SEVENTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT 16
SEVENTH
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
effective as of December 1, 2010 by DAL Group, LLC (the “Company”). This
Amendment will become effective upon receipt of approval by the Company and the
Majority Interest Members (as defined below) (the “Effective
Date”).
Background
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A.
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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, amended as of March 23, 2010, as
of May 3, 2010, as of July 26, 2010, as of October 28, 2010 and as of
November 19, 2010 (the “Operating
Agreement”).
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B.
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The
Company desires to amend the definition of “Specified Exchange Date”
contained in Appendix A of the Operating
Agreement.
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C.
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Pursuant
to Section
12.1 of the Operating Agreement, this amendment to the Operating
Agreement must be approved by all members of the Company (the “Majority Interest
Members”).
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Now,
therefore, the Company and the Members hereby agree as follows.
Amendment
1. Amendment. The
definition of “Specified
Exchange Date” set forth in Appendix A of the Operating Agreement shall
be amended and restated as follows:
“Specified Exchange Date”
means the tenth (10th) Business Day after the receipt by Chardan of a Notice of
Exchange or, if later, January 18, 2011; provided, however, that the Specified
Exchange Date or the closing of an Exchange, on any Specified Exchange Date, may
be deferred, in Chardan’s sole and absolute discretion, for such time (but in
any event not more than sixty (60) days in the aggregate after the Specified
Exchange Date) as may reasonably be required to effect, as applicable,
compliance with the Securities Act or other law (including, (a) state “blue sky”
or other securities laws, and (b) the expiration or termination of the
applicable waiting period, if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976). A Notice of Exchange may be given prior to
the Restriction Expiration Date.
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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.]
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The
Company and the Members have executed this Amendment to Amended and Restated
Limited Liability Company Agreement of DAL Group, LLC as of the Effective
Date.
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THE
COMPANY:
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MEMBERS:
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DAL
GROUP, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇,
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇,
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President
and Chief Executive Officer
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President
and Chief Executive Officer
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Dated:
December 1, 2010
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Dated:
December 1, 2010
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▇▇▇▇▇
HOLDING COMPANY – PT, INC.
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇, President
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Dated:
December 2, 2010
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Dated:
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NAGINA
PARTNERS LLC
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By:
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/s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇
▇. ▇▇▇▇▇, President
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Dated:
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3
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: December
2, 2010
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/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Law
Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, P.A.
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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President
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▇▇▇▇▇
Holding Company-PT, Inc.
(formerly
Professional Title and Abstract Company of Florida,
Inc.)
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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President
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▇▇▇▇▇ Holding Company-DS,
Inc.
(formerly
Default Servicing, Inc.)
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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President
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