Exhibit 10.5.2
ADDENDUM TO LIMITED PLEDGE OF
COLLATERAL FOR LOAN
Services
Share Holdings, LLC, f/k/a Diligent Board Member Services,
LLC, a Delaware limited
liability company ( “SSH LLC” ), hereby pledges
to Diligent Board Member Services, Inc. , a Delaware
corporation ( “DBMS Inc.” ), ten million, six
hundred seven thousand, five hundred (10,607,500) DBMS Inc. voting
common shares , par value US $0.001, owned by SSH LLC,
including all dividends and distributions payable with respect
thereto (collectively, the “January 2009
Collateral” ), as additional collateral for DBMS
Inc.’s loan to SSH LLC in a principal amount up to six
million, eight hundred thousand US dollars (US $6,800,000.00)
evidenced by that certain promissory note executed effective
October 1, 2007 by SSH LLC and having DBMS Inc. as holder and payee
(the “Note” ).
RECITALS
A. SSH
LLC delivered to DBMS Inc. a Limited Pledge of Collateral for Loan
(referred to hereinafter as the “SSH Pledge” )
on or about February 18, 2008. The SSH Pledge effected a
pledge to the Note of 13,500,000 DBMS Inc. common shares (referred
to in the SSH Pledge as “Additional
Collateral”).
B. DBMS
Inc. has again requested additional security for the SSH
LLC’s obligations under the Note, and SSH LLC hereby accedes
to such request. This instrument (the
“Addendum”) amends the SSH Pledge and supersedes the
SSH Pledge to the limited extent that the Addendum is inconsistent
with the SSH Pledge. Capitalized terms not defined
herein have the same meaning as in the SSH Pledge.
C. Effective
January 14, 2009, Corcoran Consulting, LLC (“Corcoran”)
pledged 892,500 DBMS Inc. common shares against the Note, all on
term
