UNITED STATES

|  ̈ | REGISTRATION      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE      ACT OF 1934 |   |
|--------|---------------------------------------------------------------------------------------------------------|--------|

| þ | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |   |
|--------|------------------------------------------------------------------------------------------------|--------|
|   |                                                                                           |   |
|   | For the fiscal year ended      December      31, 2009.                                         |   |

|  ̈ | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |   |
|--------|----------------------------------------------------------------------------------------------------|--------|
|   |                                                                                               |   |
|   | For the transition period      from __________ to      ___________                                 |   |

|  ̈ | SHELL      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 |   |
|--------|-------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                  |   |
|   | Date of event requiring this      shell company report: ________________                              |   |

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| Title of Each      Class       | Name of each exchange      on which registered |
|--------------------------------|------------------------------------------------|
|                           |                                           |
| UNITS,      EACH CONSISTING OF |                                           |
| ONE      ORDINARY SHARE        |                                           |
| AND      ONE WARRANT           | The      NASDAQ Stock Market LLC               |
|                           |                                           |
| ORDINARY      SHARES           | The      NASDAQ Stock Market LLC               |
|                           |                                           |
| WARRANTS      TO PURCHASE      |                                           |
| ONE      ORDINARY SHARE        | The      NASDAQ Stock Market LLC               |

|   |   o    Yes |   x  No |
|--------|----------------------|-------------------|

|   |   o    Yes |  x  No |
|--------|----------------------|-------------|

|   | x    Yes | o No |
|--------|----------|-----------|

|   | o    Yes | o No |
|--------|----------|-----------|

| o  Large      Accelerated filer | o  Accelerated      filer | x  Non-accelerated      filer |
|-------------------------------------------|-------------------------------------|-----------------------------------------|

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| x  US      GAAP | o  International      Financial Reporting Standards as issued by the International Accounting      Standards Board | o  Other |
|---------------------------|------------------------------------------------------------------------------------------------------------------------------|--------------------|

|   |   o Item      17 | o Item      18 |
|--------|----------------------------|----------------|

|   |   o    Yes |    x  No |
|--------|----------------------|-------------------------|

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|   | · | Item      3.  Key Information: The Company has revised its disclosure in      section D. Risk Factors, including the first and  fourth risk      factors on page 1 . |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Item      5. Operating and Financial Review and Prospects: The Company has revised      its disclosure to, among other things, reflect segment reporting in the      Company’s financial statements and changes to the Unaudited Pro Forma      Condensed Combined FinancialStatements. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Item      15. Controls and Procedures: The Company has revised its disclosure,      including to add a description of  the report of management on      internal control over financial reporting for Chardan 2008 China      Acquisition Corp. as of December 31,2009. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Item      18. Financial Statements: The Company has revised the Audited Combined      Carve-Out Financial Statements of DJS Processing Division and its Combined      Affiliates to, among other things,  reflect segment reporting      in the Company's financialstatements . |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|          |   PART I                                | PAGE   |
|---------------|---------------------------------------------------|--------|
| ITEM      3.  | KEY      INFORMATION                              | 1      |
|          |                                              |   |
| ITEM      5.  | OPERATING      AND FINANCIAL REVIEW AND PROSPECTS | 9      |
|          |                                              |   |
|          |                                              |   |
|          | PART      II                                      |   |
|          |                                              |   |
| ITEM      15. | CONTROLS      AND PROCEDURES                      | 26     |
|          |                                              |   |
|          | PART      III                                     |   |
|          |                                              |   |
| ITEM      18. | FINANCIAL      STATEMENTS                         | F-1    |
|          |                                              |   |
| ITEM      19  | EXHIBITS                                          | 27     |
|          |                                              |   |
|          | SIGNATURES                                        | 35     |

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PART I

ITEM 3. KEY INFORMATION

|                                             |   | As of December 31, |       |
|--------------------------------------------------|--------|-----------------------------------|------------|
| Combined Carve-Out Balance Sheets |   | 2009                              |       |   | 2008 |   |   | 2007 |   |   | 2006 |   |
| Cash      and cash equivalents                   |   | $                                 | 763,387    |   |   | $ | 1,427,588 |   |   | $ | 978,766 |   |   | $ | 69,889 |   |
| Client      reimbursed costs receivable          |   |                              | 6,046,760  |   |   |   | 26,147,837 |   |   |   | 15,585,345 |   |   |   | 4,189,833 |   |
| Total      current assets                        |   |                              | 33,924,395 |   |   |   | 50,640,222 |   |   |   | 35,075,548 |   |   |   | 7,307,063 |   |
| Total      assets                                |   |                              | 38,615,915 |   |   |   | 53,794,845 |   |   |   | 37,800,142 |   |   |   | 8,726,110 |   |
| Total      current liabilities                   |   |                              | 24,236,337 |   |   |   | 25,679,169 |   |   |   | 12,399,408 |   |   |   | 3,537,489 |   |
| Total      liabilities                           |   |                              | 25,595,763 |   |   |   | 26,329,196 |   |   |   | 12,655,383 |   |   |   | 3,694,199 |   |
| Total      shareholder's and member's equity     |   |                              | 13,020,152 |   |   |   | 27,465,649 |   |   |   | 25,144,759 |   |   |   | 5,031,911 |   |

|                                                                      |   | For the Years Ended December 31, |        |
|---------------------------------------------------------------------------|--------|-----------------------------------------------------------|-------------|
| Combined Carve-Out Statements of Income               |   | 2009                                                      |        |   | 2008 |   |   | 2007 |   |   | 2006 |   |
| Revenue                                                                   |   | $                                                         | 260,268,847 |   |   | $ | 199,202,701 |   |   | $ | 115,500,349 |   |   | $ | 40,392,317 |   |
| Operating      expenses:                                                  |   |                                                      |        |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Client      reimbursed costs                                              |   |                                                      | 139,059,336 |   |   |   | 92,319,306 |   |   |   | 47,613,198 |   |   |   | 16,802,800 |   |
| Compensation      related expenses                                        |   |                                                      | 50,085,039  |   |   |   | 44,356,093 |   |   |   | 20,268,283 |   |   |   | 11,006,660 |   |
| Direct      operating expenses and general and administrative    expenses |   |                                                      | 25,435,754  |   |   |   | 19,078,472 |   |   |   | 8,668,430 |   |   |   | 3,811,153 |   |
| Depreciation      expense                                                 |   |                                                      | 1,123,564   |   |   |   | 594,156 |   |   |   | 277,926 |   |   |   | 193,133 |   |
| Total      operating expenses                                             |   |                                                      | 215,703,693 |   |   |   | 156,348,027 |   |   |   | 76,827,837 |   |   |   | 31,813,746 |   |
| Operating      Income                                                     |   |                                                      | 44,565,154  |   |   |   | 42,854,674 |   |   |   | 38,672,512 |   |   |   | 8,578,571 |   |
| Other      Income                                                         |   |                                                      | 312         |   |   |   | 31,677 |   |   |   | 16,328 |   |   |   | — |   |
| Net      income (1)      (2)                                              |   | $                                                         | 44,565,466  |   |   | $ | 42,886,351 |   |   | $ | 38,688,840 |   |   | $ | 8,578,571 |   |

|    | (1) | The      DJS Processing Division and its combined affiliates have no discontinued      operations; therefore, Net Income has been provided in lieu of income from      continuing operations. |
|--------------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|    | (2) | Ordinary      shares outstanding (actual and diluted) and per share data (basic and      diluted) of the DJS Processing Division and its combined affiliates have      been omitted because of differences in capital structure of those entities      and the Company.  Presenting such data in this report is not      particularly helpful and could be misleading to    readers. |
|--------------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| ·   | State      or local bar associations, state or local prosecutors or other persons may      claim that some portion of the services that we provide constitutes the      unauthorized practice of law. Any such challenge could have a disruptive      effect on our operations, including the diversion of significant time and      attention of our senior management in order to respond. We may also incur      significant expenses in connection with such a challenge, including      substantial fees for attorneys and other professional advisors. If a      challenge to the legitimacy of all or a portion of our operations were      successful, such operations may need to be modified in a manner that could      adversely affect our business, revenues and profitability, and we could be      subject to a range of penalties and suffer damage to our      reputation. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | The      Services Agreement between us and DJS could be deemed to be unenforceable,      in whole or in part, if a court were to determine that such agreements      constitute an impermissible fee sharing arrangement between the law firm      customer and us. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | · | Court      filing fees and other client-reimbursedcosts; |
|--------|--------|----------------------------------------------------------|

|   | · | Compensation      related expense, which consists primarily of the salaries, related      benefits and payroll taxes paid to or on behalf of our employees that are      engaged in operations; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Depreciation      expense, which represents the cost of fixed assets and software allocated      over the estimated useful lives of these assets, ranging from one to      thirty years; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Direct      operating expense, which consists primarily of direct cost such as freight      and postage; |
|--------|--------|----------------------------------------------------------------------------------------------------------|

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|   | · | Other      general and administrative expenses which consist primarily of rent and      other facilities-related expenses, as well as office supplies and other      administrative expenses; and |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Interest      expense. |
|--------|--------|------------------------|

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|                                                  |   | December 31, |   |
|-------------------------------------------------------|--------|-------------------|--------|
|                                                  |   | 2009              |   |   | 2008 |   |
|                                                  |   |              |   |   |   |   |
| Assets:                                               |   |              |   |   |   |   |
| Cash      and cash equivalents                        |   | $                 | 763    |   |   | $ | 1,428 |   |
| Accounts      receivable                              |   |              | 33,074 |   |   |   | 49,166 |   |
| Property,      equipment and improvement, net         |   |              | 4,692  |   |   |   | 3,155 |   |
| Liabilities:                                          |   |              |   |   |   |   |   |   |
| Accounts      payable – client reimbursed costs |   | $                 | 6,047  |   |   | $ | 20,425 |   |
| Line      of credit                                   |   |              | 10,656 |   |   |   | — |   |

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|                                                      |   | Year Ended December 31, |    |
|-----------------------------------------------------------|--------|----------------------------------------|---------|
|                                                      |   | 2009                                   |    |   | 2008 |   |   | 2007 |   |
|                                                      |   |                                   |    |   |   |   |   |   |   |
| Net      cash provided by operating activities            |   | $                                      | 48,345  |   |   | $ | 43,363 |   |   | $ | 20,897 |   |
| Net      cash used in investing activities                |   |                                   | (2,652  | ) |   |   | (2,274 | ) |   |   | (1,302 | ) |
| Net      cash used for financing activities               |   |                                   | (46,357 | ) |   |   | (40,640 | ) |   |   | (18,686 | ) |
| Net      increase (decrease) in cash and cash equivalents |   | $                                      | (664    | ) |   | $ | 449 |   |   | $ | 909 |   |

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|   | · | A      note in the amount of $52,469,000 issued to DJS (the “Stern Deferral      Note”) which has an interest rate of 3.0% per annum and a maturity date of      36 months after January 15, 2010; |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Notes      in the aggregate amount of $1,100,000 relating to deferred compensation      issued to the underwriters of the Company’s initial public offering, which      have an interest rate of 5% per annum and are payable upon the earlier of      (i) the one year anniversary of the repayment of the Stern Deferral Note,      or (ii) January 15, 2012; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | A      note in the aggregate amount of $500,000 relating to certain deferred      compensation owing by the Company to Rodman & Renshaw, LLC which has      an interest rate of 5% per annum and is payable upon the earlier of (i)      the one year anniversary of the repayment of the Stern Deferral Note, or      (ii) January 15, 2012; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | A      note in the amount of $250,000 relating to deferred compensation owing by      the Company to Chardan Capital Markets, LLC which has an interest rate of      5% per annum and is payable upon the earlier of (i) the one year      anniversary of the repayment of the Stern Deferral Note, or (ii) January      15, 2012; and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Notes      in the aggregate amount of $15,188,736 relating to a senior financing      facility (the “Senior Financing Notes”) entered into in connection with      the Transaction and which have interest rates of 15% per annum and are      payable by January 15, 2011. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|                                           |   | Years Ended December 31, |   |
|------------------------------------------------|--------|-----------------------------------------|--------|
|                                           |   | 2009                                    |   |   | 2008 |   |   | 2007 |   |
| Net      Income                                |   | $                                       | 44,565 |   |   | $ | 42,886 |   |   | $ | 38,689 |   |
| Adjustments                                    |   |                                    |   |   |   |   |   |   |   |   |   |   |
| Compensation      related                      |   |                                    | 12,262 |   |   |   | 15,887 |   |   |   | 4,710 |   |
| Non-recurring      travel                      |   |                                    | 6,372  |   |   |   | 385 |   |   |   | — |   |
| Adj.      to fee to processing                 |   |                                    | 3,631  |   |   |   | — |   |   |   | — |   |
| Transaction      related                       |   |                                    | 260    |   |   |   | — |   |   |   | — |   |
| Interest,      depreciation & amortization |   |                                    | 1,297  |   |   |   | 594 |   |   |   | 278 |   |
| Other                                          |   |                                    | 1,486  |   |   |   | — |   |   |   | — |   |
| Total      adjustments                         |   |                                    | 25,308 |   |   |   | 16,866 |   |   |   | 4,988 |   |
| Adjusted      EBITDA                           |   | $                                       | 69,873 |   |   | $ | 59,752 |   |   | $ | 43,677 |   |
| Interest,      depreciation & amortization |   |                                    | 1,297  |   |   |   | 594 |   |   |   | 278 |   |
| Income      taxes estimate at 35%              |   |                                    | 24,002 |   |   |   | 20,705 |   |   |   | 15,189 |   |
| Adjusted      Net Income                       |   | $                                       | 44,574 |   |   | $ | 38,453 |   |   | $ | 28,210 |   |

|                                      |   | Payments due by period |   |
|-------------------------------------------|--------|---------------------------------------|--------|
| Contractual Obligations              |   | Total                                 |   |   | Less than1 year |   |   | 1-3 years |   |   | 4-5 years |   |   | More than5 years |   |
| Operating      lease obligations (1)      |   | $                                     | 17,251 |   |   | $ | 2,711 |   |   | $ | 5,895 |   |   | $ | 6,137 |   |   | $ | 2,508 |   |
| Capital  lease      obligations |   |                                  | 566    |   |   |   | 191 |   |   |   | 303 |   |   |   | 70 |   |   |   | - |   |
| Total                                     |   | $                                     | 17,817 |   |   | $ | 2,902 |   |   | $ | 6,198 |   |   | $ | 6,207 |   |   | $ | 2,508 |   |

|   | (1) | We      are obligated for leases of office space under non-cancellable operating      lease agreements which expire at times ranging from September 2012 through      October 2018. Rent expense is recognized on a straight line basis over the      terms of the leases based on the aggregate amount of payments due over the      lease terms. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | · | Certain      executive officers of DJS are substantially involved with the operating      subsidiaries’ operations. Their salaries, bonuses, payroll taxes and      related auto, travel, meals, entertainment and professional expenses are      allocated to the operating subsidiaries based on the estimated percentage      of time the executive officers spent on the activities of the operating      subsidiaries. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Employee      benefits, including health insurance, pension/profit sharing, workers’      compensation, incentives and training, are allocated based on the number      of employees specifically assigned to the operating subsidiaries in      relation to the total number of employees of DJS (“the employee ratio      method”). |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Equipment      lease expense is allocated based on the employee ratio    method. |
|--------|--------|----------------------------------------------------------------------------------|

|   | · | Certain      facilities lease expenses are allocated based on the employee ratio      method. |
|--------|--------|-----------------------------------------------------------------------------------------------|

|   | · | Depreciation      is computed based on the equipment and leasehold improvements utilized by      the operating subsidiaries as determined by the above allocation      methods. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | · | Postage      and delivery is allocated based on the employee ratio    method. |
|--------|--------|-------------------------------------------------------------------------------|

|   | · | Advertising,      marketing and professional fees are allocated based on the estimated      percentages that apply to our business  activities. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | All      other general and administrative expenses were allocated based on the      employee ratio method. |
|--------|--------|------------------------------------------------------------------------------------------------------------|

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|                                                    |   | DJSP      Enterprises, Inc. |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |
|---------------------------------------------------------|--------|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------|---------------------------------------------------------------------------------------------------------------------|----------------------------------------|--------|--------|-----------------------------------------------------------------------------------------------|--------|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |   | (formerly      known as     |                                                                                                                                                                                  |   | DJS      Processing |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |
|                                               |   | Chardan      2008           |                                                                                                                                                                                  |   | Division            |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |
|                                               |   | China                       |                                                                                                                                                                                  |   | and                 |    |                                                                                                                | Pro Forma                         |   |   | Pro      Forma                                                                                |   |
|                                               |   | Acquisition                 |                                                                                                                                                                                  |   | Combined            |    |                                                                                                                | Adjusting      and Eliminating Entries |   |   | Combined                                                                                      |   |
|                                                    |   | Corp.)                      |                                                                                                                                                                                  |   | Affiliates          |    |                                                                                                                | Debit                                  |   |   | Credit                                                                                        |   |   | Companies |                                                                                                                            |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |
| Assets                                                  |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |
| Current      assets:                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |
| Cash                                                    |   |  $                     |                             23            |   |                |  $ |                763                       |                                   |   |   |           10,500                            | (4)    |   |      |                 3,568                           | (7)    |   | $      |                   3,360                                       |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |           15,589                            | (11)   |   |      |                 4,198                           | (9)    |   |   |                                                                                                                                                    |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |               15,750                                      | (11)   |   |   |                                                                                                                                                    |   |
| Funds      held in trust                                |   |                        |                      54,302                                                  |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |               54,302                                      | (1)(9) |   |   |                        -             |   |
| Accounts      receivable                                |   |                        |                              -       |   |                |    |           33,074                                                  |                                   |   |   |                                                                                          |   |   |      |                      - |   |   |   |                 33,074                                                  |   |
| Prepaid      expenses and other current assets          |   |                        |                        1,364                                       |   |                |    |                  87            |                                   |   |   |                                                                                          |   |   |      |                      - |   |   |   |                   1,451                                       |   |
| Total      current assets                               |   |                        |                      55,689                                                  |   |                |    |           33,924                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                 37,884                                                  |   |
| Equipment      and Leasehold Improvements, net          |   |                        |                                                                                                                                                                                  |   |                |    |             4,692                                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                   4,692                                       |   |
| Total      assets                                       |   |  $                     |                      55,689                                                  |   |                |  $ |           38,616                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   | $      |                 42,576                                                  |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Liabilities                                             |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Current      liabilities:                               |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Accounts      payable - reimbursed client costs         |   |  $                     |                              -       |   |                |  $ |             6,047                                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   | $      |                   6,047                                       |   |
| Accounts      payable                                   |   |                        |                        1,401                                       |   |                |    |             1,506                                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                   2,907                                       |   |
| Current      portion of capital lease                   |   |                        |                              -       |   |                |    |                192                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                      192                       |   |
| Deferred      revenue                                   |   |                        |                              -       |   |                |    |                225                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                      225                       |   |
| Due      to related party                               |   |                        |                           125                       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                      125                       |   |
| Accrued      expenses                                   |   |                        |                              -       |   |                |    |             1,201                                       |                                   |   |   |             3,568                 | (7)    |   |      |                 8,838                           | (8)    |   |   |                   6,470                                       |   |
| Accrued      compensation                               |   |                        |                              -       |   |                |    |             1,863                                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                   1,863                                       |   |
| Current      portion of deferred rent                   |   |                        |                              -       |   |                |    |             1,020                                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                   1,020                                       |   |
| Deferred      underwriting fees                         |   |                        |                        1,430                                       |   |                |    |                   -       |                                   |   |   |             1,430                 | (3)    |   |      |                                                                                                                            |   |   |   |                        -             |   |
| Notes      Payable & Client Trust Account - Current |   |                        |                              -       |   |                |    |           13,203                                                  |                                   |   |   |           15,750                            | (11)   |   |      |                 2,547                           | (2)    |   |   |                        -             |   |
| Total      current liabilities                          |   |                        |                        2,957                                       |   |                |    |           25,256                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                 18,849                                                  |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Deferred      rent, less current portion                |   |                        |                                                                                                                                                                                  |   |                |    |                  78            |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                        78            |   |
| Capital      lease obligation, less current portion     |   |                        |                                                                                                                                                                                  |   |                |    |                262                       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                      262                       |   |
| Senior      Secured Notes                               |   |                        |                              -       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |               15,589                                      | (11)   |   |   |                 15,589                                                  |   |
| Stern      Notes                                        |   |                        |                              -       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |               87,469                                      | (9)    |   |   | 87,469                                                                                                                                                  |   |
| Total      liabilities                                  |   |                        |                        2,957                                       |   |                |    |           25,596                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |               122,247                                                             |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Ordinary      shares, subject to possible redemption    |   |                        |                      18,985                                                  |   |                |    |                   -       |                                   |   |   |           18,985                            | (5)    |   |      |                                                                                                                            |   |   |   |                        -             |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                        -             |   |
| Stockholders'      equity                               |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                        -             |   |
| Preferred      shares Series A, $0.0001 par value       |   |                        |                              -       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                        -             |   |
| Preferred      shares Series B, $0.0001 par value       |   |                        |                              -       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                        -             |   |
| Ordinary      shares, $0.0001 par value                 |   |                        |                               1 |   |                |    |                    1 |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |                          2 |   |
| Additional      paid-in capital                         |   |                        |                      34,253                                                  |   |                |    |             8,671                                       |                                   |   |   |             8,838                 | (8)    |   |      | 18,985                                                                                                                          | (5)    |   |   |                 61,948                                                  |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |                507 | (10)   |   |      | 1,430                                                                                                                           | (3)    |   |   |                                                                                                                                                    |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |             2,547                 | (2)    |   |      | 10,500                                                                                                                          | (4)    |   |   |                                                                                                                                                    |   |
| Retained      earnings                                  |   |                        |                          (507)                           |   |                |    |             4,348                                       |                                   |   |   |         145,969                                       | (9)    |   |      |                    507           | (10)   |   |   |             (145,502)                                                                       |   |
|                                                    |   |                        |                                                                                                                                                                                  |   |                |    |                                                                                                                |                                   |   |   |             3,881                 | (6)    |   |      |                                                                                                                            |   |   |   |                                                                                                                                                    |   |
| Total      DJSP Enterprises, Inc.'s equity              |   |                        |                      33,747                                                  |   |                |    |           13,020                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   | (83,552)                                                                                                                                                |   |
| Noncontrolling      interest                            |   |                        |                              -       |   |                |    |                   -       |                                   |   |   |                                                                                          |   |   |      |                 3,881                           | (6)    |   |   |                   3,881                                       |   |
| Total      Equity                                       |   |                        |                      33,747                                                  |   |                |    |           13,020                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   |   |               (79,671)                                                            |   |
| Total      liabilities and stockholders' equity         |   |  $                     |                      55,689                                                  |   |                |  $ |           38,616                                                  |                                   |   |   |                                                                                          |   |   |      |                                                                                                                            |   |   | $      |                 42,576                                                  |   |

----

|   | (1) | To      liquidate investments held intrust. |
|--------|-----|---------------------------------------------|

|   | (2) | To      adjust actual closing payments on line of credit to amount outstanding at      balance sheet date and to eliminate client trust accounts which were not      transferred in the Transaction. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | To      record payment of deferred underwriting fees of $1,430 as part of Footnote      (8). |
|--------|-----|----------------------------------------------------------------------------------------------|

|   | (4) | To      record $10,500 gross proceeds of a simultaneous to close Private Placement      equity investment in DJSP Enterprises, Inc. of 1,500 shares at $7.00 per      share. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5) | To reclassify      ordinary shares no longer subject to redemption, and related deferred      interest, because substantially all shareholders approve of the proposed      acquisition. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (6) | Net      assets attributable to noncontrolling interests of  29.05%. |
|--------|-----|----------------------------------------------------------------------|

|   | (7) | To      record payment of costs related to the  Transaction. |
|--------|-----|--------------------------------------------------------------|

|   | (8) | To      accrue balance of estimated costs of raising capital based upon engagement      letters, actual invoices and/or currently updated fee estimates as      follows: |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Investment      banking fees     |   | $      | 4,800 |   |
|----------------------------------|--------|--------|-------|--------|
| Financial      due diligence     |   |   | 115   |   |
| Legal      fees                  |   |   | 3,220 |   |
| Accounting      fees             |   |   | 296   |   |
| Out      of pocket fees          |   |   | 134   |   |
| Other      fees                  |   |   | 271   |   |
| Total      estimated costs       |   |   | 8,838 |   |
| Less      costs incurred to-date |   |   | -     |   |
| Balance      to accrue           |   | $      | 8,838 |   |

----

|   | (9) | To      record payment of Initial Cash to the Stern Contributors in the      Transaction, calculated as follows: |
|--------|-----|------------------------------------------------------------------------------------------------------------------|

| Cash      Consideration Purchase Price    | $      | 145,969 |                                 |
|-------------------------------------------|--------|---------|--------------------------------------|
| Less:      Stern Note                     |   |    | 52,469                               |   |
| Less:      Post-Closing Cash              |   |    |      35,000 |   |
| Initial      Cash                         |   | $       |      58,500 |   |
| Deferred      consideration - Stern Notes |   |    |      87,469 |   |

|   | (10) | To      eliminate historical retained earnings of accounting    acquiree. |
|--------|------|---------------------------------------------------------------------------|

|   | (11) | To      reflect a senior secured round of private financing at 15% to replace the      existing line of credit until a new line of credit could be established at      DJS Processing, LLC. |
|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (12) | To      record the issuance of Series B units by DAL to the Stern Contributors and      Existing Members which will expire unless the below share price targets      for the Company's ordinary shares are met for at least 10 out of 30      trading days: |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Subclass                  |   | ConversionPrice |   |   | Numberof Units |   |
|---------------------------|--------|-----------------|--------|--------|---------------------|--------|
| Series      B Preferred 1 |   | $               | 10.00  |   |                |   | 750,000 |   |
| Series      B Preferred 2 |   | $               | 12.50  |   |                |   | 750,000 |   |
| Series      B Preferred 3 |   | $               | 15.00  |   |                |   | 800,000 |   |
| Series      B Preferred 4 |   | $               | 17.50  |   |                |   | 800,000 |   |
| Series      B Preferred 5 |   | $               | 20.00  |   |                |   | 800,000 |   |

|   | (A) | Pro      forma entries are recorded to the extent they are a direct result of the      Transaction, are factually supportable, and are expected to have a      continuing impact on the combinedresults. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                           |   | DJSPEnterprises,Inc.(formerlyknown asChardan2008 ChinaAcquisition |   |   | DJSPProcessingDivisionandRelated |   |    | Pro FormaAdjustments andEliminations |   | Pro Forma |                                                         |
|--------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------|--------|--------|----------------------------------|--------|---------|------------------------------------------------|--------|----------------|--------------------------------------------------------------|
|                                                                           |   | Corp.)                                                                      |   |   | Entities                         |   |    | Debit                                          |   |           | Credit                                                       |   |   | Combined |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |
| Net      sales                                                                 |   | $                                                                           | -      |   |                             | $      | 260,269 |                                           |   |           |                                                         |   |   |   |   | $ | 260,269 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |
| Cost      of sales                                                             |   |                                                                        | -      |   |                             |   | -       |                                           |   |           |                                                         |   |   |   |   |   | - |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |
| Gross      profit                                                              |   |                                                                        | -      |   |                             |   | 260,269 |                                           |   |           |                                                         |   |   |   |   |   | 260,269 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |
| Operating      expenses                                                        |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |
| General      and administrative                                                |   |                                                                        | 489    |   |                             |   | 215,704 |                                           |   |           |                                                         |   |   | 23,751 | (2) |   |   | 192,442 |   |
| Total      operating expenses                                                  |   |                                                                        | 489    |   |                             |   | 215,704 |                                           |   |           |                                                         |   |   |   |   |   |   | 192,442 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |
| Income      (loss) from operations                                             |   |                                                                        | (489   | )      |                             |   | 44,565  |                                           |   |           |                                                         |   |   |   |   |   |   | 67,827 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   | - |   |
| Other      income (expense)                                                    |   |                                                                        |   |   |                             |   |    |                                           |   |           |            |   |   |   |   |   |   | - |   |
| Interest      income (expense)                                                 |   |                                                                        | 47     |   |                             |   | -       |                                           |   |           | 4,485                                                        | (1)(5) |   |   |   |   |   |   | (4,437 | ) |
| Other      Income (expense)                                                    |   |                                                                        | (5     | )      |                             |   | 0       |                                           |   |           |                                                         |   |   |   |   |   |   |   | (5 | ) |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Income      before income taxes                                                |   |                                                                        | (447   | )      |                             |   | 44,565  |                                           |   |           |                                                         |   |   |   |   |   |   |   | 63,384 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Income      taxes                                                              |   |                                                                        | -      |   |                             |   | -       |                                           |   |           | 22,185                                                       | (4) |   |   |   |   |   |   | 22,185 |   |
| Income      from continuing operations                                         |   |                                                                        | (447   | )      |                             |   | 44,565  |                                           |   |           |                                                         |   |   |   |   |   |   |   | 41,200 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Net      income                                                                |   |                                                                        | (447   | )      |                             |   | 44,565  |                                           |   |           |                                                         |   |   |   |   |   |   |   | 41,200 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Less      net income attributable to non      controlling  interests |   |                                                                        | -      |   |                             |   | -       |                                           |   |           | 12,062                                                       | (3) |   |   |   |   |   |   | 12,062 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Net      income attributable to  DJSP Enterprises                    |   |                                                                        | -      |   |                             |   | -       |                                           |   |           |                                                         |   |   |   |   |   |   |   | 29,138 |   |
| Preferred      share dividends declared                                        |   |                                                                        | -      |   |                             |   | -       |                                           |   |           |                                                         |   |   |   |   |   |   |   | - |   |
| Net      income available to the ordinary shareholder                          |   | $                                                                           | (447   | )      |                             | $      | 44,565  |                                           |   |           |                                                         |   |   |   |   |   |   | $ | 29,138 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Net      income per ordinary share -                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Basic                                                                          |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   | $ | 2.73 |   |
| Diluted                                                                        |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   | $ | 1.67 |   |
|                                                                           |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Weighted      average number of ordinary shares outstanding (Note B) -         |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   |   |   |
| Basic                                                                          |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   | 10,666,666 |   |
| Diluted                                                                        |   |                                                                        |   |   |                             |   |    |                                           |   |           |                                                         |   |   |   |   |   |   |   | 24,717,108 |   |

----

|   | (1) | To      eliminate interest income earned on funds held in trust and related income      tax expense, as DJSP Enterprises, Inc. used all funds from the trust      account for the transaction. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | To      record lower officer’s salaries per the Stern Employment Agreement and      other costs not expected to be incurred post-Transaction resulting in a      reduction in operating expenses by $23,751 in fiscal year      2009. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | To      provide for the noncontrolling interest associated with the post-      Transaction capital structure of29.05% |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------|

|   | (4) | To      account for the incremental expense of DJSP Enterprises, Inc. being taxed      at the corporate level at an estimated tax rate of  35%. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5) | To      account for the increased interest expense associated with the Transaction      financing composed of a seller’s note of $87,469 using an assumed interest      rate of 3% for the first 18 months on the $52,469 note and 0% for the      first six months and 3% for the months six through 18 on the $35,000 note      as well as 15% on a senior secured note of  $15,589. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (A) | Pro      forma entries are recorded to the extent they are a direct result of the      Transaction, are factually supportable, and are expected to have a      continuing impact on the combinedresults. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (B) | As      the transaction is being accounted for as a reverse acquisition, the      calculation of weighted average shares outstanding for basic and diluted      earnings per share assumes that the shares issued in conjunction with the      Transaction have been outstanding for the entire period.  Basic      and diluted weighted average number of ordinary shares outstanding is      calculated as follows: |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                        |   | Pro formaBalance SheetEntry No. |   |   | Shares |      |
|-------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|--------|--------|--------|-----------|
| Actual      number of ordinary shares outstanding                                                           |   |                                           |   |   |   | 9,166,666 |   |
| Pro      forma shares to be issued:                                                                         |   |                                           |   |   |   |      |   |
| Shares      issued in connection with Private Placement financing                                           |   |                                           | (4     | )      |   |      | 1,500,000 |   |
| Pro      forma weighted average number of ordinary shares outstanding -      Basic                          |   |                                           |   |   |   |      | 10,666,666 |   |
| Common      stock equivalents:                                                                              |   |                                           |   |   |   |      |   |   |
| Shares      retained by noncontrolling interest and convertible to DJSP Enterprises,      Inc. shares       |   |                                           |   |   |   |      | 8,266,667 |   |
| Shares      issued to warrantholders upon exercise of private placement      warrants                       |   |                                           |   |   |   |      | 233,010 |   |
| Shares      issuable from actual “in the money” warrants outstanding                            |   |                                           |   |   |   |      |   |   |
| From      Public Offering warrants                                                                          |   |                                           |   |   |   |      | 6,875,000 |   |
| From      Founder’s units                                                                             |   |                                           |   |   |   |      | 2,291,666 |   |
| From      Private Placement warrants                                                                        |   |                                           |   |   |   |      | 2,000,000 |   |
| From      UPO                                                                                               |   |                                           |   |   |   |      | 275,000 |   |
| Less      number of shares available “on the market” pursuant to the treasury stock      method |   |                                           |   |   |   |      | (5,890,901 | ) |
| Number      of “new” shares to be issued pursuant to the treasury shares      method            |   |                                           |   |   |   |      | 14,050,442 |   |
| Pro      forma weighted average number of ordinary shares outstanding -      Diluted                        |   |                                           |   |   |   |      | 24,717,108 |   |

----

|   | (C) | The      current market prices of DJSP Enterprises, Inc. ordinary shares and      ordinary share purchase warrants utilized in above calculations were as      follows as of March 10, 2010: |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Market      price per share of ordinary shares (DJSP) |   | $ | 9.80 |   |
|-------------------------------------------------------|--------|---|------|--------|
| Market      price per ordinary share warrant (DJSPW)  |   | $ | 4.80 |   |

PART II

|   | · | pertain      to the maintenance of records that in reasonable detail accurately and      fairly reflect the transaction and dispositions of the assets of the      company; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

|   | · | provide      reasonable assurance that transactions are recorded as necessary to permit      preparation of financial statements in accordance with generally accepted      accounting principles, and that receipts and expenditures of the company      are being made only in accordance with authorizations of management and      directors of the company; and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

|   | · | provide      reasonable assurance regarding prevention or timely detection of      unauthorized acquisition, use of disposition of the company’s assets that      could have a material effect on the financial    statements. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

ITEM 18. FINANCIAL STATEMENTS

|                                                                                                |   | Page   |   |
|-----------------------------------------------------------------------------------------------------|--------|--------|--------|
| Report      of Independent Registered Public Accounting Firm                                        |   |   | F-2    |   |
| Combined      Carve-Out Balance Sheets                                                              |   |   | F-3    |   |
| Combined      Carve-Out Statements of Income                                                        |   |   | F-4    |   |
| Combined      Carve-Out Statements of Changes in Shareholder's and Member's      Equity   |   |   | F-5    |   |
| Combined      Carve-Out Statements of Cash Flow                                 |   |   | F-6    |   |
| Notes      to the Combined Carve-Out Financial      Statements                       |   |   | F-7    |   |

|                                                         |   | Page   |   |
|--------------------------------------------------------------|--------|--------|--------|
| Report      of Independent Registered Public Accounting Firm |   |   | F-13   |   |
| Balance      Sheets                                          |   |   | F-14   |   |
| Statements      of Operations            |   |   | F-15   |   |
| Statements      of Changes in Shareholders’ Equity     |   |   | F-16   |   |
| Statements      of Cash Flows                           |   |   | F-17   |   |
| Notes      to Audited Financial Statements                   |   |   | F-18   |   |

----

----

|                                                                       |   | 2009   |             |   | 2008   |   |
|----------------------------------------------------------------------------|--------|--------|------------------|--------|--------|--------|
| ASSETS                                                                     |   |   |             |   |   |   |
| Current      Assets                                                        |   |   |             |   |   |   |
| Cash      and cash equivalents                                             |   | $      | 763,387          |   |   | $      | 1,427,588 |   |
| Accounts      receivable                                                   |   |   |             |   |   |   |   |   |
| Related      party                                                         |   |   |             |   |   |   |   |   |
| Client      reimbursed costs                                               |   |   | 6,046,760        |   |   |   | 26,147,837 |   |
| Fee      income, net                                                       |   |   | 15,636,734       |   |   |   | 9,604,603 |   |
| Unbilled      receivables                                                  |   |   | 10,591,850       |   |   |   | 11,210,565 |   |
| Total      related party accounts receivable                               |   |   | 32,275,344       |   |   |   | 46,963,005 |   |
| Fee      income receivable, net                                            |   |   | 798,350          |   |   |   | 2,202,690 |   |
| Total      accounts receivable                                             |   |   | 33,073,694       |   |   |   | 49,165,695 |   |
| Prepaid      expenses                                                      |   |   | 87,314           |   |   |   | 46,939 |   |
| Total      current assets                                                  |   |   | 33,924,395       |   |   |   | 50,640,222 |   |
| Equipment      and leasehold improvements, net (Note 3)                    |   |   | 4,691,520        |   |   |   | 3,154,623 |   |
| Total      assets                                                          |   | $      | 38,615,915       |   |   | $      | 53,794,845 |   |
|                                                                       |   |
| LIABILITIES      AND SHAREHOLDER'S AND MEMBER'S EQUITY                     |   |
| Current      Liabilities                                                   |   |   |             |   |   |   |   |   |
| Accounts      payable – client reimbursed costs                      |   | $      | 6,046,760        |   |   | $      | 20,425,337 |   |
| Accounts      payable                                                      |   |   | 1,505,861        |   |   |   | 742,601 |   |
| Accrued      compensation                                                  |   |   | 1,863,436        |   |   |   | 2,207,094 |   |
| Accrued      expenses                                                      |   |   | 1,200,650        |   |   |   | 976,643 |   |
| Current      portion of capital lease obligations (Notes 3 and 4)          |   |   | 191,786          |   |   |   | 217,095 |   |
| Deferred      revenue                                                      |   |   | 225,063          |   |   |   | 263,900 |   |
| Due      to related party                                                  |   |   | —          |   |   |   | 25,035 |   |
| Client      trust account                                                  |   |   | 239,310          |   |   |   | — |   |
| Notes      payable                                                         |   |   | 2,307,221        |   |   |   | — |   |
| Line      of credit                                                        |   |   | 10,656,250       |   |   |   | — |   |
| Total      current liabilities                                             |   |   | 24,236,337       |   |   |   | 24,857,705 |   |
| Deferred      Rent (Note 5)                                                |   |   | 1,097,726        |   |   |   | 959,323 |   |
| Capital      Lease Obligations, less current portion (Notes      3, and 4) |   |   | 261,700          |   |   |   | 512,168 |   |
| Total      liabilities                                                     |   |   | 25,595,763       |   |   |   | 26,329,196 |   |
| Commitments      and Contingencies (Notes 4, 5 and 7)                      |   |   |             |   |   |   |   |   |
| Shareholder's      and Member's Equity                                     |   |   |             |   |   |   |   |   |
| Common      stock                                                          |   |   | 1,000            |   |   |   | 1,000 |   |
| Retained      earnings                                                     |   |   | 4,348,342        |   |   |   | 7,608,920 |   |
| Member's      equity                                                       |   |   | 8,670,810        |   |   |   | 19,855,729 |   |
| Total      shareholder's and member's equity                               |   |   |  13,020,152 |   |   |   | 27,465,649 |   |
| Total      liabilities and shareholder's and member's equity               |   | $      | 38,615,915       |   |   | $      | 53,794,845 |   |

----

|                                                          |   | 2009   |        |   | 2008   |   |        | 2007   |   |
|---------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|-------------|--------|--------|
| Revenue:                                                      |   |   |        |   |   |   |        |   |   |
| Foreclosure      and related services, related party          |   | $      | 243,938,523 |   |   | $      | 192,271,667 |   |   | $ | 112,823,033 |   |
| Foreclosure      and related services, third parties          |   |   | 5,109,500   |   |   |   | 2,857,800   |   |   |   | 987,075 |   |
| Real      estate owned liquidation services                   |   |   | 11,220,824  |   |   |   | 4,073,234   |   |   |   | 1,690,241 |   |
| Total      Revenue:                                           |   |   | 260,268,847 |   |   |   | 199,202,701 |   |   |   | 115,500,349 |   |
| Operating      expenses:                                      |   |   |        |   |   |   |        |   |   |   |   |   |
| Client      reimbursed costs                                  |   |   | 139,059,336 |   |   |   | 92,319,306  |   |   |   | 47,613,198 |   |
| Compensation      related expenses                            |   |   | 50,085,039  |   |   |   | 44,356,093  |   |   |   | 20,268,283 |   |
| Direct      operating and general and administrative expenses |   |   | 25,435,754  |   |   |   | 19,078,472  |   |   |   | 8,668,430 |   |
| Depreciation      expense                                     |   |   | 1,123,564   |   |   |   | 594,156     |   |   |   | 277,926 |   |
| Total      operating expenses                                 |   |   | 215,703,693 |   |   |   | 156,348,027 |   |   |   | 76,827,837 |   |
| Operating      Income                                         |   |   | 44,565,154  |   |   |   | 42,854,674  |   |   |   | 38,672,512 |   |
| Other      Income                                             |   |   | 312         |   |   |   | 31,677      |   |   |   | 16,328 |   |
| Net      Income                                               |   | $      | 44,565,466  |   |   | $      | 42,886,351  |   |   | $ | 38,688,840 |   |

----

|                                                                                                   |   | Default      Services, Inc. |       |   | Professional      Title and Abstract Company of Florida, Inc. |   |        | DJS      Processing Division |   |   | Combined    |   |
|--------------------------------------------------------------------------------------------------------|--------|-----------------------------|------------|--------|---------------------------------------------------------------|--------|-------------|------------------------------|--------|--------|-------------|--------|
| 2007                                                                                                   |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |
| Common      stock, $1 par value Authorized      and issued: Beginning      and ending, 500      shares |   | $                           | 500        |   |                                                          | $      | 500         |                         |   | $      | —     |   |   | $ | 1,000 |   |
| Retained      earnings (deficit)                                                                       |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | (27,779    | )      |                                                          |   | 1,680,395   |                         |   |   | —     |   |   |   | 1,652,616 |   |
| Net      income                                                                                        |   |                        | 1,160,100  |   |                                                          |   | 5,893,796   |                         |   |   | —     |   |   |   | 7,053,896 |   |
| Dividends                                                                                              |   |                        | (1,075,000 | )      |                                                          |   | (1,557,827  | )                            |   |   | —     |   |   |   | (2,632,827 | ) |
| Balance,      ending                                                                                   |   |                        | 57,321     |   |                                                          |   | 6,016,364   |                         |   |   | —     |   |   |   | 6,073,685 |   |
| Shareholder's      and member's equity                                                                 |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | —    |   |                                                          |   | —     |                         |   |   | 3,378,295   |   |   |   | 3,378,295 |   |
| Net      income                                                                                        |   |                        | —    |   |                                                          |   | —     |                         |   |   | 31,634,944  |   |   |   | 31,634,944 |   |
| Dividends                                                                                              |   |                        | —    |   |                                                          |   | —     |                         |   |   | (15,943,165 | )      |   |   | (15,943,165 | ) |
| Balance,      ending                                                                                   |   |                        | —    |   |                                                          |   | —     |                         |   |   | 19,070,074  |   |   |   | 19,070,074 |   |
|                                                                                                   |   | $                           | 57,821     |   |                                                          | $      | 6,016,864   |                         |   | $      | 19,070,074  |   |   | $ | 25,144,759 |   |
| 2008                                                                                                   |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Common      stock, $1 par value Authorized      and issued: Beginning      and ending, 500      shares |   | $                           | 500        |   |                                                          | $      | 500         |                         |   | $      | —     |   |   | $ | 1,000 |   |
| Retained      earnings (deficit)                                                                       |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | 57,321     |   |                                                          |   | 6,016,364   |                         |   |   | —     |   |   |   | 6,073,685 |   |
| Net      income                                                                                        |   |                        | 2,594,180  |   |                                                          |   | 4,643,198   |                         |   |   | —     |   |   |   | 7,237,378 |   |
| Dividends                                                                                              |   |                        | (2,665,023 | )      |                                                          |   | (3,037,120  | )                            |   |   | —     |   |   |   | (5,702,143 | ) |
| Balance,      ending                                                                                   |   |                        | (13,522    | )      |                                                          |   | 7,622,442   |                         |   |   | —     |   |   |   | 7,608,920 |   |
| Shareholder's      and member's equity                                                                 |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | —    |   |                                                          |   | —     |                         |   |   | 19,070,074  |   |   |   | 19,070,074 |   |
| Net      income                                                                                        |   |                        | —    |   |                                                          |   | —     |                         |   |   | 35,648,973  |   |   |   | 35,648,973 |   |
| Dividends                                                                                              |   |                        | —    |   |                                                          |   | —     |                         |   |   | (34,863,318 | )      |   |   | (34,863,318 | ) |
| Balance,      ending                                                                                   |   |                        | —    |   |                                                          |   | —     |                         |   |   | 19,855,729  |   |   |   | 19,855,729 |   |
|                                                                                                   |   | $                           | (13,022    | )      |                                                          | $      | 7,622,942   |                         |   | $      | 19,855,729  |   |   | $ | 27,465,649 |   |
| 2009                                                                                                   |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Common      stock, $1 par value Authorized      and issued: Beginning      and ending, 500      shares |   | $                           | 500        |   |                                                          | $      | 500         |                         |   | $      | —     |   |   | $ | 1,000 |   |
| Retained      earnings (deficit)                                                                       |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | (13,522    | )      |                                                          |   | 7,622,442   |                         |   |   | —     |   |   |   | 7,608,920 |   |
| Net      income                                                                                        |   |                        | 9,817,232  |   |                                                          |   | 7,130,910   |                         |   |   | —     |   |   |   | 16,948,142 |   |
| Dividends                                                                                              |   |                        | (9,728,495 | )      |                                                          |   | (10,480,225 | )                            |   |   | —     |   |   |   | (20,208,720 | ) |
| Balance,      ending                                                                                   |   |                        | 75,215     |   |                                                          |   | 4,273,127   |                         |   |   | —     |   |   |   | 4,348,342 |   |
| Shareholder's      and member's equity                                                                 |   |                        |       |   |                                                          |   |        |                         |   |   |        |   |   |   |   |   |
| Balance,      beginning                                                                                |   |                        | —    |   |                                                          |   | —     |                         |   |   | 19,855,729  |   |   |   | 19,855,729 |   |
| Net      income                                                                                        |   |                        | —    |   |                                                          |   | —     |                         |   |   | 27,617,324  |   |   |   | 27,617,324 |   |
| Dividends                                                                                              |   |                        | —    |   |                                                          |   | —     |                         |   |   | (38,802,243 | )      |   |   | (38,802,243 | ) |
| Balance,      ending                                                                                   |   |                        | —    |   |                                                          |   | —     |                         |   |   | 8,670,810   |   |   |   | 8,670,810 |   |
|                                                                                                   |   | $                           | 75,715     |   |                                                          | $      | 4,273,627   |                         |   | $      | 8,670,810   |   |   | $ | 13,020,152 |   |

----

DJSPROCESSING DIVISION AND ITS COMBINED AFFILIATES

|                                                                                        |   | 2009   |        |   | 2008   |   |        | 2007   |   |
|---------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|-------------|--------|--------|
| Cash      Flows from Operating Activities                                                   |   |   |        |   |   |   |        |   |   |
| Net      Income                                                                             |   | $      | 44,565,466  |   |   | $      | 42,886,351  |   |   | $ | 38,688,840 |   |
| Adjustments      to reconcile net income to net cash provided by operating      activities: |   |   |        |   |   |   |        |   |   |   |   |   |
| Depreciation                                                                                |   |   | 1,123,564   |   |   |   | 594,156     |   |   |   | 277,926 |   |
| Loss      on disposal of leasehold improvements                                             |   |   | —     |   |   |   | 1,698,303   |   |   |   | — |   |
| Changes      in operating assets and liabilities:                                           |   |   |        |   |   |   |        |   |   |   |   |   |
| (Increase)      decrease in:                                                                |   |   |        |   |   |   |        |   |   |   |   |   |
| Accounts      receivable – client reimbursed costs                                    |   |   | 20,101,077  |   |   |   | (10,562,492 | )      |   |   | (11,395,512 | ) |
| Fee      income receivable, net                                                             |   |   | (4,627,791  | )      |   |   | (1,825,505  | )      |   |   | (6,975,205 | ) |
| Unbilled      receivables                                                                   |   |   | 618,715     |   |   |   | (2,983,101  | )      |   |   | (8,227,464 | ) |
| Prepaid      expenses                                                                       |   |   | (40,375     | )      |   |   | 255,246     |   |   |   | (261,427 | ) |
| Accounts      payable – client reimbursed cost                                        |   |   | (14,378,577 | )      |   |   | 10,100,142  |   |   |   | 8,208,412 |   |
| Accounts      payable                                                                       |   |   | 763,260     |   |   |   | 584,490     |   |   |   | 108,645 |   |
| Accrued      expenses                                                                       |   |   | 224,007     |   |   |   | 450,030     |   |   |   | 163,463 |   |
| Accrued      compensation                                                                   |   |   | (343,658    | )      |   |   | 1,206,537   |   |   |   | 475,601 |   |
| Client      trust account                                                                   |   |   | 239,310     |   |   |   | —     |   |   |   | — |   |
| Deferred      revenue                                                                       |   |   | (38,837     | )      |   |   | —     |   |   |   | (166,703 | ) |
| Deferred      rent                                                                          |   |   | 138,403     |   |   |   | 959,323     |   |   |   | — |   |
| Net      cash provided by operating activities                                              |   |   | 48,344,564  |   |   |   | 43,363,480  |   |   |   | 20,896      ,576 |   |
| Cash      Flows from Investing Activities                                                   |   |   |        |   |   |   |        |   |   |   |   |   |
| Purchase      of equipment and leasehold improvements                                       |   |   | (2,652,098  | )      |   |   | (2,274,184  | )      |   |   | (1,301,523 | ) |
| Net      cash flow used for investing activities                                            |   |   | (2,652,098  | )      |   |   | (2,274,184  | )      |   |   | (1,301,523 | ) |
| Cash      Flows from Financing Activities                                                   |   |   |        |   |   |   |        |   |   |   |   |   |
| Net      advances from related party                                                        |   |   | (25,035     | )      |   |   | 12,152      |   |   |   | 6,305 |   |
| Proceeds      from line of credit                                                           |   |   | 10,656,250  |   |   |   | —     |   |   |   | — |   |
| Proceeds      from note payable                                                             |   |   | 2,448,000   |   |   |   | —     |   |   |   | — |   |
| Principal      payments on note payable                                                     |   |   | (140,779    | )      |   |   |        |   |   |   |   |   |
| Principal      payments on capital lease obligations                                        |   |   | (284,140    | )      |   |   | (87,165     | )      |   |   | (116,489 | ) |
| Distributions      and dividends                                                            |   |   | (59,010,963 | )      |   |   | (40,565,461 | )      |   |   | (18,575,992 | ) |
| Net      cash flow used for financing activities                                            |   |   | (46,356,667 | )      |   |   | (40,640,474 | )      |   |   | (18,686,176 | ) |
| Net      change in cash and cash equivalents                                                |   |   | (664,201    | )      |   |   | 448,822     |   |   |   | 908,877 |   |
| Cash      and cash equivalents, beginning of year                                           |   |   | 1,427,588   |   |   |   | 978,766     |   |   |   | 69,889 |   |
| Cash      and cash equivalents, end of year                                                 |   | $      | 763,387     |   |   | $      | 1,427,588   |   |   | $ | 978,766 |   |
| Supplemental      Disclosures of Cash Flow Information                                      |   |   |        |   |   |   |        |   |   |   |   |   |
| Cash      payments for interest                                                             |   | $      | 174,005     |   |   | $      | 55,952      |   |   | $ | 39,138 |   |
| Supplemental      Schedule of Noncash Investing Activities                                  |   |   |        |   |   |   |        |   |   |   |   |   |
| Acquisition      of property and equipment through capital leaseobligations                 |   | $      | —     |   |   | $      | 448,304     |   |   | $ | 281,950 |   |

----

|                        |   | Years  |   |
|-----------------------------|--------|--------|--------|
| Office      equipment       |   |   | 3-5    |   |
| Furniture      and fixtures |   |   | 5-7    |   |

----

| · | Certain      management personnel of the Law Firm are substantially involved with the      Company’s operations. Their salaries, bonuses, payroll taxes and related      auto, travel, meals, entertainment and professional expenses are allocated      to the Company based on the estimated percentage of time the executive      officers spend on the Company’s business  activities. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Employee      benefits, including health insurance, pension/profit sharing, workers’      compensation, incentives and training, are allocated based on the number      of employees specifically assigned to the Company in relation to the total      employees of the Law Firm (“the employee ratio  method”). |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Equipment      lease expense is allocated based on the employee ratio    method. |
|--------|----------------------------------------------------------------------------------|

| · | Certain      facilities lease expenses are allocated based on the ratio of the      Company’s employees utilizing such space to the total employees of the Law      Firm. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Depreciation      is the computed amount based on the equipment and leasehold improvements      utilized by the Company. |
|--------|--------------------------------------------------------------------------------------------------------------------------|

| · | Postage      and delivery is allocated based on the employee ratio    method. |
|--------|-------------------------------------------------------------------------------|

| · | Advertising,      marketing and professional fees are allocated based on the estimated      percentages that apply to the Company’s business    activities. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | All      other general and administrative expenses were allocated based on the      employee ratio method. |
|--------|------------------------------------------------------------------------------------------------------------|

----

----

|          |   | 2009   |   |   | 2008   |   |   | 2007 |   |
|---------------|--------|--------|--------|--------|--------|--------|--------|------|--------|
| Client      A |   |   | 30     | %      |   |   | 21     | %    |   |   | 14 | % |
| Client      B |   |   | 11     | %      |   |   | 18     | %    |   |   | 26 | % |
| Client      C |   |   | 10     | %      |   |   | 15     | %    |   |   | 18 | % |
| Client      D |   |   | 9      | %      |   |   | 11     | %    |   |   | 2 | % |
| Client      E |   |   | 7      | %      |   |   | 11     | %    |   |   | 8 | % |
| Total         |   |   | 67     | %      |   |   | 76     | %    |   |   | 68 | % |

|                          |   | 2009   |       |   | 2008   |   |
|-------------------------------|--------|--------|------------|--------|--------|--------|
| Office      equipment         |   | $      | 2,863,827  |   |   | $      | 2,153,170 |   |
| Furniture      and fixtures   |   |   | 2,590,869  |   |   |   | 1,745,010 |   |
| Leasehold      improvements   |   |   | 545,875    |   |   |   | 354,813 |   |
|                          |   |   | 6,000,571  |   |   |   | 4,252,993 |   |
| Accumulated      depreciation |   |   | (1,309,051 | )      |   |   | (1,098,370 | ) |
|                          |   | $      | 4,691,520  |   |   | $      | 3,154,623 |   |

|                                            |   | 2009   |            |   | 2008   |   |
|-------------------------------------------------|--------|--------|-----------------|--------|--------|--------|
| Office      equipment                           |   | $      |  1,134,588 |   |   | $      |  1,134,588 |   |
| Less      accumulated amortization              |   |   |  (687,699  | )      |   |   |  (412,553 | ) |
| Office      equipment under capital leases, net |   | $      |  446,889   |   |   | $      |  722,035 |   |

----

DJSPROCESSING DIVISION AND ITS COMBINED AFFILIATES

| Years      Ending December 31,                                                   |   | Amount |    |
|----------------------------------------------------------------------------------|--------|--------|---------|
| 2010                                                                             |   | $      | 191,786 |   |
| 2011                                                                             |   |   | 181,701 |   |
| 2012                                                                             |   |   | 122,099 |   |
| 2013                                                                             |   |   | 70,518  |   |
| Total      minimum lease payments                                                |   |   | 566,104 |   |
| Less      amount representing interest (effective rates from 5.8% to      13.5%) |   |   | 112,618 |   |
| Present      value of the net minimum lease payments                             |   |   | 453,486 |   |
| Current      portion of capital lease obligations                                |   |   | 191,786 |   |
| Capital      lease obligations, net of current portion                           |   | $      | 261,700 |   |

| Years      Ending December 31, |   | Amount |       |
|--------------------------------|--------|--------|------------|
| 2010                           |   | $      | 2,711,228  |   |
| 2011                           |   |   | 2,913,627  |   |
| 2012                           |   |   | 2,981,483  |   |
| 2013                           |   |   | 3,023,025  |   |
| 2014                           |   |   | 3,113,865  |   |
| Thereafter                     |   |   | 2,507,525  |   |
|                           |   | $      | 17,250,753 |   |

----

| 2009                                     |   | Processing      Division |        |   | PTA    |   |                  | DSI    |   |   | Total      |   |
|-----------------------------------------------|--------|--------------------------|-------------|--------|--------|--------|-----------------------|--------|--------|--------|------------|--------|
|                                          |   |                     |        |   |   |   |                  |   |   |   |       |   |   |   |   |   |
| Pr      Revenue                               |   | $                        | 226,869,796 |   |   | $      | 22,178,227            |   |   | $      | 11,220,824 |   |   | $ | 260,268,847 |   |
| O      Operating expenses                     |   |                     | 199,252,472 |   |   |   | 15,047,317            |   |   |   | 1,403,904  |   |   |   | 215,703,693 |   |
|     Operating      income |   |                     | 27,617,324  |   |   |   | 7,130,910             |   |   |   | 9,816,920  |   |   |   | 44,565,154 |   |
|     Other      income     |   |                     | -           |   |   |   | -                     |   |   |   | 312        |   |   |   | 312 |   |
| Net      income                               |   | $                   | 27,617,324  |   |   | $      |   7,130,910 |   |   | $      | 9,817,232  |   |   | $ | 44,565,466 |   |
| $  Depreciation      expense        |   | $                        | 1,123,564   |   |   | $      | -                     |   |   | $      | -          |   |   | $ | 1,123,564 |   |
| I   Interest      expense      |   | $                        | 173,926     |   |   | $      | -                     |   |   | $      | -          |   |   | $ | 173,926 |   |
| Total      assets                             |   | $                        | 33,593,335  |   |   | $      | 4,630,179             |   |   | $      | 392,401    |   |   | $ | 38,615,915 |   |

| 2008                                     |   | Processing      Division |        |   | PTA    |   |                  | DSI    |   |   | Total     |   |
|-----------------------------------------------|--------|--------------------------|-------------|--------|--------|--------|-----------------------|--------|--------|--------|-----------|--------|
|                                          |   |                     |        |   |   |   |                  |   |   |   |      |   |   |   |   |   |
| Pr      Revenue                               |   | $                        | 169,819,498 |   |   | $      | 25,309,969            |   |   | $      | 4,073,234 |   |   | $ | 199,202,701 |   |
| O      Operating expenses                     |   |                     | 134,170,525 |   |   |   | 20,692,182            |   |   |   | 1,485,320 |   |   |   | 156,348,027 |   |
|     Operating      income |   |                     | 35,648,973  |   |   |   | 4,617,787             |   |   |   | 2,587,914 |   |   |   | 42,854,674 |   |
|     Other      income     |   |                     | -           |   |   |   | 25,411                |   |   |   | 6,266     |   |   |   | 31,677 |   |
| Net      income                               |   | $                   | 35,648,973  |   |   | $      |   4,643,198 |   |   | $      | 2,594,180 |   |   | $ | 42,886,351 |   |
| $  Depreciation      expense        |   | $                        | 580,406     |   |   | $      | 4,033                 |   |   | $      | 9,717     |   |   | $ | 594,156 |   |
| I   Interest      expense      |   | $                        | -           |   |   | $      | -                     |   |   | $      | -         |   |   | $ | - |   |
| Total      assets                             |   | $                        | 45,381,761  |   |   | $      | 8,330,049             |   |   | $      | 83,031    |   |   | $ | 53,794,841 |   |

| 2007                                           |   | Processing      Division |                   |   | PTA    |   |                  | DSI    |   |   | Total     |   |
|-----------------------------------------------------|--------|--------------------------|------------------------|--------|--------|--------|-----------------------|--------|--------|--------|-----------|--------|
|                                                |   |                     |                   |   |   |   |                  |   |   |   |      |   |   |   |   |   |
| Pr      Revenue                                     |   | $                        |   98,960,588 |   |   | $      | 14,849,520            |   |   | $      | 1,690,241 |   |   | $ | 115,500,349 |   |
| O      Operating expenses                           |   |                     | 67,325,644             |   |   |   | 8,972,145             |   |   |   | 530,048   |   |   |   | 76,827,837 |   |
|     Operating      income       |   |                     | 31,634,944             |   |   |   | 5,877,375             |   |   |   | 1,160,193 |   |   |   | 38,672,512 |   |
|     Other      income (expense) |   |                     | -                      |   |   |   | 16,420                |   |   |   | (92)      |   |   |   | 16,328 |   |
| Net      income                                     |   | $                   | 31,634,944             |   |   | $      |   5,893,795 |   |   | $      | 1,160,101 |   |   | $ | 38,688,840 |   |
| $  Depreciation      expense              |   | $                        | 263,691                |   |   | $      | 10,000                |   |   | $      | 4,235     |   |   | $ | 277,926 |   |
| I   Interest      expense            |   | $                        | -                      |   |   | $      | -                     |   |   | $      | -         |   |   | $ | - |   |
| Total      assets                                   |   | $                        | 30,955,748             |   |   | $      | 6,741,570             |   |   | $      | 102,824   |   |   | $ | 37,800,142 |   |

|                               |   | 2009        |   |   |   | 2008        |   |   |   | 2007        |   |
|------------------------------------|--------|-------------|--------|--------|--------|-------------|--------|--------|--------|-------------|--------|
| Foreclosure                        |   | 72,621,917  |   |   |   | 65,316,927  |   |   |   | 45,808,013  |   |
| Title                    |   | 22,178,227  |   |   |   | 25,309,969  |   |   |   | 14,849,520  |   |
| Real estate      liquidation  |   | 11,220,824  |   |   |   | 4,073,234   |   |   |   | 1,690,241   |   |
| Closing                       |   | 8,711,600   |   |   |   | 6,049,254   |   |   |   | 1,121,310   |   |
| Bankruptcy                    |   | 3,811,744   |   |   |   | 3,012,865   |   |   |   | 2,027,600   |   |
| Eviction                 |   | 1,763,563   |   |   |   | 2,031,492   |   |   |   | 843,198     |   |
| Other                    |   | 901,636     |   |   |   | 1,089,054   |   |   |   | 1,547,269   |   |
| Total fee income         |   | 121,209,511 |   |   |   | 106,882,795 |   |   |   | 67,887,151  |   |
| Client reimbursed      costs  |   | 139,059,336 |   |   |   | 92,319,906  |   |   |   | 47,613,198  |   |
| Total revenues                |   | 260,268,847 |   |   |   | 199,202,701 |   |   |   | 115,500,349 |   |

----

----

 CHARDAN2008 CHINA ACQUISITION CORP. 

| ASSETS                                                                                                |   |              |       |   |              |   |
|-------------------------------------------------------------------------------------------------------|--------|-------------------|------------|--------|-------------------|--------|
|                                                                                                  |   | December      31, |       |   | December      31, |   |
|                                                                                                  |   | 2009              |       |   | 2008              |   |
|                                                                                                  |   | (Audited)         |       |   | (Audited)         |   |
| Current      assets:                                                                                  |   |              |       |   |              |   |
| Cash                                                                                                  |   | $                 | 23,474     |   |              | $      | 45,413 |   |
| Deferred      acquisition costs                                                                       |   |              | 1,363,702  |   |              |   | - |   |
| Total      current assets                                                                             |   |              | 1,387,176  |   |              |   | 45,413 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Restricted      cash equivalents held in trust account                                                |   |              | 54,302,189 |   |              |   | 54,564,894 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Total      assets                                                                                     |   | $                 | 55,689,365 |   |              | $      | 54,610,307 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ EQUITY                                                       |   |              |       |   |              |   |   |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Current      liabilities:                                                                             |   |              |       |   |              |   |   |   |
| Accounts      Payable                                                                                 |   | $                 | 1,401,302  |   |              | $      | - |   |
| Loans      from related parties                                                                       |   |              | 125,399    |   |              |   | 9,854 |   |
| Total      current liabilities                                                                        |   |              | 1,526,701  |   |              |   | 9,854 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Long      term liabilities:                                                                           |   |              |       |   |              |   |   |   |
| Deferred      underwriting discounts, net of $770,000 subject to                                      |   |              |       |   |              |   |   |   |
| forfeiture      in the event of possible conversion                                                   |   |              | 1,430,000  |   |              |   | 1,430,000 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Total      liabilities                                                                                |   |              | 2,956,701  |   |              |   | 1,439,854 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Commitments      and contingencies                                                                    |   |              |       |   |              |   |   |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Ordinary      shares, subject to conversion (2,406,249 shares at                                      |   |              |       |   |              |   |   |   |
| conversion      value of $7.89 per share)                                                             |   |              | 18,985,305 |   |              |   | 18,985,305 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| Stockholders'      equity:                                                                            |   |              |       |   |              |   |   |   |
| Preferred  stock,      $0.0001 par value, 5,000,000 shares      authorized,  none |   |              |       |   |              |   |   |   |
| issued      and outstanding                                                                           |   |              | -          |   |              |   | - |   |
| Common      stock, $0.0001 par value, 60,000,000 shares authorized,                                   |   |              |       |   |              |   |   |   |
| 9,166,666  shares      issued and outstanding, respectively                                 |   |              | 917        |   |              |   | 917 |   |
| Additional      paid in capital                                                                       |   |              | 34,253,135 |   |              |   | 34,244,020 |   |
| Accumulated      deficit                                                                              |   |              | (506,693   | )      |              |   | (59,789 | ) |
| Total      stockholders’ equity                                                                 |   |              | 33,747,359 |   |              |   | 34,185,148 |   |
|                                                                                                  |   |              |       |   |              |   |   |   |
| TOTAL      LIABILITIES AND STOCKHOLDERS’ EQUITY                                                 |   | $                 | 55,689,365 |   |              | $      | 54,610,307 |   |

----

|                                      |   |                   |      |   | Period      February 19,              |   |
|-------------------------------------------|--------|------------------------|-----------|--------|---------------------------------------|--------|
|                                      |   | For      the YearEnded |      |   | 2008      (Date of Inception) Through |   |
|                                      |   | December      31, 2009 |      |   | December      31, 2008                |   |
|                                      |   |                   |      |   |                                  |   |
|                                      |   |                   |      |   |                                  |   |
| REVENUE                                   |   | $                      | -         |   |                                  | $      | - |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| COST      OF SALES                        |   |                   | -         |   |                                  |   | - |   |
| GROSS      PROFIT                         |   |                   | -         |   |                                  |   | - |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| OPERATING      EXPENSES:                  |   |                   |      |   |                                  |   |   |   |
| Selling,      general, and administrative |   |                   | 489,199   |   |                                  |   | 544,683 |   |
| Total      operating expenses             |   |                   | 489,199   |   |                                  |   | 544,683 |   |
|                                      |   |                   |      |   |                                  |   |   |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| OTHER INCOME (EXPENSE):                   |   |                   |      |   |                                  |   |   |   |
| Other      expense                        |   |                   | (4,990    | )      |                                  |   | - |   |
| Interest      income                      |   |                   | 47,286    |   |                                  |   | 484,894 |   |
| Net      other income                     |   |                   | 42,295    |   |                                  |   | 484,894 |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| LOSS      BEFORE INCOME TAXES             |   |                   | (446,904  | )      |                                  |   | (59,789 | ) |
|                                      |   |                   |      |   |                                  |   |   |   |
| PROVISION      FOR INCOME TAXES           |   |                   | -         |   |                                  |   | - |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| NET      LOSS                             |   | $                      | (446,904  | )      |                                  | $      | (59,789 | ) |
|                                      |   |                   |      |   |                                  |   |   |   |
| NET      LOSS PER SHARE:                  |   |                   |      |   |                                  |   |   |   |
| Basic      and Diluted                    |   | $                      | (0.05     | )      |                                  |   |   |   |
|                                      |   |                   |      |   |                                  |   |   |   |
| WEIGHTED-AVERAGE      SHARES              |   |                   |      |   |                                  |   |   |   |
| Basic      and Diluted                    |   |                   | 9,166,666 |   |                                  |   |   |   |

----

|                                        |   | Common      Stock $.0001 par |      |   | Additional     |   |   | Accumulated          |   |   | Shareholders' |   |
|---------------------------------------------|--------|------------------------------|-----------|--------|----------------|--------|--------|----------------------|--------|--------|---------------|--------|
|                                        |   | Shares                       |      |   | Par      Value |   |   | Paid      in Capital |   |   | Deficit       |   |   | Equity |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |
| Beginning      Balance at February 18, 2008 |   |                         | -         |   |           |   | -      |                 |   |   | -             |   |   |   | - |   |   |   | - |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Initial      Offering                       |   |                         | 2,291,666 |   |           |   | 229    |                 |   |   | 24,771        |   |   |   | - |   |   |   | 25,000 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Sale      of common stock                   |   |                         | 6,875,000 |   |           |   | 688    |                 |   |   | 33,219,249    |   |   |   |   |   |   |   | 33,219,937 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Purchase      of warrants                   |   |                         | -         |   |           |   | -      |                 |   |   | 1,000,000     |   |   |   | - |   |   |   | 1,000,000 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Net      loss                               |   |                         | -         |   |           |   | -      |                 |   |   | -             |   |   |   | (59,789 | ) |   |   | (59,789 | ) |
| Ending      Balance at December 31, 2008    |   |                         | 9,166,666 |   |           | $      | 917    |                 |   | $      | 34,244,020    |   |   | $ | (59,789 | ) |   | $ | 34,185,148 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |
|                                        |   | Common      Stock $.0001 par |      |   | Additional     |   |   | Accumulated          |   |   | Shareholders' |   |
|                                        |   | Shares                       |      |   | Par      Value |   |   | Paid      in Capital |   |   | Deficit       |   |   | Equity |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Beginning      Balance at January 1, 2009   |   |                         | 9,166,666 |   |           | $      | 917    |                 |   | $      | 34,244,020    |   |   | $ | (59,789 | ) |   | $ | 34,185,148 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Additional      capital                     |   |                         | -         |   |           |   | -      |                 |   |   | 9,115         |   |   |   | - |   |   |   | 9,115 |   |
|                                        |   |                         |      |   |           |   |   |                 |   |   |          |   |   |   |   |   |   |   |   |   |
| Net      loss                               |   |                         | -         |   |           |   | -      |                 |   |   | -             |   |   |   | (446,904 | ) |   |   | (446,904 | ) |
| Ending      Balance at December 31, 2009    |   |                         | 9,166,666 |   |           | $      | 917    |                 |   | $      | 34,253,135    |   |   | $ | (506,693 | ) |   | $ | 33,747,359 |   |

----

|                                                                                  |   |              |       |   | For      the Period From |   |
|---------------------------------------------------------------------------------------|--------|-------------------|------------|--------|--------------------------|--------|
|                                                                                  |   |              |       |   | February      19, 2008   |   |
|                                                                                  |   |              |       |   | (inception)      to      |   |
|                                                                                  |   | December      31, |       |   | December      31,        |   |
|                                                                                  |   | 2009              |       |   | 2008                     |   |
|                                                                                  |   |              |       |   |                     |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                            |   |              |       |   |                     |   |
| Net      loss                                                                         |   | $                 | (446,904   | )      |                     | $      | (59,789 | ) |
| Adjustments      to reconcile net loss to net cash used in operating      activities: |   |              |       |   |                     |   |   |   |
| Prepaid      expenses                                                                 |   |              | (1,363,702 | )      |                     |   | - |   |
| Accounts      payable                                                                 |   |              | 1,397,988  |   |                     |   | - |   |
| Net      cash used in operating activities                                            |   |              | (412,618   | )      |                     |   | (59,789 | ) |
|                                                                                  |   |              |       |   |                     |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES:                                            |   |              |       |   |                     |   |   |   |
| Proceeds      from T-Bills held in trust account                                      |   |              | 262,705    |   |                     |   | (54,564,894 | ) |
| Net      cash provided by investing activities                                        |   |              | 262,705    |   |                     |   | (54,564,894 | ) |
|                                                                                  |   |              |       |   |                     |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES:                                            |   |              |       |   |                     |   |   |   |
| Proceeds      from issuance of stock                                                  |   |              | -          |   |                     |   | 53,230,242 |   |
| Proceeds      from deferred financing costs                                           |   |              | -          |   |                     |   | 1,430,000 |   |
| Costs      associated with issuance of stock                                          |   |              | 12,429     |   |                     |   | - |   |
| Net      proceeds from related parties                                                |   |              | 115,545    |   |                     |   | 9,854 |   |
| Net      cash provided by financing activities                                        |   |              | 127,974    |   |                     |   | 54,670,096 |   |
|                                                                                  |   |              |       |   |                     |   |   |   |
| NET      CHANGE IN CASH AND CASH EQUIVALENTS                                          |   |              | (21,939    | )      |                     |   | 45,413 |   |
| BEGINNING      OF PERIOD                                                              |   |              | 45,413     |   |                     |   | - |   |
| END      OF PERIOD                                                                    |   | $                 | 23,474     |   |                     | $      | 45,413 |   |
|                                                                                  |   |              |       |   |                     |   |   |   |
| Supplementary      disclosure of cash flow information:                               |   |              |       |   |                     |   |   |   |
| Cash      paid for interest                                                           |   | $                 | -          |   |                     | $      | - |   |
| Cash      paid for taxes                                                              |   | $                 | -          |   |                     | $      | - |   |

----

| (a) | Do      not effect a business combination within 18 months after consummation of      the offering, or                                                                                                                                                                                                                                                     |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Do      not effect a business combination within 30 months from the consummation      of the offering if a letter of intent, agreement in principle or      definitive agreement has been executed within 18 months after consummation      of the offering and the business combination has not yet been consummated      within such 18 month period, or |
| (c) | Do      not effect a business combination within 36 months from the consummation      of the offering if the extended period is approved by our      shareholders.                                                                                                                                                                                         |

----

----

| Held-to-maturity:             |   | Carry      Amount |   |   | Grossunrealizedholding      gains |   |   | Fair      value |   |
|-------------------------------|--------|-------------------|--------|--------|-----------------------------------|--------|--------|-----------------|--------|
| U.S.      Treasury securities |   |              | -      |   |                              |   | -      |            |   |   | - |   |

----

----

 CHARDAN2008 CHINA ACQUISITION CORP. 

----

ITEM 19. EXHIBITS

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1        |   | Second      Amended and Restated Memorandum and Articles of Association of DJSP      Enterprises, Inc.  (incorporated herein by reference to Exhibit      1.1 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.1        |   | Specimen      Ordinary Share Certificate (incorporated herein by reference to Exhibit      4.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1      (File No. 333-164907), as filed with the Securities and Exchange      Commission on March 26, 2010).                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.2        |   | Specimen      Unit Certificate (incorporated herein by reference to Exhibit 4.2 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-164907), as filed with the Securities and Exchange Commission on      March 26, 2010).                                                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.3        |   | Specimen      Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-164907), as filed with the Securities and Exchange Commission on      March 26, 2010).                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.4        |   | Form      of Warrant Agreement by and between the Company and Continental Stock      Transfer & Trust Company (incorporated herein by reference to Exhibit      4.5 to Amendment No. 1 to the Company’s Registration Statement on Form F-1      (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.5        |   | Form      of Registration Rights Agreement by and among the Company and the existing      shareholders (incorporated herein by reference to Exhibit 10.5 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-152623), as filed with the Securities and Exchange Commission on      August 4, 2008).                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.6        |   | Amendment      to Registration Rights Agreement, dated as of January 15, 2010, by and      among the Company and certain existing shareholders signatory thereto      (incorporated herein by reference to Exhibit 2.6 to the Company’s Annual      Report on Form 20-F (File No. 001-34149, Film No. 10726039), as filed with      the Securities and Exchange Commission on April 2,  2010).                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.7        |   | Private      Placement Registration Rights Agreement, dated as of December 22, 2009, by      and between the Company and certain investors signatory thereto      (incorporated herein by reference to Exhibit 4.4 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.8        |   | Transaction      Registration Rights Agreement, dated as of January 15, 2010, by and      between the Company and certain investors signatory thereto (incorporated      herein by reference to Exhibit 4.5 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.9        |   | Form      of Unit Purchase Option to be granted to the underwriters (incorporated      herein by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s      Registration Statement on Form F-1 (File No. 333-152623), as filed with      the Securities and Exchange Commission on August 4,  2008).                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.10       |   | Form      of Securities      Escrow Agreement by and among Continental Stock Transfer & Trust      Company, the Company, and existing shareholders signatory thereto      (incorporated herein by reference to Exhibit 10.2 to Amendment No. 1 to      the Company’s Registration Statement on Form F-1 (File No. 333-152623), as      filed with the Securities and Exchange Commission on August 4,      2008).               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.11       |   | Form      of Private Placement Warrant Escrow Agreement by and among Continental      Stock Transfer & Trust Company, the Company, and the purchasers of the      private placement warrants (incorporated herein by reference to Exhibit      10.3 to Amendment No. 1 to the Company’s Registration Statement on Form      F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.12       |   | Amendment      to Private Placement Warrant Escrow Agreement, dated as of January 15,      2020, by and among Continental Stock Transfer & Trust Company, the      Company, and certain purchasers of the private placement warrants      (incorporated herein by reference to Exhibit 2.12 to the Company’s Annual      Report on Form 20-F (File No. 001-34149, Film No. 10726039), as filed with      the Securities and Exchange Commission on April 2,  2010).                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.13       |   | Escrow      Agreement, dated January 15, 2010, by and among DAL Group, LLC, the Law      Offices of David J. Stern, P.A., Professional Title and Abstract Company      of Florida, Inc., Default Servicing, Inc., the Company, and U.S. Bank      National Association (incorporated herein by reference to Exhibit 4.6 to      the Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film      No. 10542397), as filed with the Securities and Exchange Commission on      January 22, 2010).                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.14       |   | Form      of Warrant Purchase Agreement by and between the Company and the      purchasers of the private placement warrants (incorporated herein by      reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.15       |   | Form      of Warrant Sale Agreement, dated as of January 15, 2010, by and among the      Company, certain of its existing shareholders signatory thereto, the agent      for the existing shareholders, Law Offices of David J. Stern, P.A.,      Professional Title and Abstract Company of Florida, Inc., and Default      Servicing, Inc. (incorporated herein by reference to Exhibit 4.11 to the      Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film No.      10542397), as filed with the Securities and Exchange Commission on January      22, 2010). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.16       |   | Form      of Letter Agreement by and between the Company, Kerry Propper and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.17       |   | Form      of Letter Agreement by and between the Company, Xiaosong Zhong and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.18       |   | Form      of Letter Agreement by and between the Company, Li Gong and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.19       |   | Form      of Letter Agreement by and between the Company, Li Zhang and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.20       |   | Form      of Letter Agreement by and between the Company, Dr. Jianjun Shi and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.10 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.21       |   | Form      of Letter Agreement by and between the Company, Steve Urbach and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.1 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.22       |   | Form      of Letter Agreement by and between the Company, Jonas Grossman and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.2 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4,2008).                                                                                                                                                                                                                  |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.23       |   | Form      of Letter Agreement by and between the Company, George Kaufman and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.3 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.24       |   | Form      of Letter Agreement by and between the Company, Todd Gold and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.4 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.25       |   | Form      of Letter Agreement by and between the Company, Jiangnan Huang and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.5 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.26       |   | Form      of Letter Agreement by and between the Company, Royale Holdings and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.6 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.27       |   | Form      of Letter Agreement by and between the Company, Dr. Richard D. Propper and      the representatives of the underwriters (incorporated herein by reference      to Exhibit 10.11.7 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.28       |   | Form      of Letter Agreement by and between the Company, Paula Beharry and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.8 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.29       |   | Form      of Letter Agreement by and between the Company, Daniel Beharry and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.9 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.30       |   | Form      of Letter Agreement by and between the Company, Li Ping He, as custodian      for Tiffany He under the California Uniform Transfers to Minors Act and      the representatives of the underwriters (incorporated herein by reference      to Exhibit 10.11.10 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.31       |   | Form      of Letter Agreement by and between the Company, Carman Ramirez and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.11 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.32       |   | Form      of Letter Agreement by and between the Company, Edward Carter and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.12 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.33       |   | Form      of Letter Agreement by and between the Company, Ida Carter and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.13 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.34       |   | Form      of Senior Term Note (incorporated herein by reference to Exhibit 4.12 to      the Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film      No. 10542397), as filed with the Securities and Exchange Commission on      January 22, 2010).                                                                                                                                                                                    |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.35       |   | Senior      Loan, Security and Pledge Agreement, dated as of January 15, 2010, by and      among DAL Group, LLC and the lenders listed on Schedule 1 thereto      (incorporated herein by reference to Exhibit 4.13 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.36       |   | Subordination      and Intercreditor Agreement, dated as of January 15, 2010, by and among      Law Offices of David J. Stern, P.A., Professional Title and Abstract      Company of Florida, Inc., Default Servicing, Inc., David J. Stern, and the      lenders listed on Schedule 1 thereto (incorporated herein by reference to      Exhibit 4.14 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.37       |   | Form      of Senior Security Agreements of each of DJS Processing, LLC, Professional      Title and Abstract Company of Florida, LLC, and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.15 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.38       |   | Form      of Senior Guarantees of each of DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.16 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.39       |   | Form      of Stern Deferral Note (incorporated herein by reference to Exhibit 4.17      to the Company’s Shell Company Report on Form 20-F (File No. 001-34149,      Film No. 10542397), as filed with the Securities and Exchange Commission      on January 22, 2010).                                                                                                                                                                                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.40       |   | Loan,      Security, and Pledge Agreement, dated as of January 15, 2010, by and among      DAL Group, LLC, Law Offices of David J. Stern, P.A., Professional Title      and Abstract Company of Florida, Inc., and Default Servicing, Inc.      (incorporated herein by reference to Exhibit 4.18 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.41       |   | Form      of Security Agreements of each of DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.19 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.42       |   | Form      of Guarantees of each of DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC and Default Servicing, LLC (incorporated      herein by reference to Exhibit 4.20 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.43       |   | Loan      Agreement, dated as of March 18, 2010, by and between Bank of America,      N.A. and DAL Group, LLC (incorporated herein by reference to Exhibit 2.43      to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.44       |   | Security      Agreement, dated as of March 18, 2010, by and between Bank of America,      N.A. and DAL Group, LLC (incorporated herein by reference to Exhibit 2.44      to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.45       |   | General      Subordination and Assignment, dated as of March 18, 2010, by and among DAL      Group LLC, DJS Processing, LLC, Professional Title and Abstract Company of      Florida, LLC, Default Servicing, LLC, Chardan Capital Markets, LLC, Kerry      Propper, Chardan Capital LLC,  Law Offices of David J. Stern,      P.A., Stern Holding Company – PT, Inc. and Stern Holding Company – DS,      Inc(incorporated herein by reference to Exhibit 2.45 to the Company’s      Annual Report on Form 20-F (File No. 001-34149, Film No. 10726039), as      filed with the Securities and Exchange Commission on April 2,      2010). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.46       |   | Form      of Security Agreements by and between Bank of America, N. A. and each of      DJS Processing, LLC, Professional Title and Abstract Company of Florida,      LLC, and Default Servicing, LLC (incorporated herein by reference to      Exhibit 2.46 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010).                                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.47       |   | Form      of Guarantees of each of DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC and Default Servicing, LLC. To Bank of      America, N. A (incorporated herein by reference to Exhibit 2.47 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1        |   | Voting      Agreement, dated as of January 15, 2010, by and among David J. Stern, Law      Offices of David J. Stern, P.A., Professional Title and Abstract Company      of Florida, Inc., Default Servicing, Inc., FlatWorld DAL LLC, Jeffrey A.      Valenty, Nagina Partners LLC, certain shareholders of the Company      signatory thereto, and the Company (incorporated herein by reference to      Exhibit 3.1 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1        |   | Master      Acquisition Agreement dated as of December 10, 2009, by and among David J.      Stern, Law Offices of David J. Stern, P.A., Professional Title and      Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta,      Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,      Default Servicing, LLC, DAL Group, LLC, and the Company (incorporated      herein by reference to Annex C to the Company’s Proxy Statement, filed      under cover of Form 6-K (File No. 001-34149, Film No. 091262797), as filed      with the Securities and Exchange Commission on December 29,      2009). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2        |   | Contribution      and Membership Interest Purchase Agreement by and among David J. Stern,      Law Offices of David J. Stern, P.A., Professional Title and Abstract      Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey      A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,      Default Servicing, LLC, DAL Group, LLC, and the Company (incorporated      herein by reference to Exhibit 4.2 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3        |   | Employment      Agreement of David J. Stern, dated as of January 15, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, the Company, and David J. Stern      (incorporated herein by reference to Exhibit 4.7 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.4        |   | Stern      Confidentiality and Noncompetition Agreement, dated as of January 15,      2010, by and among  DAL Group, LLC, DJS Processing, LLC, the      Company, and David J. Stern (incorporated herein by reference to Exhibit      4.4 to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film      No. 10726039), as filed with the Securities and Exchange Commission on      April 2, 2010).                                                                                                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5        |   | Employment      Agreement of Kumar Gursahaney, dated as of February 15, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC, Default Servicing, LLC, the Company and Kumar      Gursahaney (incorporated herein by reference to Exhibit 4.5 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6        |   | Gursahaney      Confidentiality and Noncompetition Agreement dated as of February 15,      2010, by and among DAL Group, LLC, DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC, Default Servicing, LLC, the Company      and Kumar Gursahaney (incorporated herein by reference to Exhibit 4.6 to      the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                    |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.7        |   | Employment      Agreement of Matthew S. Kayton, dated as of March 2, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC, Default Servicing, LLC, the Company and Matthew      S. Kayton (incorporated herein by reference to Exhibit 4.7 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.8        |   | Kayton      Confidentiality and Noncompetition Agreement, dated as of March 2, 2010,      by and among DAL Group, LLC, DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC, Default Servicing, LLC, the Company and      Matthew S. Kayton (incorporated herein by reference to Exhibit 4.8 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.9        |   | 2009      Equity Incentive Plan, effective January 11, 2010 (incorporated herein by      reference to Exhibit 4.8 to the Company’s Shell Company Report on Form      20-F (File No. 001-34149, Film No. 10542397), as filed with the Securities      and Exchange Commission on January 22, 2010).                                                                                                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10       |   | Services      Agreement, dated as of January 15, 2010, by and between Law Offices of      David J. Stern, P.A. and DJS Processing, LLC (incorporated herein by      reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).**                                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11       |   | FlatWorld      Services Agreement, dated as of January 15, 2010, by and between DAL      Group, LLC and FlatWorld Consulting LLC (incorporated herein by reference      to Exhibit 4.9 to the Company’s Shell Company Report on Form 20-F (File      No. 001-34149, Film No. 10542397), as filed with the Securities and      Exchange Commission on January 22, 2010).                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.12       |   | Consulting      Services Agreement, dated as of January 15, 2010, by and between DAL      Group, LLC and the Company (incorporated herein by reference to Exhibit      4.10 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.13       |   | DAL      Group, LLC Tax Indemnification Agreement, dated as of January 15, 2010, by      and between DAL Group, LLC and the Company (incorporated herein by      reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.14       |   | Stern      Participants Tax Indemnification Agreement, dated as of January 15, 2010,      by and among David J. Stern, Law Offices of David J. Stern, P.A.,      Professional Title and Abstract Company of Florida, Inc., Default      Servicing, Inc., DAL Group, LLC and the Company (incorporated herein by      reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.15       |   | FlatWorld      Participants Tax Indemnification Agreement, dated as of January 15, 2010,      by and among Raj Gupta, Jeffrey Valenty, FlatWorld DAL LLC, DAL Group, LLC      and the Company (incorporated herein by reference to Exhibit 4.15 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16       |   | Transferred      Employees Payroll and Benefits Transition and Reimbursement Agreement,      dated as of January 15, 2010, by and among Law Offices of David J. Stern,      P.A., Professional Title and Abstract Company of Florida, Inc., Default      Servicing, Inc., DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC and Default Servicing, LLC (incorporated herein by      reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2,2010). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.17       |   | Law      Offices of David J. Stern, P.A. 401(k) Plan Cost-Sharing Agreement, dated      as of January 19, 2010, by and among Law Offices of David J. Stern, P.A.,      DJS Processing, LLC, Professional Title and Abstract Company of Florida,      LLC and Default Servicing, LLC (incorporated herein by reference to      Exhibit 4.17 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.18       |   | Facilities      Sharing Agreement, dated as of January 15, 2010, by and between Law      Offices of David J. Stern, P.A. and DJS Processing, LLC (incorporated      herein by reference to Exhibit 4.18 to the Company’s Annual Report on Form      20-F (File No. 001-34149, Film No. 10726039), as filed with the Securities      and Exchange Commission on April 2, 2010).                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.19       |   | Amended      and Restated Limited Liability Company Agreement of DAL Group, LLC      (incorporated herein by reference to Exhibit 4.21 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.20       |   | First      Amendment to Amended and Restated Limited Liability Company Agreement of      DAL Group, LLC, dated as of January 15, 2010(incorporated herein by      reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.21       |   | Form      of Non-Employee Director Nonqualified Share Option Agreement (incorporated      herein by reference to Exhibit 4.22 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.22       |   | Form      of Nonqualified Share Option Agreement – Employees (incorporated herein by      reference to Exhibit 4.23 to the Company’s Shell Company Report on Form      20-F (File No. 001-34149, Film No. 10542397), as filed with the Securities      and Exchange Commission on January 22, 2010).                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.23       |   | Form      of Nonqualified Share Option Agreement – Consultants (incorporated herein      by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.24       |   | Form      of Director Hold Harmless Indemnification Agreement (incorporated herein      by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.25       |   | Form      of Officer Hold Harmless Indemnification Agreement (incorporated herein by      reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.26       |   | Security      Agreement, dated as of March 18, 2010, by and between Law Offices of David      J. Stern, P.A. and DJS Processing, LLC (incorporated herein by reference      to Exhibit 4.26 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010).                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8.1        |   | List      of Subsidiaries (incorporated herein by reference to Exhibit 8.1 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 11.1       |   | Code      of Conduct and Ethics (incorporated herein by reference to Exhibit 14 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-152623), as filed with the Securities and Exchange Commission on      August 4, 2008).                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.1       |   | CEO      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR      240.13a-14(a)) or Rule 15d-1(a) (17 CFR240.15d-14(a)).*                                                                                                                                                                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.2       |   | CFO      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule      15d-1(a) (17 CFR 240.15d-14(a)).*                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| ExhibitNo. |   | Description                                                                             |
|------------|--------|-----------------------------------------------------------------------------------------|
|       |   |                                                                                    |
| 13.1       |   | CEO      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.* |
|       |   |                                                                                    |
| 13.2       |   | CFO      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.* |
|       |   |                                                                                    |

|  | * | Filed      herewith. |
|--|---|----------------------|

|  | ** | Portions      of this exhibit have been omitted pursuant to the Company’s request to the      Secretary of the Securities and Exchange Commission for confidential      treatment, pursuant to Rule 24b-2 under the Securities Exchange Act of      1934, as amended. |
|--|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | DJSP      ENTERPRISES, INC. |                         |
|--------|-----------------------------|------------------------------|
|   |                        |                         |   |
|   |                        |                         |   |
|   |                        |                         |   |
|   | By:                         | /s/ Kumar Gursahaney         |   |
|   | Name:                  | Kumar      Gursahaney        |   |
|   | Title:                      | Chief      Financial Officer |   |
|   |                        |                         |   |
|   | Date:                       | April      26, 2010          |   |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1        |   | Second      Amended and Restated Memorandum and Articles of Association of DJSP      Enterprises, Inc.  (incorporated herein by reference to Exhibit      1.1 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.1        |   | Specimen      Ordinary Share Certificate (incorporated herein by reference to Exhibit      4.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1      (File No. 333-164907), as filed with the Securities and Exchange      Commission on March 26, 2010).                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.2        |   | Specimen      Unit Certificate (incorporated herein by reference to Exhibit 4.2 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-164907), as filed with the Securities and Exchange Commission on      March 26, 2010).                                                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.3        |   | Specimen      Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-164907), as filed with the Securities and Exchange Commission on      March 26, 2010).                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.4        |   | Form      of Warrant Agreement by and between the Company and Continental Stock      Transfer & Trust Company (incorporated herein by reference to Exhibit      4.5 to Amendment No. 1 to the Company’s Registration Statement on Form F-1      (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.5        |   | Form      of Registration Rights Agreement by and among the Company and the existing      shareholders (incorporated herein by reference to Exhibit 10.5 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-152623), as filed with the Securities and Exchange Commission on      August 4, 2008).                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.6        |   | Amendment      to Registration Rights Agreement, dated as of January 15, 2010, by and      among the Company and certain existing shareholders signatory thereto      (incorporated herein by reference to Exhibit 2.6 to the Company’s Annual      Report on Form 20-F (File No. 001-34149, Film No. 10726039), as filed with      the Securities and Exchange Commission on April 2,  2010).                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.7        |   | Private      Placement Registration Rights Agreement, dated as of December 22, 2009, by      and between the Company and certain investors signatory thereto      (incorporated herein by reference to Exhibit 4.4 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.8        |   | Transaction      Registration Rights Agreement, dated as of January 15, 2010, by and      between the Company and certain investors signatory thereto (incorporated      herein by reference to Exhibit 4.5 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.9        |   | Form      of Unit Purchase Option to be granted to the underwriters (incorporated      herein by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s      Registration Statement on Form F-1 (File No. 333-152623), as filed with      the Securities and Exchange Commission on August 4,  2008).                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.10       |   | Form      of Securities      Escrow Agreement by and among Continental Stock Transfer & Trust      Company, the Company, and existing shareholders signatory thereto      (incorporated herein by reference to Exhibit 10.2 to Amendment No. 1 to      the Company’s Registration Statement on Form F-1 (File No. 333-152623), as      filed with the Securities and Exchange Commission on August 4,      2008).               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.11       |   | Form      of Private Placement Warrant Escrow Agreement by and among Continental      Stock Transfer & Trust Company, the Company, and the purchasers of the      private placement warrants (incorporated herein by reference to Exhibit      10.3 to Amendment No. 1 to the Company’s Registration Statement on Form      F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.12       |   | Amendment      to Private Placement Warrant Escrow Agreement, dated as of January 15,      2020, by and among Continental Stock Transfer & Trust Company, the      Company, and certain purchasers of the private placement warrants      (incorporated herein by reference to Exhibit 2.12 to the Company’s Annual      Report on Form 20-F (File No. 001-34149, Film No. 10726039), as filed with      the Securities and Exchange Commission on April 2,  2010).                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.13       |   | Escrow      Agreement, dated January 15, 2010, by and among DAL Group, LLC, the Law      Offices of David J. Stern, P.A., Professional Title and Abstract Company      of Florida, Inc., Default Servicing, Inc., the Company, and U.S. Bank      National Association (incorporated herein by reference to Exhibit 4.6 to      the Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film      No. 10542397), as filed with the Securities and Exchange Commission on      January 22, 2010).                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.14       |   | Form      of Warrant Purchase Agreement by and between the Company and the      purchasers of the private placement warrants (incorporated herein by      reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.15       |   | Form      of Warrant Sale Agreement, dated as of January 15, 2010, by and among the      Company, certain of its existing shareholders signatory thereto, the agent      for the existing shareholders, Law Offices of David J. Stern, P.A.,      Professional Title and Abstract Company of Florida, Inc., and Default      Servicing, Inc. (incorporated herein by reference to Exhibit 4.11 to the      Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film No.      10542397), as filed with the Securities and Exchange Commission on January      22, 2010). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.16       |   | Form      of Letter Agreement by and between the Company, Kerry Propper and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.6 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.17       |   | Form      of Letter Agreement by and between the Company, Xiaosong Zhong and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.18       |   | Form      of Letter Agreement by and between the Company, Li Gong and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.19       |   | Form      of Letter Agreement by and between the Company, Li Zhang and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on      Form F-1 (File No. 333-152623), as filed with the Securities and Exchange      Commission on August 4, 2008).                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.20       |   | Form      of Letter Agreement by and between the Company, Dr. Jianjun Shi and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.10 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.21       |   | Form      of Letter Agreement by and between the Company, Steve Urbach and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.1 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.22       |   | Form      of Letter Agreement by and between the Company, Jonas Grossman and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.2 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4,2008).                                                                                                                                                                                                                  |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.23       |   | Form      of Letter Agreement by and between the Company, George Kaufman and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.3 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.24       |   | Form      of Letter Agreement by and between the Company, Todd Gold and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.4 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.25       |   | Form      of Letter Agreement by and between the Company, Jiangnan Huang and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.5 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.26       |   | Form      of Letter Agreement by and between the Company, Royale Holdings and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.6 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.27       |   | Form      of Letter Agreement by and between the Company, Dr. Richard D. Propper and      the representatives of the underwriters (incorporated herein by reference      to Exhibit 10.11.7 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.28       |   | Form      of Letter Agreement by and between the Company, Paula Beharry and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.8 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.29       |   | Form      of Letter Agreement by and between the Company, Daniel Beharry and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.9 to Amendment No. 1 to the Company’s Registration Statement      on Form F-1 (File No. 333-152623), as filed with the Securities and      Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.30       |   | Form      of Letter Agreement by and between the Company, Li Ping He, as custodian      for Tiffany He under the California Uniform Transfers to Minors Act and      the representatives of the underwriters (incorporated herein by reference      to Exhibit 10.11.10 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.31       |   | Form      of Letter Agreement by and between the Company, Carman Ramirez and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.11 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.32       |   | Form      of Letter Agreement by and between the Company, Edward Carter and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.12 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.33       |   | Form      of Letter Agreement by and between the Company, Ida Carter and the      representatives of the underwriters (incorporated herein by reference to      Exhibit 10.11.13 to Amendment No. 1 to the Company’s Registration      Statement on Form F-1 (File No. 333-152623), as filed with the Securities      and Exchange Commission on August 4, 2008).                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.34       |   | Form      of Senior Term Note (incorporated herein by reference to Exhibit 4.12 to      the Company’s Shell Company Report on Form 20-F (File No. 001-34149, Film      No. 10542397), as filed with the Securities and Exchange Commission on      January 22, 2010).                                                                                                                                                                                    |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.35       |   | Senior      Loan, Security and Pledge Agreement, dated as of January 15, 2010, by and      among DAL Group, LLC and the lenders listed on Schedule 1 thereto      (incorporated herein by reference to Exhibit 4.13 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.36       |   | Subordination      and Intercreditor Agreement, dated as of January 15, 2010, by and among      Law Offices of David J. Stern, P.A., Professional Title and Abstract      Company of Florida, Inc., Default Servicing, Inc., David J. Stern, and the      lenders listed on Schedule 1 thereto (incorporated herein by reference to      Exhibit 4.14 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.37       |   | Form      of Senior Security Agreements of each of DJS Processing, LLC, Professional      Title and Abstract Company of Florida, LLC, and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.15 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.38       |   | Form      of Senior Guarantees of each of DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.16 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.39       |   | Form      of Stern Deferral Note (incorporated herein by reference to Exhibit 4.17      to the Company’s Shell Company Report on Form 20-F (File No. 001-34149,      Film No. 10542397), as filed with the Securities and Exchange Commission      on January 22, 2010).                                                                                                                                                                                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.40       |   | Loan,      Security, and Pledge Agreement, dated as of January 15, 2010, by and among      DAL Group, LLC, Law Offices of David J. Stern, P.A., Professional Title      and Abstract Company of Florida, Inc., and Default Servicing, Inc.      (incorporated herein by reference to Exhibit 4.18 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.41       |   | Form      of Security Agreements of each of DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC and Default Servicing, LLC      (incorporated herein by reference to Exhibit 4.19 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.42       |   | Form      of Guarantees of each of DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC and Default Servicing, LLC (incorporated      herein by reference to Exhibit 4.20 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.43       |   | Loan      Agreement, dated as of March 18, 2010, by and between Bank of America,      N.A. and DAL Group, LLC (incorporated herein by reference to Exhibit 2.43      to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.44       |   | Security      Agreement, dated as of March 18, 2010, by and between Bank of America,      N.A. and DAL Group, LLC (incorporated herein by reference to Exhibit 2.44      to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.45       |   | General      Subordination and Assignment, dated as of March 18, 2010, by and among DAL      Group LLC, DJS Processing, LLC, Professional Title and Abstract Company of      Florida, LLC, Default Servicing, LLC, Chardan Capital Markets, LLC, Kerry      Propper, Chardan Capital LLC,  Law Offices of David J. Stern,      P.A., Stern Holding Company – PT, Inc. and Stern Holding Company – DS,      Inc(incorporated herein by reference to Exhibit 2.45 to the Company’s      Annual Report on Form 20-F (File No. 001-34149, Film No. 10726039), as      filed with the Securities and Exchange Commission on April 2,      2010). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.46       |   | Form      of Security Agreements by and between Bank of America, N. A. and each of      DJS Processing, LLC, Professional Title and Abstract Company of Florida,      LLC, and Default Servicing, LLC (incorporated herein by reference to      Exhibit 2.46 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010).                                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.47       |   | Form      of Guarantees of each of DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC and Default Servicing, LLC. To Bank of      America, N. A (incorporated herein by reference to Exhibit 2.47 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1        |   | Voting      Agreement, dated as of January 15, 2010, by and among David J. Stern, Law      Offices of David J. Stern, P.A., Professional Title and Abstract Company      of Florida, Inc., Default Servicing, Inc., FlatWorld DAL LLC, Jeffrey A.      Valenty, Nagina Partners LLC, certain shareholders of the Company      signatory thereto, and the Company (incorporated herein by reference to      Exhibit 3.1 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1        |   | Master      Acquisition Agreement dated as of December 10, 2009, by and among David J.      Stern, Law Offices of David J. Stern, P.A., Professional Title and      Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta,      Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,      Default Servicing, LLC, DAL Group, LLC, and the Company (incorporated      herein by reference to Annex C to the Company’s Proxy Statement, filed      under cover of Form 6-K (File No. 001-34149, Film No. 091262797), as filed      with the Securities and Exchange Commission on December 29,      2009). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2        |   | Contribution      and Membership Interest Purchase Agreement by and among David J. Stern,      Law Offices of David J. Stern, P.A., Professional Title and Abstract      Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey      A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS      Processing, LLC, Professional Title and Abstract Company of Florida, LLC,      Default Servicing, LLC, DAL Group, LLC, and the Company (incorporated      herein by reference to Exhibit 4.2 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3        |   | Employment      Agreement of David J. Stern, dated as of January 15, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, the Company, and David J. Stern      (incorporated herein by reference to Exhibit 4.7 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.4        |   | Stern      Confidentiality and Noncompetition Agreement, dated as of January 15,      2010, by and among  DAL Group, LLC, DJS Processing, LLC, the      Company, and David J. Stern (incorporated herein by reference to Exhibit      4.4 to the Company’s Annual Report on Form 20-F (File No. 001-34149, Film      No. 10726039), as filed with the Securities and Exchange Commission on      April 2, 2010).                                                                                                                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5        |   | Employment      Agreement of Kumar Gursahaney, dated as of February 15, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC, Default Servicing, LLC, the Company and Kumar      Gursahaney (incorporated herein by reference to Exhibit 4.5 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6        |   | Gursahaney      Confidentiality and Noncompetition Agreement dated as of February 15,      2010, by and among DAL Group, LLC, DJS Processing, LLC, Professional Title      and Abstract Company of Florida, LLC, Default Servicing, LLC, the Company      and Kumar Gursahaney (incorporated herein by reference to Exhibit 4.6 to      the Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                    |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.7        |   | Employment      Agreement of Matthew S. Kayton, dated as of March 2, 2010, by and among      DAL Group, LLC, DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC, Default Servicing, LLC, the Company and Matthew      S. Kayton (incorporated herein by reference to Exhibit 4.7 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.8        |   | Kayton      Confidentiality and Noncompetition Agreement, dated as of March 2, 2010,      by and among DAL Group, LLC, DJS Processing, LLC, Professional Title and      Abstract Company of Florida, LLC, Default Servicing, LLC, the Company and      Matthew S. Kayton (incorporated herein by reference to Exhibit 4.8 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.9        |   | 2009      Equity Incentive Plan, effective January 11, 2010 (incorporated herein by      reference to Exhibit 4.8 to the Company’s Shell Company Report on Form      20-F (File No. 001-34149, Film No. 10542397), as filed with the Securities      and Exchange Commission on January 22, 2010).                                                                                                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10       |   | Services      Agreement, dated as of January 15, 2010, by and between Law Offices of      David J. Stern, P.A. and DJS Processing, LLC (incorporated herein by      reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).**                                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11       |   | FlatWorld      Services Agreement, dated as of January 15, 2010, by and between DAL      Group, LLC and FlatWorld Consulting LLC (incorporated herein by reference      to Exhibit 4.9 to the Company’s Shell Company Report on Form 20-F (File      No. 001-34149, Film No. 10542397), as filed with the Securities and      Exchange Commission on January 22, 2010).                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.12       |   | Consulting      Services Agreement, dated as of January 15, 2010, by and between DAL      Group, LLC and the Company (incorporated herein by reference to Exhibit      4.10 to the Company’s Shell Company Report on Form 20-F (File No.      001-34149, Film No. 10542397), as filed with the Securities and Exchange      Commission on January 22, 2010).                                                                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.13       |   | DAL      Group, LLC Tax Indemnification Agreement, dated as of January 15, 2010, by      and between DAL Group, LLC and the Company (incorporated herein by      reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.14       |   | Stern      Participants Tax Indemnification Agreement, dated as of January 15, 2010,      by and among David J. Stern, Law Offices of David J. Stern, P.A.,      Professional Title and Abstract Company of Florida, Inc., Default      Servicing, Inc., DAL Group, LLC and the Company (incorporated herein by      reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.15       |   | FlatWorld      Participants Tax Indemnification Agreement, dated as of January 15, 2010,      by and among Raj Gupta, Jeffrey Valenty, FlatWorld DAL LLC, DAL Group, LLC      and the Company (incorporated herein by reference to Exhibit 4.15 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                         |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16       |   | Transferred      Employees Payroll and Benefits Transition and Reimbursement Agreement,      dated as of January 15, 2010, by and among Law Offices of David J. Stern,      P.A., Professional Title and Abstract Company of Florida, Inc., Default      Servicing, Inc., DJS Processing, LLC, Professional Title and Abstract      Company of Florida, LLC and Default Servicing, LLC (incorporated herein by      reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2,2010). |

----

| ExhibitNo. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.17       |   | Law      Offices of David J. Stern, P.A. 401(k) Plan Cost-Sharing Agreement, dated      as of January 19, 2010, by and among Law Offices of David J. Stern, P.A.,      DJS Processing, LLC, Professional Title and Abstract Company of Florida,      LLC and Default Servicing, LLC (incorporated herein by reference to      Exhibit 4.17 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010). |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.18       |   | Facilities      Sharing Agreement, dated as of January 15, 2010, by and between Law      Offices of David J. Stern, P.A. and DJS Processing, LLC (incorporated      herein by reference to Exhibit 4.18 to the Company’s Annual Report on Form      20-F (File No. 001-34149, Film No. 10726039), as filed with the Securities      and Exchange Commission on April 2, 2010).                                                                                                                                    |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.19       |   | Amended      and Restated Limited Liability Company Agreement of DAL Group, LLC      (incorporated herein by reference to Exhibit 4.21 to the Company’s Shell      Company Report on Form 20-F (File No. 001-34149, Film No. 10542397), as      filed with the Securities and Exchange Commission on January 22,      2010).                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.20       |   | First      Amendment to Amended and Restated Limited Liability Company Agreement of      DAL Group, LLC, dated as of January 15, 2010(incorporated herein by      reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.21       |   | Form      of Non-Employee Director Nonqualified Share Option Agreement (incorporated      herein by reference to Exhibit 4.22 to the Company’s Shell Company Report      on Form 20-F (File No. 001-34149, Film No. 10542397), as filed with the      Securities and Exchange Commission on January 22,2010).                                                                                                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.22       |   | Form      of Nonqualified Share Option Agreement – Employees (incorporated herein by      reference to Exhibit 4.23 to the Company’s Shell Company Report on Form      20-F (File No. 001-34149, Film No. 10542397), as filed with the Securities      and Exchange Commission on January 22, 2010).                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.23       |   | Form      of Nonqualified Share Option Agreement – Consultants (incorporated herein      by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.24       |   | Form      of Director Hold Harmless Indemnification Agreement (incorporated herein      by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.25       |   | Form      of Officer Hold Harmless Indemnification Agreement (incorporated herein by      reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F      (File No. 001-34149, Film No. 10726039), as filed with the Securities and      Exchange Commission on April 2, 2010).                                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.26       |   | Security      Agreement, dated as of March 18, 2010, by and between Law Offices of David      J. Stern, P.A. and DJS Processing, LLC (incorporated herein by reference      to Exhibit 4.26 to the Company’s Annual Report on Form 20-F (File No.      001-34149, Film No. 10726039), as filed with the Securities and Exchange      Commission on April 2, 2010).                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8.1        |   | List      of Subsidiaries (incorporated herein by reference to Exhibit 8.1 to the      Company’s Annual Report on Form 20-F (File No. 001-34149, Film No.      10726039), as filed with the Securities and Exchange Commission on April      2, 2010).                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 11.1       |   | Code      of Conduct and Ethics (incorporated herein by reference to Exhibit 14 to      Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File      No. 333-152623), as filed with the Securities and Exchange Commission on      August 4, 2008).                                                                                                                                                                                                                                             |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.1       |   | CEO      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR      240.13a-14(a)) or Rule 15d-1(a) (17 CFR240.15d-14(a)).*                                                                                                                                                                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.2       |   | CFO      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule      15d-1(a) (17 CFR 240.15d-14(a)).*                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| ExhibitNo. |   | Description                                                                             |
|------------|--------|-----------------------------------------------------------------------------------------|
|       |   |                                                                                    |
| 13.1       |   | CEO      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.* |
|       |   |                                                                                    |
| 13.2       |   | CFO      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.* |
|       |   |                                                                                    |

|  | * | Filed      herewith. |
|--|---|----------------------|

|  | ** | Portions      of this exhibit have been omitted pursuant to the Company’s request to the      Secretary of the Securities and Exchange Commission for confidential      treatment, pursuant to Rule 24b-2 under the Securities Exchange Act of      1934, as amended. |
|--|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----