant” has the
meaning set forth in the LLC Agreement.

       

      (j) “Deadline” is defined
in the definition of Final Determination.

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (k) “Employee Incentive
Units” has the meaning set forth in the LLC Agreement.

       

      (l) “Final Determination”
means a “determination” within the meaning of Section 1313(a) of the Code, or a
binding settlement agreement with any taxing authority or any determination made
by the Accountant or Arbitrating Accountant in accordance with the procedure
below.  Prior to filing a Tax Return that will result in an
Indemnified Loss Event (an “Adverse Position”),
the Company or Chardan will provide the FlatWorld Participants with written
notice (the “Notice”) of the
Adverse Position, and copies of the Tax Returns containing such Adverse
Positions for the FlatWorld Participants to review, at least sixty (60) days
prior to the Deadline (as defined below) or such shorter period of time prior to
the Deadline that the Company or Chardan is aware of the Adverse Position or, in
the case of delivery of such Tax Returns, has a draft of such Tax Returns ready
for review by third parties.  Thereafter, the Company, Chardan, the
Stern Participants and the FlatWorld Participants will mutually agree on another
nationally recognized accounting firm (“Arbitrating
Accountant”) to review the Adverse Position proposed to be taken by the
Company or Chardan.  If the parties have not agreed on the Arbitrating
Accountant within five (5) days after their receipt of the Notice, then the
Company and Chardan, on the one hand, and the Stern Participants and the
FlatWorld Participants, on the other hand, shall each choose a nationally
recognized accounting firm, and such two accounting firms shall choose a third
nationally recognized accounting firm to act as the sole Arbitrating Accountant
within ten (10) days after the parties receipt of the Notice. Within fifteen
(15) days following selection, the Arbitrating Accountant shall advise the
parties and the Accountant in writing of its determination and whether it would
be prepared to sign a Tax Return for the Company and Chardan that contains the
tax position advocated by the FlatWorld Participants rather than the Adverse
Position.  If the Arbitrating Accountant is willing to sign a Tax
Return for the Company and Chardan containing the position advocated by the
FlatWorld Participants and if the Accountant does not sign the Company’s or
Chardan’s Tax Return on that basis within five (5) days after the receipt of the
Arbitrating Accountant’s determination, the Arbitrating Accountant shall be
engaged to sign the Company’s and Chardan’s Tax Return on that basis within
eight (8) days after receipt of the Arbitrating Accountant’s determination,
provided the Arbitrating Accountant agrees to sign such Tax Returns no later
than three (3) days prior to the filing deadline (including any automatic
extension whether or not such extension has been sought) for the Tax Return of
the Company or Chardan, as the case may be (the “Deadline”) and
provided the Arbitrating Accountant’s fee for signing the return is not greater
than the amount charged by the Accountant for preparing the
return.  In no event shall the foregoing provision prohibit the
Company or Chardan from filing any Tax Return by the Deadline, even if that
requires it to take an Adverse Position, and if the Arbitrating Accountant has
not signed such Tax Return and delivered such Tax Return for filing no later
than three (3) days prior to the Deadline, such Tax Return shall be filed on the
basis of the tax position advocated by the Accountant, and any position to be
taken on such Tax Return shall be considered a Final Determination no later than
three (3) days prior to the Deadline; provided further that, if the decision of
the Arbitrating Accountant, when rendered, is not consistent with an Adverse
Position taken on the Company’s or Chardan’s filed Tax Return, the Company


       

       

      
        
          
          

        

        
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      or
Chardan,
as the case may be, will promptly amend such filed Tax Return so as to be
consistent with the decision of the Arbitrating Accountant, with either the
Accountant or the Arbitrating Accountant signing such return on a basis
comparable to that provided above, and in such case, the Company shall promptly
refund all amounts paid by the FlatWorld Participants to Chardan under this
Agreement as a result of filing the original Tax Returns containing the Adverse
Position and the Company shall be entitled to the payment of the amounts
otherwise payable to the FlatWorld Participants from Chardan pursuant to Section
2(c) in respect of such amounts originally paid by the FlatWorld Participants.
The fees and expenses of the Arbitrating Accountant shall be paid by the party
or parties whose position is not adopted by the Arbitrating Accountant, provided
that the Company pays or provides the required funds to Chardan for its share of
any such fees and expenses. The parties hereto agree to act in good faith and
use their reasonable best efforts to ensure that the Notice and such Tax Returns
are provided at least sixty (60) days prior to the Deadline and that the
Arbitrating Accountant is able to make a determination and sign such Tax Returns
no later than three (3) days prior to the Deadline (including modifying the time
frames set forth above if such Notice and Tax Returns are provided less than
sixty (60) days prior to the Deadline).

       

      (m) “FlatWorld” is defined
in the Preamble.

       

      (n) “FlatWorld Letter
Agreement” means that certain letter agreement dated December 10, 2009,
among the Company, FlatWorld and Fortuna.

       

      (o) “Fortuna” means
Fortuna Capital Partners LP, a Delaware limited partnership.

       

      (p) “Gupta” is defined in
the Preamble.

       

      (q) “Indemnified Loss
Event” is defined in Section 2(a).

       

      (r) “Indemnity Amount”
means, with respect to Chardan, (i) the amount, determined by the Accountant in
its reasonable discretion, of the increase in Taxes actually payable by Chardan
for the tax year in question incurred as a result of an Indemnified Loss Event
or a Special Indemnified Loss Event, including those Taxes, if any, resulting
from the receipt by Chardan of an indemnity payment pursuant to this Agreement;
and (ii) reasonable fees of accountants and attorneys incurred by Chardan in
calculating the increase in Taxes subject to the indemnity hereunder or in
complying with the obligations, defending any actions, or enforcing any of the
rights under this Agreement (the “Indemnification Expenses”); provided, however,
that to the extent the Indemnification Expenses relate to a situation in which
the Arbitrating Accountant adopts the position of the FlatWorld Participants
pursuant to Section 1(l), then such Indemnification Expenses shall not be
payable by the FlatWorld Participants but shall be payable by the Company
pursuant to the DAL Group LLC Tax Indemnification Agreement.

       

      (s) “Indemnity Payment” is
defined in Section 2(a).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      (t) “LLC Agreement” is
defined in the Recitals.

       

      (u) “Notice Date” is
defined in Section 5(a).

       

      (v) “Reverse Indemnity” is
defined in Section 2(d).

       

      (w) “Reverse Special
Indemnity” is defined in Section 3(c).

       

      (x) “Sharing Percentages”
means 60% with respect to Gupta and 40% with respect to Valenty.

       

      (y) “Special Final
Determination” means a “determination,” within the meaning of Section
1313(a) of the Code by the relevant taxing authority or a binding settlement
with the relevant taxing authority, in each case that is contrary to any of the
Tax Positions (such contrary positions to be taken only with respect to any Tax
Return governed by such taxing authority or any other Tax Return that the
Company is required by law to amend or file as a result of such determination or
settlement) or a Change in Law (as defined in the FlatWorld Letter Agreement)
after the date of the FlatWorld Letter Agreement, requiring the Company to take
a position adverse, contrary or inconsistent with any of the Tax Positions or
prepare its Tax Returns in accordance with a position adverse, contrary to or
inconsistent with any of the Tax Positions, and there is not, following the date
of such Change in Law, at least substantial authority (within the meaning of
Section 6662 of the Code) to support the Tax Position.

       

      (z) “Special Indemnified Loss
Event” is defined in Section 3(a).

       

      (aa) “Special Indemnity
Payment” is defined in Sections 3(a).

       

      (bb) “Stern Participants”
means David J. Stern, the Law Offices of David J. Stern, P.A., Professional
Title and Abstract Company of Florida, Inc. and Default Servicing,
Inc.

       

      (cc) “Stern Participants Tax
Indemnification Agreement” means that certain tax indemnification
agreement entered into by and between the Stern Participants, Chardan and the
Company dated as of the date hereof attached hereto as Exhibit A.

       

      (dd) “Tax” or “Taxes” shall mean all
federal, state and local income taxes, imposed by any U.S. federal, state, local
or other government, or any agency or political subdivision thereof, together
with any interest, penalties and additions to tax imposed thereon.

       

      (ee) “Tax Positions” has
the meaning set forth in the FlatWorld Letter Agreement.

       

      (ff) “Tax Return” includes
any return (including any informational return in the case of an entity taxed as
a partnership), 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), 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.

       

       

      
        
          
          

        

        
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      (gg) “Valenty” is defined
in the Preamble.

       

      2. INDEMNITY
OBLIGATION.

       

      (a) The
FlatWorld Participants, severally and not jointly, pro rata in accordance with
the Sharing Percentages, hereby agree to indemnify, defend and hold harmless
Chardan against and to pay to, or on behalf of, Chardan (an “Indemnity Payment”):
any Indemnity Amount incurred by Chardan as a result of a Final Determination
that (i) the exercise of a DAL Warrant or receipt of Employee Incentive Units by
Chardan results in additional taxable income being recognized by Chardan (A) in
the year of exercise of a DAL Warrant or receipt of Employee Incentive Units, or
(B) in subsequent years, due to a “corrective allocation” of income or gain from
the Company to Chardan, within the meaning of Proposed Treasury Regulation
§1.704-1(b)(2)(iv)(4)(x), or otherwise; provided that with respect to clause (A)
or (B) under no circumstances shall such income or gain include any allocation
made pursuant to Section 704(c) of the Code, the principles of Section 704(c) of
the Code, or Treasury Regulations promulgated thereunder, including, but not
limited to, Treasury Regulation §1.704-3(a)(6); (ii) the elimination of any
Series B Preferred Unit Capital Account or the redemption of any Series B
Preferred Unit pursuant to Section 4.1(c)(5) of the LLC Agreement results in a
taxable capital shift to Chardan or an additional allocation of income or gain
to Chardan; and (iii) the assumption or payment by the Company of identified
expenses of Chardan results in taxable income being recognized by Chardan
(collectively, an “Indemnified Loss
Event”).

       

      (b) To the
extent that Chardan is entitled to recover an Indemnity Payment for the same
Indemnified Loss Event from the Stern Participants pursuant to the Stern
Participants Tax Indemnification Agreement, then the recovery from the Stern
Participants and the FlatWorld Participants shall be on a pro rata basis, in
accordance with their relative Cap Amounts (as set forth in the Stern Tax
Indemnification Agreement and this Agreement, as the case may be).

       

      (c) If it is
determined that the initial determination of an Indemnity Payment was incorrect
(including by reason of a subsequent examination by a taxing authority or the
filing of an amended tax return) (the “Amended Indemnity
Payment”), and the Amended Indemnity Payment is greater than the initial
Indemnity Payment, subject to the limitations herein, the FlatWorld
Participants, severally and not jointly, pro rata in accordance with
the Sharing Percentages, shall make an additional payment to Chardan promptly
after such determination in an amount equal to the difference between (i) the
payment previously made pursuant to Section 2(a) hereof and (ii) the payment
that would have been paid pursuant to Section 2(a) if such original
determination had been correct (but taking into account any additional interest,
penalty or addition to tax as a result of the fact that the payment is made
later).  In the event the Amended Indemnity 

       

       

      
        
          
          

        

        
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      Payment
is less than the initial Indemnity Payment, subject to the limitations herein,
Chardan shall make a payment to the FlatWorld Participants in an amount equal to
the difference between (i) the payment previously made pursuant to Section 2(a)
hereof and (ii) the payment that would have been made if such original
determination had been correct.  In the event such initial Indemnity
Payment (or any portion thereof) has previously been paid to a taxing authority,
Chardan will be required to make a payment to the FlatWorld Participants only
following the receipt of any tax refund arising from the Amended Indemnity
Payment, including any interest received by Chardan as part of such tax refund;
provided, however, that Chardan will not be required to make any payment in
excess of the amount of any tax refund (including interest thereon) less any
Taxes payable by Chardan in connection with the receipt of such tax
refund.  If more than one payment is to be made pursuant to this
Section 2(c), the later payments shall take into account the effect of any prior
payments.  To the extent that Chardan recovered Indemnity Payments for
the Indemnified Loss Event resulting in the Amended Indemnity Payment from the
FlatWorld Participants, the Stern Participants and the Company, any amounts to
be paid to such parties as a result of an Amended Indemnity Payment shall be
shared among the FlatWorld Participants, the Stern Participants and the Company
on a pro rata basis, in
accordance with the amount of the original Indemnity Payment made by them with
respect to that Indemnified Loss Event.

       

      (d) If an
event that results in an Indemnified Loss Event for which an Indemnity Payment
is paid pursuant to Section 2(a) has the effect of actually reducing the
federal, state or local income tax liability of Chardan in a future tax year
(including if the event results in an increase in tax basis which reduces
Chardan’s taxable gain or increases Chardan’s taxable loss on a subsequent sale
of its Membership Interests or upon the subsequent sale of the assets of the
Company), and if such reduction has not previously been taken into account in
computing an Indemnity Amount, then Chardan shall pay to the FlatWorld
Participants an amount (a “Reverse Indemnity”)
equal to the amount of such actual reduction in Taxes, but only to the extent
Chardan has received in cash (i) tax distributions pursuant to Section 5.4 of
the LLC Agreement in excess of Taxes payable by Chardan in respect of such
taxable year or (ii) a Tax refund resulting from such actual reduction in Taxes
less any Taxes payable by Chardan in connection with the receipt of such tax
refund.  Chardan shall not be obligated to make any payment pursuant
to this Section 2(d) to the extent that the sum of the amount of the aggregate
payments made pursuant to this Section 2(d) is in excess of the aggregate
Indemnity Amounts previously paid to Chardan with respect to the Indemnified
Loss Event.  To the extent that Chardan recovered Indemnity Payments
for the Indemnified Loss Event resulting in the Reverse Indemnity from the Stern
Participants, the FlatWorld Participants and the Company, any amounts to be paid
to such parties as a result of the Reverse Indemnity shall be shared among the
Stern Participants, the FlatWorld Participants and the Company, on a pro rata basis, in accordance
with the amount of the original Indemnity Payment made by them with respect to
that Indemnified Loss Event.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      3. SPECIAL
INDEMNITY OBLIGATION

       

      (a) The
FlatWorld Participants hereby, severally and not jointly, pro rata in accordance with
the Sharing Percentages, agree to indemnify, defend and hold harmless Chardan
against and to pay to, or on behalf of, Chardan (a “Special Indemnity
Payment”) any Indemnity Amount incurred by Chardan as a result of a
Special Final Determination in connection with the Tax Positions (a “Special Indemnified Loss
Event”).

       

      (b) If an
event that results in a Special Indemnified Loss Event for which a Special
Indemnity Payment is paid pursuant to Section 3(a) has the effect of actually
reducing the federal, state or local income tax liability of Chardan in a future
tax year (including if the event results in an increase in tax basis which
reduces Chardan’s taxable gain or increases Chardan’s taxable loss on a
subsequent sale of its Membership Interests or upon the subsequent sale of the
assets of the Company), and if such reduction has not previously been taken into
account in computing an Indemnity Amount, then Chardan shall pay to the
FlatWorld Participants, an amount (a “Reverse Special
Indemnity”) equal to the amount of such actual reduction in Taxes, but
only to the extent Chardan has received in cash (i) tax distributions pursuant
to Section 5.4 of the LLC Agreement in excess of Taxes payable by Chardan in
respect of such taxable year or (ii) a Tax refund resulting from such actual
reduction in Taxes less any Taxes payable by Chardan in connection with the
receipt of such tax refund.  Chardan shall not be obligated to make
any payment pursuant to this Section 3(b) to the extent that the sum of the
amount of the aggregate payments made pursuant to this Section 3(b) is in excess
of the aggregate Special Indemnity Amounts previously paid to Chardan with
respect to the Special Indemnified Loss Event.

       

      4. INDEMNITY
CAP AND SHARING.

       

      (a) In no
event will the FlatWorld Participants be required to make aggregate payments
under the terms of this Agreement in excess of one million seven hundred fifty
thousand dollars ($1,750,000) (the “Cap
Amount”).  For this purpose, the aggregate payments made by the
FlatWorld Participants are reduced by the aggregate payments made by Chardan
pursuant to Sections 2(c), 2(d) and 3(b).  The FlatWorld Participants
hereby agree to share any amounts payable or recoverable pursuant to this
Agreement pro rata in
accordance with the Sharing Percentages.

       

      (b) Notwithstanding
the foregoing, the amount required to be paid by Chardan pursuant to Section
2(c), 2(d) or 3(b) shall be reduced by the aggregate of any Indemnity Amount
that is not required to be paid by the FlatWorld Participants by reason of the
Cap Amount.

       

      5. PROCEDURAL
MATTERS.

       

      (a) Once
there has been (i) a Final Determination, board members of Chardan, not
nominated by the Stern Participants or FlatWorld Participants, may make a demand
on behalf of Chardan for any Indemnity Payment under Section 2(a) by providing
written notice to the FlatWorld Participants, or (ii) a Special Final
Determination, board members of Chardan, not nominated by the Stern Participants
or FlatWorld Participants, may make a demand on behalf of Chardan for any
Special Indemnity Payment under Section 3(a) by providing written notice to the
FlatWorld Participants.  Any such written notice shall be provided to
the FlatWorld Participants as soon as practicable after the Final Determination
or Special Final Determination, as the case may be (the “Notice
Date”).  To the extent demand is made for an Indemnity Payment
for an Indemnified Loss Event the FlatWorld Participants shall also be provided
a copy of the notice required to be provided to the Stern Participant pursuant
to the Stern Participant Tax Indemnification Agreement.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      (b) The
FlatWorld Participants shall make any required payments to Chardan pursuant to
this Agreement no later than twenty (20) days after the Notice Date, but in no
event later than the date Chardan is required to make payment of any additional
Taxes as a result of an Indemnified Loss Event or Special Indemnified Loss
Event.

       

      (c) To the
extent permitted by law without the imposition of a penalty under Section 6662
of the Code, Chardan agrees to report any item on its Tax Returns, and to take
positions in any other Tax filings, in a manner consistent with the positions
taken by the Company on its Tax Returns. Chardan agrees to not take any action
independent of the Tax Matters Partner (as defined in Section 6231(a) (7) of the
Code) of the Company in any examination or other proceeding in respect of the
Company’s Tax Returns and to cooperate with the Company, or the Tax Matters
Partner, in pursuing any contest or other proceeding in respect of
Taxes.  The FlatWorld Participants agree not take any action
independent of the Tax Matters Partner (as defined in Section 6231(a) (7) of the
Code) of the Company on any examination or other proceeding in respect of the
Company’s Tax Returns and to cooperate with the Company, or the Tax Matters
Partner, in pursuing any contest or other proceeding in respect of
Taxes.

       

      (d) Chardan
and the Company shall promptly notify the FlatWorld Participants in writing if
either of them receive notice from the IRS or any appropriate state or local
authority of an actual or proposed tax liability for which Chardan may be
subject to indemnification under this Agreement, and the FlatWorld Participants
shall, at their expense, direct the conduct of the contest and settlement
relating to any such Indemnified Loss Event.  In the event that both
the Stern Participants and FlatWorld Participants have the obligation to direct
the contest and settlement relating to any such Indemnified Loss Event, they
shall act jointly, with any dispute between them resolved by arbitration as
provided in Section 6.  No decision (procedural or substantive)
relating to any such contest or settlement may be made by Chardan or the Company
without the FlatWorld Participants’ prior written approval which shall not be
unreasonably withheld, delayed or conditioned.  The settlement or
payment of any claim by Chardan that would result in an Indemnity Payment or
Special Indemnity Payment hereunder prior to a Final Determination or a Special
Final Determination, as the case may be, shall constitute a waiver of the right
to indemnity under this Agreement, and Chardan shall be entitled to
indemnification therefore pursuant to the DAL Group, LLC Tax Indemnification
Agreement.

       

      (e) The
parties agree that the Company and Chardan will use the Accountant, to prepare
their respective Tax Returns.

       

       

      
        
          
          

        

        
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      6. ARBITRATION.  Any
dispute under Section 5(d) will be submitted for final and binding resolution to
an independent third party accounting firm (the “Arbitrator”) selected
by the Stern Participants, on one hand, and the FlatWorld Participants on the
other hand, in good faith.  If they cannot agree on an Arbitrator,
they 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 Stern
Participants and the FlatWorld Participants as promptly as practicable, 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 Stern Participants or the
FlatWorld Participants 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 Stern Participants and the
FlatWorld Participants.  The fees, expenses and costs of the
Arbitrator shall be paid one-half by each of the Stern Participants and the
FlatWorld Participants.

       

      7. THIRD
PARTY BENEFICIARIES.  The Stern Participants shall be deemed to be
third party beneficiaries of Sections 3(d) and 6 of this Agreement in connection
with Indemnified Loss Events and shall have the right to enforce those
provisions against the FlatWorld Participants as if they were a party to the
Agreement.

       

      8. NOTICES.  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,
(b) one (1) day after having been delivered to Federal Express or other delivery
courier in time for and specifying 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 parties at the addresses listed below.  The addresses and other
information so indicated for any party may be changed by a party by written
notice to the other parties.

       

      Notice to
the Company:

       

      DAL
Group, LLC

      900 South
Pine Island Road

      Suite
400

      Plantation,
FL 33324

      Attn:  David
J. Stern, Esq.

      Facsimile: (954) 233-8000

       

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      with a
copy to:

       

      Chardan
Capital, LLC

      474 Three
Mile Road

      Glastonbury,
CT 06033

      Attn:  Dan
Beharry

      Facsimile:
(281) 644-5751

      Email:
dbeharry@chardancapital.com

       

      Notice to
Chardan:

       

      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

      


      and to:

      


      Loeb & Loeb LLP

      345 Park Avenue

      New York, NY 10154

      Attn: Mitchell S. Nussbaum

      Email: mnussbaum@loeb.com

      


      Notice to
FlatWorld Participants:

       

      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

       

      with a
copy to:

       

      Proskauer
Rose LLP

      1585
Broadway

      New York,
New York  10036

      Attn:
Daniel J. Eisner

      Facsimile:
(212) 969-2900

      Email:
deisner@proskauer.com

       

      9. AMENDMENTS.  All
amendments to this Agreement shall be in writing and shall not be effective
unless approved by all parties to this Agreement.

       

      
        
          
          

        

        
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      10. ENTIRE
AGREEMENT.  This Agreement constitutes the entire Agreement between
the parties and may be modified only as provided herein.  No
representations or oral or implied agreements have been made by any party hereto
or its 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 parties with respect
to the subject matter hereof.

       

      11. JURISDICTION.  Each
party 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
Section 7 of
this Agreement, and that when so made will be as if served upon him, her or it
personally.  EACH OF THE PARTIES 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. BINDING
EFFECT.  This Agreement shall be binding upon and shall inure to the
benefit of the parties, their successors and assigns.  None of the
provisions of this Agreement shall be construed as for the benefit of or as
enforceable by any creditor of the parties or any other person not a party to
this Agreement.

       

      13. COUNTERPARTS.  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.

       

      14. INTERPRETATION
AND CONSTRUCTION.

       

      (a) Florida Law to
Control.  The validity and interpretation of, and the
sufficiency of performance under, this Agreement shall be governed by Florida
law, with regard to its conflicts of law rules.

       

      (b) Arrangement and
Classification.  This Agreement is divided 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.

       

      (c) 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.

       

      (d) 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.

       

      (e) Number.  The
singular form of any word used in this Agreement shall include the plural and
vice versa.

       

      (f) Gender.  The
use in this Agreement of any word of any gender shall include correlative words
of all genders.

       

      SIGNATURE
PAGE FOLLOWS

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.

       

      
        	 
      	 
      
	 
      	
                CHARDAN
      2008 CHINA ACQUISITION CORP.

              
	 
      	 
      
	 
      	
                By:

              	                                                                             
          
	 
      	 
      	
                Kerry
      Propper

              
	 
      	 
      	
                Chief
      Executive Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                FLATWORLD
      DAL, LLC

              
	 
      	 
      
	 
      	
                By:  FORTUNA
      CAPITAL PARTNERS LP, its Member

              
	 
      	 
      
	 
      	
                By:  FORTUNA CAPITAL
      CORP., its General Partner

              
	 
      	 
      
	 
      	
                By:                                                                                   
          

              
	 
      	
                Name:   Jeffrey
      A. Valenty

              
	 
      	
                Title:     President

              
	 
      	 
      
	 
      	 
      
	 
      	                                                                                               
      
	 
      	
                RAJ
      GUPTA

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	                                                                                           
         
	 
      	
                JEFFREY
      VALENTY

              
	 
      	 
      
	 
      	
                DAL
      GROUP, LLC

              
	 
      	 
      
	 
      	
                By:  FLATWORLD
      DAL LLC, its Member

              
	 
      	 
      
	 
      	
                By:  NAGINA
      ENGINEERING INVESTMENT CORP.,
      its Member

              
	 
      	 
      
	 
      	
                By:_______________________________________

              
	 
      	
                Name:   Raj
      K. Gupta

              
	 
      	
                Title:     President

              


      

      


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