Dated 2008Diligent Board Member Services, Inc. • April 30th, 2008 • Delaware
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”).
PROMISSORY NOTE AND SECURITY AGREEMENTNote 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.
DILIGENT BOARD MEMBER SERVICES, INC. Restricted Stock AgreementDiligent Board Member • 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”).
