Unassociated Document


    Exhibit
10.5.3

     

    LIMITED
PLEDGE OF COLLATERAL FOR LOAN

     

    


    Corcoran
Consulting, LLC, 11500 Northlake Drive, Suite 100, Cincinnati, Ohio 45249
(“Pledger”), hereby pledges (the “Pledge”) to Diligent Board Member Services,
Inc., a Delaware corporation (“DBMS Inc.”), eight hundred ninety-two thousand,
five hundred (892,500) DBMS, Inc. voting common shares, par value US $0.001,
owned by Pledger, including all dividends and distributions payable with respect
thereto (collectively, the “Pledger’s Shares”), as additional collateral for
DBMS Inc.’s loan to Services Share Holding, LLC (“SSH,” formerly known as
Diligent Board Member Services, 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 and having DBMS Inc.
as holder and payee (the “Note”).

    


    Except as
otherwise set forth in this Pledge, the pledge of shares set forth herein shall
be on the same terms and conditions as the pledge of other DBMS Inc. shares
against the Note in accordance with that Limited Pledge of Collateral for Loan
dated February 18, 2008 and delivered by SSH to DBMS Inc., and as supplemented
and amended by that certain agreement of SSH to cause additional DBMS Inc.
shares to be pledged against the Note, set forth in a letter from SSH to DBMS
Inc. dated November 20, 2008.  Such February 18, 2008 pledge and
November 20, 2008 letter are attached hereto as Exhibit A and shall be
collectively referred to hereinafter as the “SSH Pledge.”

    


    Notwithstanding
anything to the contrary in the SSH Pledge, the Pledger’s Shares shall enjoy
certain priorities over the shares subject to the SSH Pledge, as
follows:

    


    1.           Other
constituent members of SSH [both direct members of SSH and members of SSH member
North American Financial Partners, LLC (“NACP,” formerly, Diligent Partners,
LLC)] have agreed to contribute DBMS Inc. shares held by them to SSH so that SSH
can pledge such shares against the Note.  One or more constituent
members of SSH, However – including the Pledger – prefer to retain their shares
and pledge them directly to DBMS Inc. against the Note.  All shares so
pledged directly to DBMS Inc. against the Note by constituent members of SSH
(other than NAFP) shall be referred to hereinafter as the “Direct Pledge
Shares.”

    


    
      	
              2.

            	
              For
      purposes of determining

            


    

    


    
      	
               
      

            	
              (a)

            	
              which
      shares to release from pledges against the Note,
  and

            


    

    
      	
               
      

            	
              (b)

            	
              which
      shares shall be taken first to satisfy sums payable under the
      Note,

            


    

    


    all
Direct Pledge Shares shall be treated at parity with one another and in priority
over the shares subject to the SSH Pledge, as set forth herein.

    


    2.1           In
the event DBMS Inc. releases any DBMS Inc. shares from any pledge against the
Note, the first shares so released shall be Direct Pledge Shares, and a portion
of Pledger’s Shares shall be released ratably with the same proportion of all
other Direct Pledge Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Limited
      Pledge of Collateral for Loan

              	
                Page
      2 of 2

              


      

    

     

    2.2           In
the vent DBMS Inc. exercises its rights in, and takes possession or control of
or disposes of (collectively, “takes”), any DBMS Inc. shares pledged against the
Note, the first shares that DBMS Inc. takes shall be the shares subject to the
SSH Pledge.  DBMS Inc. shall take Direct Pledge Shares only after it
has taken all the shares subject to the SSH Pledge.  In the event DBMS
Inc. takes any Direct Pledge Shares, Pledger shall suffer the taking
of  Pledger’s Shares ratably with the other pledges of Direct Pledge
Shares.

    


    2.3           Upon
request by Pledger from time to time, DBMS Inc. shall promptly provide Pledger a
report showing all activity of release and taking of SSH Pledge shares and
Direct Pledge Shares, including Pledger’s Shares.

    


    3.           Consistently
with section 6 of the February 18, 2008 pledge, prior to default under the Note
(and thereafter upon cure of any default), (a) Pledger shall retain all voting
rights of the Pledged Shares, and (b) Pledger shall have the right from time to
time to sell any or all shares of the Pledger’s Shares and tender to DBMS Inc.
the entire proceeds of the sale against the balance of the Note, and the amount
so tendered shall be applied against the balance of the Note.

    


    4.           This
pledge shall be binding upon Pledger and its successors and shall inure to the
benefit of DBMS Inc. and its successors, transferees and
assigns.  This pledge is made and executed under and shall e governed
by the internal laws of the State of Delaware.

    


    IN
WITNESS WHEREOF, Pledger and DBMS Inc. have caused this pledge to be executed by
their respective duly authorized representatives.

     

    Corcoran
Consulting, LLC

     

    
      	
              By: 

            	
              /s/ Daniel
      Kiley                                                      

            


    

    Daniel C. Kiley, Manager

    


    
      	
              Date:

            	
              11/24/08

            


    

    


    


    The
undersigned consents to the priority provisions of section 2 and its
subsections, above.

    


    Services Share Holding, LLC



    


    
      	
              By:

            	
              /s/ Brian
      Henry                                           

            


    

    Brian Henry, CEO

    


    
      	
              Date:

            	
               January
      14, 2009