|  ̈ | 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:________________                               |

----

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

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

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

|   | xYes  | o       No |
|--------|------------|-----------------|

|   | oYes  | o       No |
|--------|------------|-----------------|

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

----

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

----

----

|         |        PART    I |        PAGE |
|--------------|-----------------------|------------------|
| ITEM      19 | EXHIBITS              |             |
|         |                  |             |
|         | SIGNATURES            |             |

----

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). |

----

| 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).                                                                                                                                                                                                                  |

----

| 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).                                                                                                                                                                                    |

----

| 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). |

----

| 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).                                                                                                                                                                                                                    |

----

| 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.*, **                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.11  |   | Amendment      to Services Agreement, dated as of May 27, 2010, by and between Law      Offices of David J. Stern, P.A. and DJS Processing, LLC.*,    **                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12  |   | 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).                                                                                                                                                                                                                                             |
| 4.13  |   | 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).                                                                                                                                                                                                                                                        |
| 4.14  |   | 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).                                                                                                                                                                                                                                                   |
| 4.15  |   | 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).                                                                                               |
| 4.16  |   | 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).                                                                                                                                                                                         |
| 4.17  |   | 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). |

----

| 4.18  |   | 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). |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.19  |   | 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).                                                                                                                                    |
| 4.20  |   | 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).                                                                                                                                                                                      |
| 4.21  |   | 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).                                                                                                                                                |
| 4.22  |   | 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).                                                                                                                                                                                                     |
| 4.23  |   | 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).                                                                                                                                                                                                              |
| 4.24  |   | 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).                                                                                                                                                                                                                |
| 4.25  |   | 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).                                                                                                                                                                                                                       |
| 4.26  |   | 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).                                                                                                                                                                                                                        |
| 4.27  |   | 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)).*                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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:      June 24, 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). |

----

| 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).                                                                                                                                                                                                                  |

----

| 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).                                                                                                                                                                                    |

----

| 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). |

----

| 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).                                                                                                                                                                                                                    |

----

| 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.*, **                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.11  |   | Amendment      to Services Agreement, dated as of May 27, 2010, by and between Law      Offices of David J. Stern, P.A. and DJS Processing, LLC.*,    **                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12  |   | 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).                                                                                                                                                                                                                                             |
| 4.13  |   | 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).                                                                                                                                                                                                                                                        |
| 4.14  |   | 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).                                                                                                                                                                                                                                                   |
| 4.15  |   | 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).                                                                                               |
| 4.16  |   | 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).                                                                                                                                                                                         |
| 4.17  |   | 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). |

----

| 4.18  |   | 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). |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.19  |   | 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).                                                                                                                                    |
| 4.20  |   | 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).                                                                                                                                                                                      |
| 4.21  |   | 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).                                                                                                                                                |
| 4.22  |   | 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).                                                                                                                                                                                                     |
| 4.23  |   | 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).                                                                                                                                                                                                              |
| 4.24  |   | 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).                                                                                                                                                                                                                |
| 4.25  |   | 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).                                                                                                                                                                                                                       |
| 4.26  |   | 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).                                                                                                                                                                                                                        |
| 4.27  |   | 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)).*                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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. |