INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 13th, 2009 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
DILIGENT BOARD MEMBER SERVICES, INC. Stock Option AgreementStock Option Agreement • November 10th, 2009 • Diligent Board Member Services, Inc. • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2015 • Diligent Corp • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 8, 2015 (the “Effective Date”), is by and between Diligent Corporation, a Delaware corporation (the “Company”) and Michael Stanton (“Executive”). Certain other capitalized terms used herein are defined in Section 7.17 below and throughout this Agreement.
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • March 13th, 2009 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 20th, 2014 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
THIS STOCK OPTION AWARD AGREEMENT (the “Option Award Agreement”) is entered into on the date set forth in Exhibit A (the “Grant Date”) by and between DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation (the “Company”), and [·] (the “Awardee”).
DIRECTOR AND OFFICER INDEMNITY AGREEMENTIndemnification & Liability • August 1st, 2013 • Diligent Board Member Services, Inc. • Services-prepackaged software • Delaware
This agreement is by and between Diligent Board Member Services, Inc., a Delaware corporation (the “Company”), and _____________, a director and/or officer of the Company (the “Indemnitee”).
TRANSITION AGREEMENTTransition Agreement • May 2nd, 2014 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
THIS TRANSITION AGREEMENT (this “Agreement”) is entered into between CARL D. BLANDINO, an individual residing in Westport, CT (“Executive”) and DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation, having its principal executive office at 1385 Broadway, 19th Floor, New York, NY 10018 (“Employer”).
Dated 2008Shareholder Restriction Deed • April 30th, 2008 • Diligent Board Member Services, Inc. • Delaware
TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENTTransition, Separation and General Release Agreement • August 1st, 2013 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
THIS TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into between DONALD MEISNER, an individual residing at 57 Valley Road, Ringwood, NJ 07456 (“Employee”) and DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation, having its principal executive office at 39 West 37th Street, New York, NY 10018 (“Employer”). Employer, together with its past, present and future direct and indirect parent organizations, subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their respective employee benefit plans (and such plans' fiduciaries, agents, administrators and insurers, in their individual and their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collecti
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2011 • Diligent Board Member Services, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated and made effective as of the 12th day of September, 2011 (the “Effective Date”), by and between SPRING STREET PARTNERS, L.P. (“Lender”), and DILIGENT BOARD MEMBER SERVICES, INC. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2009 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
This agreement (“Agreement”) is made as of the 22nd day of June, 2009 (the “Effective Date”) by and between, on the one hand, Diligent Board Member Services, Inc., a Delaware corporation, 39 West 37th Street, New York, New York 10018 (“DBMS,” the “Company,” or “Employer”), and, on the other hand, Steven Ruse, an individual residing at 660 Stonetown Road, Ringwood, NJ 07456 (“Executive”). All references to currency are to US dollars unless otherwise indicated.
PREPAYMENT AND AMENDMENT AGREEMENTPrepayment and Amendment Agreement • March 18th, 2010 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
This Agreement, made as of this 9th day of February, 2010, by and between Diligent Board Member Services, Inc. (“Diligent”) located at 39 West 37th Street, 8th Floor, New York, NY 10018 and Services Share Holding LLC (“LLC”) located at 39 West 37th Street, 8th Floor, New York, NY 10018:
ESCROW AGREEMENTEscrow Agreement • April 30th, 2008 • Diligent Board Member Services, Inc. • Delaware
THIS AGREEMENT, dated as of November 7, 2007, is made by and among UMB Bank, N.A., a national banking association organized and existing under the laws of the United States (the “Escrow Agent”); Diligent Board Member Services, Inc., a Delaware corporation (the “Company”), and Diligent Board Member Services, LLC,a Delaware limited liability company (the “Shareholder”).
AGREEMENTEmployment Agreement • March 22nd, 2011 • Diligent Board Member Services, Inc. • Services-prepackaged software
This agreement (“Agreement”) is made as of the 1st day of January, 2011 by and between Diligent APAC Board Services Pte. Ltd., a Singapore corporation, 5 Shenton Way, #16-00 UIC Building, Singapore 068808 (the “Company”), and Eslinda Hamzah, an individual residing at 101-C Siglap Road, Singapore 455898 (“Executive”).
AMENDMENT TO REPLACEMENT GRANT AGREEMENTReplacement Grant Agreement • December 24th, 2013 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
THIS AMENDMENT TO REPLACEMENT GRANT AGREEMENT (this “Amendment”) is entered into on this 23rd day of December, 2013 by and between ALESSANDRO SODI (“Executive”), and DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation (the “Company”).
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • April 30th, 2008 • Diligent Board Member Services, Inc. • Delaware
FOR VALUE RECEIVED, DILIGENT BOARD MEMBER SERVICES, LLC, a Delaware limited liability company (“Maker”), promises to pay to the order of Diligent Board Member Services, Inc., a Delaware corporation or its successors and assigns (“Holder”), the principal sum of the total of all advances from Holder to Maker on or after October 1, 2007, in an amount not exceeding six million, eight hundred thousand and 00/100 DOLLARS (US$6,800,000.00), together with interest at the rate specified in this Note on the principal amount remaining unpaid hereunder from time to time from the date hereof (the “Note Date”) until payment in full.
AGREEMENT AND PLAN OF MERGER among DIAMOND PARENT HOLDINGS, CORP., DIAMOND MERGER SUB I, CORP., DIAMOND MERGER SUB II, CORP., and DILIGENT CORPORATION Dated as of February 12, 2016Merger Agreement • February 16th, 2016 • Diligent Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2016 (this “Agreement”), among Diamond Parent Holdings, Corp., a Delaware Corporation (“Parent”), Diamond Merger Sub I, Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Merger Sub II (“Merger Sub I”), Diamond Merger Sub II, Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”) and Diligent Corporation, a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • September 10th, 2014 • Diligent Board Member Services, Inc. • Services-prepackaged software
RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • March 16th, 2015 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “RSU Agreement”) is entered into on the date set forth in Exhibit A (the “Grant Date”) by and between DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation (the “Company”), and [·] (the “Awardee”).
CREDIT FACILITY ESTABLISHED BY SPRING STREET PARTNERS, L.P. AS LENDER IN FAVOR OF DILIGENT BOARD MEMBER SERVICES, INC. AS BORROWERCredit Facility Agreement • March 18th, 2010 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
WITNESSES THAT in consideration of the establishment of the Credit Facility by the Lender in favor of the Borrower and for good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2012 • Diligent Board Member Services, Inc. • Services-prepackaged software • England and Wales
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2014 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 20, 2014 (the “Effective Date”), is by and between Diligent Board Member Services, Inc., a Delaware corporation (the “Company”) and Alessandro Sodi (“Executive”). Certain other capitalized terms used herein are defined in Section 8.17 below and throughout this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2011 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
This agreement (“Agreement”) is made as of the 27th day of June, 2011 (the “Effective Date”) by and between, on the one hand, Diligent Board Member Services, Inc., a Delaware corporation, 39 West 37th Street, New York, New York 10018 (“DBMS,” the “Company,” or “Employer”), and, on the other hand, Alessandro Sodi, an individual residing at 176 Eakins Road, Manhasset, New York 11030 (“Executive”). All references to currency are to US dollars unless otherwise indicated.
SUGAR INTERNATIONAL LIMITED SERVICE AGREEMENTService Agreement • February 12th, 2009 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2015 • Diligent Board Member Services, Inc. • Services-prepackaged software • New York
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 31, 2015 (the “Effective Date”), is by and between Diligent Board Member Services, Inc., a Delaware corporation (the “Company”) and Alessandro Sodi (“Executive”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Employment Agreement (as defined below).
DILIGENT BOARD MEMBER SERVICES, INC. Restricted Stock AgreementRestricted Stock Agreement • April 30th, 2008 • Diligent Board Member Services, Inc. • Delaware
The Company seeks to provide a means by which the Company, through the grant of the Shares to the Grantee, may retain the Grantee's services and motivate the Grantee to exert his or her best efforts on behalf of the Company and any Affiliate;
CONTRIBUTION AGREEMENTContribution Agreement • April 30th, 2008 • Diligent Board Member Services, Inc. • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of October 1, 2007 (the “Effective Date”) is entered into by and between DILIGENT BOARD MEMBER SERVICES, INC., a Delaware corporation (the “Corporation”), and DILIGENT BOARD MEMBER SERVICES, LLC, a Delaware limited liability Corporation (the “LLC”).
