f20f0310ex4xx_djsp.htm


    Exhibit 4.20

     

    
      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 January 15, 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 (the “Operating
      Agreement”).

              


      

       

      
        	
                 
      

              	
                B.

              	
                The
      Company desires to amend Appendix C of
      the Operating Agreement to reflect changes to the names and addresses,
      Membership Percentages and Capital Contributions of the
      Members.

              


      

       

      
        	
                 
      

              	
                C.

              	
                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.

       

      (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.

       

      


      [Signature
Page Follows.]

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      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:       ______________________________

                David J. Stern,
      President

              
	 
      	 
      
	 
      	
                SERIES
      A PREFERRED MEMBER:

              
	 
      	 
      
	 
      	
                PROFESSIONAL TITLE AND
      ABSTRACT

                COMPANY OF FLORIDA,
      INC.

              
	 
      	 
      
	 
      	
                By:       ______________________________

                David J. Stern,
      President

              


      

      


       

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      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 1

              
	
                DJSP
      Enterprises, Inc.(formerly
      Chardan 2008 China Acquisition
      Corp.) (“DJSP”)

                c/o
      Chardan Capital LLC

                474
      Three Mile Road

                Glastonbury,
      CT 06033

                Attn:  Dan
      Beharry

                Facsimile:  (281)
      644 5751

                email:  dbeharry@chardancapital.com

              	 	 	10,663,866	2	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	$52,477,047	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                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

              	 	 	1,200,000	 	 	 	1,666,667	 	 	 	596,666	 	 	 	596,666	 	 	 	646,667	 	 	 	646,667	 	 	 	646,667	 	 	
                Description
      of property

              	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                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

              	 	 	600,000	 	 	 	0	 	 	 	61,334	 	 	 	61,334	 	 	 	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

              	 	 	900,000	 	 	 	0	 	 	 	92,000	 	 	 	92,000	 	 	 	92,000	 	 	 	92,000	 	 	 	92,000	 	 	
                Description
      of property

              	 	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Totals

              	 	 	13,363,866	 	 	 	1,666,667	 	 	 	750,000	 	 	 	750,000	 	 	 	800,000	 	 	 	800,000	 	 	 	800,000	 	 	 	 	 	 
      


      

       

                             

       

      1 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.

       

        2
Equals number of shares of DJSP Ordinary Shares outstanding.

         

         

        C-1