exv4w1






EXHIBIT 4.1




AMENDED AND RESTATED




CERTIFICATE OF INCORPORATION OF




LENDER PROCESSING SERVICES, INC.




          Lender Processing Services, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), does hereby certify as follows:




          First: The Corporation’s original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on December 7, 2007.




          Second: This Amended and Restated Certificate of Incorporation (this “Certificate of
Incorporation”) has been duly adopted in accordance with the provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware.




          Third: This Certificate of Incorporation amends, restates and integrates the provisions of
the Corporation’s original Certificate of Incorporation.




          Fourth: The text of this Certificate of Incorporation is hereby amended and restated to read
in its entirety as follows:




 









 








ARTICLE I




NAME




          The name of the Corporation is “Lender Processing Services, Inc.”




ARTICLE II




REGISTERED AGENT




          The address of the registered office of the Corporation in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name of the
Corporation’s registered agent at that address is “The Corporation Trust Company.”




ARTICLE III




PURPOSE




          The purpose of the Corporation is to engage in any lawful act or activity for which a
corporation may now or hereafter be organized under the General Corporation Law of the State of
Delaware (the “DGCL”).




ARTICLE IV




CAPITAL STOCK




          Section 4.1. The total number of shares of all classes of stock which the Corporation shall
have authority to issue is 550,000,000, consisting of 500,000,000 shares of Common Stock, par value
$0.0001 per share (“Common Stock”), and 50,000,000 shares of preferred stock, par value
$0.0001 per share (“Preferred Stock”).




          Section 4.2. Subject to the approval by holders of shares of any class or series of Preferred
Stock, to the extent such approval is required, shares of Preferred Stock of the Corporation may be
issued from time to time in one or more classes or series, each of which class or series shall have
such distinctive designation and title as shall be fixed by the Board of Directors of the
Corporation (the “Board of Directors”) prior to the issuance of any shares thereof. The
Board of Directors is hereby authorized to fix the designation and title for each such class or
series of Preferred Stock, to fix the voting powers, whether full or limited, or no voting powers,
and such powers, preferences and relative, participating, optional or other special




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rights and such qualifications, limitations or restrictions thereof, and to fix the number of
shares constituting such class or series (but not below the number of shares thereof then
outstanding), in each case as shall be stated in such resolution or resolutions providing for the
issue of such class or series of Preferred Stock as may be adopted from time to time by the Board
of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly
vested in it.




          Section 4.3. Except as otherwise expressly required by law or provided in this Certificate of
Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time
outstanding, the holders of any outstanding shares of Common Stock shall vote together as a single
class on all matters with respect to which stockholders are entitled to vote under applicable law,
this Certificate of Incorporation or the Amended and Restated Bylaws of the Corporation (the
“Bylaws”), or upon which a vote of stockholders is otherwise duly called for by the
Corporation. At each annual or special meeting of stockholders, each holder of record of shares of
Common Stock on the relevant record date shall be entitled to cast one vote in person or by proxy
for each share of the Common Stock standing in such holder’s name on the stock transfer records of
the Corporation.




ARTICLE V




DIRECTORS




          Section 5.1. The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, consisting of not less than one nor more than fourteen members
with the exact number of directors to be determined from time to time exclusively by resolution
adopted by the Board of Directors. The directors, other than those who may be elected by the
holders of any class or series of Preferred Stock as set forth in this Certificate of
Incorporation, shall be divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. The term of the initial Class I directors
shall terminate on the date of the 2009 annual meeting of stockholders; the term of the initial
Class II directors shall terminate on the date of the 2010 annual meeting of stockholders and the
term of the initial Class III directors shall terminate on the date of the 2011 annual meeting of
stockholders. At each annual meeting of stockholders beginning in 2009, successors to the class of
directors whose term expires at that annual meeting shall be elected for a three-year term.




          Section 5.2. If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each class as nearly
equal as possible, and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of directors shorten the term of
any incumbent director. A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall qualify for office,
subject, however, to prior death, resignation, retirement, disqualification or removal from office.




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Any vacancy on the Board of Directors, however resulting, may be filled only by an affirmative
vote of the majority of the directors then in office, even if less than a quorum, or by an
affirmative vote of the sole remaining director. Any director elected to fill a vacancy shall hold
office for a term that shall coincide with the term of the class to which such director shall have
been elected.




          Section 5.3. Notwithstanding any of the foregoing provisions, whenever the holders of any one
or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special meeting of stockholders,
the election, term of office, filling of vacancies and other features of such directorships shall
be governed by the terms of this Certificate of Incorporation, or the resolution or resolutions
adopted by the Board of Directors pursuant to Section 4.2 of this Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into classes pursuant to
this Article V unless expressly provided by such terms.




ARTICLE VI




CORPORATE OPPORTUNITIES




          Section 6.1. In anticipation of the possibility (a) that the officers and/or directors of the
Corporation may also serve as officers and/or directors of one or more Specified Companies (as
defined below) and (b) that the Corporation and one or more Specified Companies may engage in the
same or similar activities or lines of business and have an interest in the same corporate
opportunities, and in recognition of the benefits to be derived by the Corporation through its
continued contractual, corporate and business relations with each Specified Company, the provisions
of this Article VI are set forth to regulate, to the fullest extent permitted by law, the conduct
of certain affairs of the Corporation as they relate to each Specified Company and its officers and
directors, and the powers, rights, duties and liabilities of the Corporation and its officers,
directors and stockholders in connection therewith.




          Section 6.2. (a) Except as may be otherwise provided in a written agreement between the
Corporation and such Specified Company, each Specified Company shall have no duty to refrain from
engaging in the same or similar activities or lines of business as the Corporation, and, to the
fullest extent permitted by law, neither Specified Company nor any officer or director thereof
(except in the event of any violation of Section 6.3 hereof, to the extent such violation would
create liability under applicable law) shall be liable to the Corporation or its stockholders for
breach of any fiduciary duty by reason of any such activities of such Specified Company.




          (b) The Corporation may from time to time be or become a party to and perform, and may cause
or permit any subsidiary of the Corporation to be or become a party to and perform, one or more
agreements (or modifications or supplements to pre-existing




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agreements) with a Specified Company. Subject to Section 6.3 hereof, to the fullest extent
permitted by law, no such agreement, nor the performance thereof in accordance with its terms by
the Corporation or any of its subsidiaries or such Specified Company, shall be considered contrary
to any fiduciary duty to the Corporation or to its stockholders of any director or officer of the
Corporation who is also a director, officer or employee of such Specified Company. Subject to
Section 6.3 hereof, to the fullest extent permitted by law, no director or officer of the
Corporation who is also a director, officer or employee of a Specified Company shall have or be
under any fiduciary duty to the Corporation or its stockholders to refrain from acting on behalf of
the Corporation or any of its subsidiaries or on behalf of such Specified Company in respect of any
such agreement or performing any such agreement in accordance with its terms.




          Section 6.3. In the event that a director or officer of the Corporation who is also a director
or officer of a Specified Company acquires knowledge of a potential transaction or matter which may
be a corporate opportunity of both the Corporation and such Specified Company, such director or
officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and
fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders
with respect to such corporate opportunity, if such director or officer acts in a manner consistent
with the following policy:





     (a) a corporate opportunity offered to any person who is an officer of the
Corporation, and who is also a director but not an officer of such Specified Company, shall
belong to the Corporation, unless such opportunity is expressly offered to such person in a
capacity other than such person’s capacity as an officer of the Corporation, in which case
it shall not belong to the Corporation;




     (b) a corporate opportunity offered to any person who is a director but not an officer
of the Corporation, and who is also a director or officer of such Specified Company, shall
belong to the Corporation only if such opportunity is expressly offered to such person in
such person’s capacity as a director of the Corporation; and




     (c) a corporate opportunity offered to any person who is an officer of both the
Corporation and such Specified Company shall belong to the Corporation only if such
opportunity is expressly offered to such person in such person’s capacity as an officer of
the Corporation.


Notwithstanding the foregoing, the Corporation shall not be prohibited from pursuing any corporate
opportunity of which the Corporation becomes aware.




          Section 6.4. Any person purchasing or otherwise acquiring any interest in shares of the
capital stock of the Corporation shall be deemed to have notice of and to have consented to the
provisions of this Article VI.




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          Section 6.5. (a) For purposes of this Article VI, a director of any company who is the
chairman of the board of directors of that company shall not be deemed to be an officer of the
company solely by reason of holding such position.




          (b) The term “Corporation” shall mean, for purposes of this Article VI, the Corporation and
all corporations, partnerships, joint ventures, associations and other entities in which the
Corporation beneficially owns (directly or indirectly) fifty percent or more of the outstanding
voting stock, voting power, partnership interests or similar voting interests. The term “Specified
Company” shall mean, for purposes of this Article VI, each of (i) Fidelity National Information
Services, Inc., a Georgia corporation (“FIS”), and any successor thereof, and all corporations,
partnerships, joint ventures, associations and other entities in which it beneficially owns
(directly or indirectly) ten percent or more of the outstanding voting stock, voting power,
partnership interests or similar voting interests (collectively, the “FIS Group”) and (ii) Fidelity
National Financial, Inc., a Delaware corporation (“FNF”) and any successor thereof, and all
corporations, partnerships, joint ventures, associations and other entities in which it
beneficially owns (directly or indirectly) ten percent or more of the outstanding voting stock,
voting power, partnership interests or similar voting interests (collectively, the “FNF Group”).




          Section 6.6. Anything in this Certificate of Incorporation to the contrary notwithstanding,
the foregoing provisions of this Article VI shall terminate, expire and have no further force and
effect (a) with respect to the FIS Group, on the date that no person who is a director or officer
of the Corporation is also a director or officer of FIS or any successor thereto, and (b) with
respect to the FNF Group, on the date that no person who is a director or officer of the
Corporation is also a director or officer of FNF or any successor thereto. Neither the alteration,
amendment, termination, expiration or repeal of this Article VI nor the adoption of any provision
of this Certificate of Incorporation inconsistent with this Article VI shall eliminate or reduce
the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article VI, would accrue or arise, prior to such alteration, amendment,
termination, expiration, repeal or adoption.




ARTICLE VII




REMOVAL OF DIRECTORS




          Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding,
any or all of the directors of the Corporation may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of a majority of the outstanding capital
stock of the Corporation then entitled to vote generally in the election of directors, considered
for purposes of this Article VII as one class.




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ARTICLE VIII




ELECTION OF DIRECTORS




          Elections of directors at an annual or special meeting of stockholders shall be by written
ballot unless the Bylaws of the Corporation shall otherwise provide.




ARTICLE IX




WRITTEN CONSENT OF STOCKHOLDERS




          Any action required or permitted to be taken by stockholders may be effected only at a duly
called annual or special meeting of stockholders and may not be effected by a written consent or
consents by stockholders in lieu of such a meeting.




ARTICLE X




SPECIAL MEETINGS




          Special meetings of the stockholders of the Corporation for any purposes may be called at any
time by a majority vote of the Board of Directors or the Chairman of the Board or Chief Executive
Officer of the Corporation. Except as required by law or provided by resolutions adopted by the
Board of Directors designating the rights, powers and preferences of any Preferred Stock, special
meetings of the stockholders of the Corporation may not be called by any other person or persons.




ARTICLE XI




OFFICERS




          The officers of the Corporation shall be chosen in such manner, shall hold their offices for
such terms and shall carry out such duties as are determined solely by the Board of Directors,
subject to the right of the Board of Directors to remove any officer or officers at any time with
or without cause.




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ARTICLE XII



INDEMNITY




          Section 12.1. No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such exemption from liability or limitation thereof is not permitted under the DGCL as the same
exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further
elimination or limitation of the liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so
amended. Any repeal or modification of this Section 12.1 shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal or modification
with respect to any acts or omissions occurring prior to such repeal or modification.




          Section 12.2. (a) The Corporation shall indemnify its directors and officers to the fullest
extent authorized or permitted by law, as now or hereafter in effect, and such right to
indemnification shall continue as to a person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any director or officer (or
his or her heirs, executors or personal or legal representatives) in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors. The right to indemnification conferred by this Section
12.2 shall include the right to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition upon receipt by the
Corporation of an undertaking by or on behalf of the director or officer receiving advancement to
repay the amount advanced if it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation under this Section 12.2.




          (b) The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Section 12.2 to directors and officers
of the Corporation.




          (c) The rights to indemnification and to the advance of expenses conferred in this Section
12.2 shall not be exclusive of any other right which any person may have or hereafter acquire under
this Certificate of Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.




          (d) Any repeal or modification of this Section 12.2 shall not adversely affect any rights to
indemnification and advancement of expenses of a director or officer of the Corporation




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existing at the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.




ARTICLE XIII




AMENDMENT




          The Corporation reserves the right at any time from time to time to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at any time may be added or inserted, in the manner
now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are granted subject to the
right reserved in this Article XIII. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any series of Preferred Stock required by law,
by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of
Directors designating the rights, powers and preferences of such Preferred Stock, the provisions
set forth in (a) Section 2.2 (except for Section 2.2(a)), Section 2.3, Section 3.1 (except for
Section 3.1(a)) and Article IX of the Bylaws of the Corporation and (b) Articles V, VI, VII, IX, X
and XIII of this Certificate of Incorporation, may not be repealed, altered, amended or rescinded,
in whole or in part, nor a new Certificate of Incorporation be adopted, unless approved by a
majority of the Board of Directors then in office and approved by holders of two-thirds of the
votes entitled to be cast, voting as a single class, by holders of all outstanding capital stock
which by its terms may be voted on all matters submitted to stockholders of the Corporation
generally.




ARTICLE XIV




BUSINESS COMBINATIONS




          The Corporation expressly elects to be governed by Section 203 of the General Corporation Law
of the State of Delaware.




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          IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate
of Incorporation on behalf of the Corporation this 10th day of June, 2008.




	 	 	 	 	 
	 	LENDER PROCESSING SERVICES, INC.

 	 
	 	By:  	/s/
Todd C. Johnson 	 
	 	 	Name:  	Todd C. Johnson  	 
	 	 	Title:  	Executive Vice President, General Counsel and
Corporate Secretary 	 
	 




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