UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
FORM 20-F/A
(Amendment No. 2)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| 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. |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ___________ |
OR
| ¨ | 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: ________________ |
Commission file number: 001-34149
DJSP Enterprises, Inc.
________________________________
(Exact name of the Registrant as specified in its charter)
British Virgin Islands
_____________________________
(Jurisdiction of incorporation or organization)
900 South Pine Island Road, Suite 400
Plantation, Florida 33324
___________________________
(Address of principal executive offices)
Kumar Gursahaney; Tel: (954) 233-8000 ext. 2024; Fax: (954) 233-8570
900 South Pine Island Road, Suite 400; Plantation, Florida 33324
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of each exchange on which registered |
UNITS, EACH CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT | The NASDAQ Stock Market LLC |
| ORDINARY SHARES | The NASDAQ Stock Market LLC |
WARRANTS TO PURCHASE ONE ORDINARY SHARE | The NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2009): 9,166,666 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes | x No |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes | x No |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
xYes | o No |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
oYes | o No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
o Large Accelerated filer | o Accelerated filer | x Non-accelerated filer |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
2
x US GAAP | o International Financial Reporting Standards as issued by the International Accounting Standards Board | o Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17 | o Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes | x No |
3
EXPLANATORY NOTE
This Amendment No. 2 on Form 20-F/A (the “Amendment”) amends the annual report of DJSP Enterprises, Inc. on Form 20-F for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (“SEC”) on April 2, 2010 and amended by Amendment No. 1 on Form 20-F/A filed with the SEC on April 26, 2010 (as amended by Amendment No. 1, the “Annual Report”). The purpose of this Amendment is to respond to file with the SEC the Services Agreement and an Amendment to the Services Agreement.
Other than as expressly set forth herein, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other Item of the Annual Report, or reflect any events that have occurred after the Annual Report was filed. The filing of this Form 20-F/A shall not be deemed an admission that the Annual Report, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Any forward-looking statements included in this 20-F/A represent management’s view as of the filing date of the original 20-F. Such forward looking statements include statements about events and projections after the date of the filing of the original 20-F and are identified by words such as words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or other words that convey uncertainty of future events or outcomes. Such forward-looking statements should not be assumed to be accurate as of any future date, including the date hereof. Accordingly, this 20-F/A should be read in conjunction with the “Risk Factors” and the other statements contained in the original 20-F and the Company’s other filings made with the SEC subsequent to the filing date of the original 20-F.
4
TABLE OF CONTENTS
| PART I | PAGE | |
| ITEM 19 | EXHIBITS | |
| SIGNATURES |
5
Exhibit No. | 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). |
6
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). |
7
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). |
8
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). |
9
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). |
10
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). |
11
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 CFR 240.15d-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. |
The Company will furnish, upon request, other long-term debt instruments, under which the total amount of securities authorized does not exceed 10% of the Company’s assets.
12
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| DJSP ENTERPRISES, INC. | |||
| By: | /s/ Kumar Gursahaney | ||
| Name: Kumar Gursahaney | |||
| Title: Chief Financial Officer | |||
| Date: June 24, 2010 | |||
13
EXHIBIT INDEX
Exhibit No. | 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). |
14
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). |
15
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). |
16
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). |
17
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). |
18
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). |
19
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 CFR 240.15d-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. |
The Company will furnish, upon request, other long-term debt instruments, under which the total amount of securities authorized does not exceed 10% of the Company’s assets.