0001193125-09-060898 Sample Contracts

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 23rd, 2009 • Spring Street Partners Lp • Services-prepackaged software • New York

THIS INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 9th day of March, 2009, by and among Diligent Board Member Services, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any additional purchaser of Series A Preferred Stock that becomes a party to this Agreement in accordance with Section 5.9 hereof.

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • March 23rd, 2009 • Spring Street Partners Lp • Services-prepackaged software • New York

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 13th day of February, 2009, by and among Diligent Board Member Services, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • March 23rd, 2009 • Spring Street Partners Lp • Services-prepackaged software

Each of the undersigned hereby agrees to file jointly the Schedule 13D to which this joint filing agreement is attached, and any amendments to the Schedule 13D (collectively, as so amended, the “Schedule 13D”) with respect to the Common Stock of Diligent Board Member Services, Inc. which may be deemed necessary, pursuant to the Exchange Act.

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