Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2021 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2021, between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between PROFESSIONAL DIVERSITY NETWORK, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • April 17th, 2015 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Professional Diversity Network, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE AGREEMENT Dated as of JUNE 30, 2023 by and between PROFESSIONAL DIVERSITY NETWORK, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • June 30th, 2023 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 30, 2023 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Professional Diversity Network, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2017 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated and effective as of the date executed by both parties, below (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and Gary Xiao (“Executive”).
PROFESSIONAL DIVERSITY NETWORK, INC.Registration Rights and Lock-Up Agreement • September 26th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
Reference is made to the Agreement and Plan of Merger, dated as of July 11, 2014 (the “Merger Agreement”), among Professional Diversity Network, Inc., a Delaware corporation (“PDN”), NAPW Merger Sub Inc., a Delaware corporation (“Merger Sub”), and NAPW, Inc., a New York corporation (“NAPW”), pursuant to which all outstanding NAPW Common Shares will be acquired by PDN by means of the merger of NAPW with and into Merger Sub, with the result that NAPW will become a wholly-owned subsidiary of PDN, and NAPW Common Shares will be converted into the right of the undersigned shareholders (the “Shareholders”) to receive an aggregate of 6,318,227 newly-issued shares of PDN Common Stock, subject to adjustment for changes in the number of shares of PDN Common Stock outstanding prior to the Closing Date. All capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.
STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC.Stock Purchase Agreement • September 30th, 2024 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation shall not apply to any such information that (a) is part of the public knowledge or literature or (b) becomes part of the public knowledge or literature (other than by reason of a breach of this provision), (ii) the information contained in this document may constitute “material non-public information” within the meaning of the United States federal securities laws and, accordingly, except as contemplated by this document, the recipient shall not buy, sell or trade the securities of the Company (as defined below) or make recommendations to other person(s) under circumstances in which it is reasonably foreseeable that such person(s) are likely to buy, sell or trade the Company’s securities until the earlier
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2023 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
THIS EMPLOYMENT AGREEMENT (this “‘Agreement”) is dated and effective as of July 18, 2023 (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and Xin (Adam) He (“Executive”).
ContractPurchase Warrant • September 26th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
PROFESSIONAL DIVERSITY NETWORK, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 30th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated and effective as of September 24, 2014, by and between Christopher Wesser (the “Executive”) and Professional Diversity Network, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 14th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July __, 2014 (this “Agreement”), among Professional Diversity Network, Inc., a Delaware corporation (“PDN”), Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PDN (“Merger Sub”), NAPW, Inc., a New York subchapter S-corporation (“NAPW”), and Matthew Proman, in his capacity as the sole shareholder of NAPW (“Proman”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March [__], 2013, and effective as of the Merger Date (defined below) (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and RUDY MARTINEZ (“Executive”).
DIVERSITY RECRUITMENT PARTNERSHIP AGREEMENTDiversity Recruitment Partnership Agreement • January 16th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • New York
This Diversity Recruitment Partnership Agreement (the “Agreement”), dated as of the 6th of November, 2012 (the “Effective Date”), is made by and between Professional Diversity Network, LLC, a Delaware corporation (“PDN”), and LinkedIn Corporation, a Delaware corporation (“LinkedIn”). In this Agreement, PDN and LinkedIn are each sometimes referred to individually as a “Party” and collectively as the “Parties.” In consideration of the mutual promises contained herein, PDN and LinkedIn hereby agree as follows:
STOCK PURCHASE AGREEMENT (Non-U.S. Purchaser) FOR PROFESSIONAL DIVERSITY NETWORK, INC.Stock Purchase Agreement • March 15th, 2023 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
CONFIDENTIAL DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation shall not apply to any such information that (a) is part of the public knowledge or literature or (b) becomes part of the public knowledge or literature (other than by reason of a breach of this provision), (ii) the information contained in this document may constitute “material non-public information” within the meaning of the United States federal securities laws and, accordingly, except as contemplated by this document, the recipient shall not buy, sell or trade the securities of the Company (as defined below) or make recommendations to other person(s) under circumstances in which it is reasonably foreseeable that such person(s) are likely to buy, sell or trade the Company’s securities until the earlier
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2017 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated and effective as of December 22, 2016 (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation, together with its subsidiaries (the “Company”), and MAOJI WANG (“Executive”).
ASSET PURCHASE AGREEMENT AMONG PROFESSIONAL DIVERSITY NETWORK, INC. a Delaware corporation, AND CAREERIMP, INC., a Delaware corporation, AND AYAN KISHORE June 14, 2013Asset Purchase Agreement • March 27th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Illinois
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 14, 2013, by and among CAREERIMP, INC., a Delaware corporation (“Target”), and Ayan Kishore, individually, as a principal stockholder of Target (“Target Stockholder” and, collectively, jointly and severally with Target, “Sellers”), and PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (“Buyer”). Buyer and Sellers are each individually referred to herein as a “Party” and collectively as the “Parties.”
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • September 26th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
LOYAL3 IPO CSOP™ TECHNOLOGY AND SERVICES AGREEMENTTechnology and Services Agreement • January 16th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • California
This IPO CSOP Technology and Services Agreement (the “Agreement”), dated as of December 27, 2012 (the “Effective Date”), is among Professional Diversity Network, LLC, an Illinois limited liability company (including its successor entity as applicable, “Issuer”) with offices located at 150 Wacker Drive, Suite 2360, Chicago, Illinois 60606; and LOYAL3 Labs, Inc. and LOYAL3 Securities, Inc. (respectively “LOYAL3 Labs” and “LOYAL3 Securities”; together “LOYAL3”), respectively, a California and a Massachusetts corporation with offices located at 150 California Street, Suite 400, San Francisco, CA 94111. Reference to “parties,” as appropriate in the context, shall refer to rights and obligations between Issuer and LOYAL3 with regard to each other.
Agreement on Exclusive Technical Support, Consultation and Service, dated as of November 16, 2017 between PDN (China) International Culture Development Co., Ltd. and Jiangxi PDN Culture & Media Co., Ltd.Exclusive Technical Support Agreement • March 30th, 2018 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
Accordingly, through friendly consultation, the two parties have reached the following agreement in line with the principle of equality and mutual benefit:
FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 19th, 2017 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
This First Amendment (“Amendment”) to the Stockholders’ Agreement (as defined below) dated as of January 18, 2017 by and among Professional Diversity Network, Inc., a Delaware corporation (the “Company”), Cosmic Forward Limited, a Republic of Seychelles company (“CFL”), Maoji (Michael) Wang, Jimbo Song, Yong Xiong Zheng and Nan Nan Kou (collectively, the “Buyer Parties”). In accordance with Section 6.6 of the Stockholders’ Agreement, the parties to this Amendment hereby consent, approve and adopt the following amendments. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Stockholders’ Agreement.
CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE OF ALL CLAIMSSettlement Agreement • November 14th, 2016 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Illinois
This Confidential Settlement Agreement and Mutual Release of All Claims (“Agreement”) is entered into by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware Corporation, on behalf of itself and its subsidiaries (collectively, “PDN”), and MATTHEW B. PROMAN (“Proman”). PDN and Proman shall collectively be referred to herein as the “Parties.”
AMENDMENT TO MASTER CREDIT FACILITY AND CONSENT AND WAIVER AGREEMENTMaster Credit Facility and Consent and Waiver Agreement • August 15th, 2016 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Massachusetts
This Amendment to Master Credit Facility and Consent and Waiver Agreement (this “Amendment”) is made as of the 10th day of August, 2016, by and among PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (“PDN”), NAPW, INC., a Delaware corporation and wholly-owned subsidiary of PDN (“NAPW”), NOBLE VOICE LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN (“Noble”), COMPLIANT LEAD LLC, a Delaware limited liability company and a wholly-owned subsidiary of PDN (“Compliant”), and WHITE WINSTON SELECT ASSET FUNDS, LLC, a Delaware limited liability company (“WWSAF” or the “Lender”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Loan Agreement (defined below).
DATED: 27th September 2022 Koala Malta LimitedShareholders’ Agreement • September 30th, 2022 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
GUARANTEE AND INDEMNITYGuarantee and Indemnity • September 30th, 2022 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • England and Wales
SECOND AMENDMENT TO THE ALLIANCE AGREEMENTAlliance Agreement • September 7th, 2012 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
This SECOND AMENDMENT (“Second Amendment”), effective as of April 1, 2009, between Monster, Inc. (“Monster”) and iHispano.com (“iHispano”) amends the Alliance Agreement dated as of December 4, 2007 (the “Original Agreement”), as amended on April 18, 2008 (“(First) Amendment”), between Monster and iHispano (collectively, the Original Agreement together with the (First) Amendment, the “Alliance Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Alliance Agreement. Section references herein, if any, shall refer to Section references in the Alliance Agreement.
ContractEquity Interest Pledge Agreement • March 30th, 2018 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
Equity Interest Pledge Agreement, dated as of February 26, 2018 between PDN (China) International Culture Development Co., Ltd., Maoji (Michael) Wang and Anyong Wu.
QBSG LIMITED PROFESSIONAL DIVERSITY NETWORK, INC KOALA MALTA LIMITED PROFIT PARTICIPATION AGREEMENTProfit Participation Agreement • December 10th, 2024 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMSConfidential Separation Agreement and Mutual Release of All Claims • November 16th, 2015 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • California
This Confidential Separation Agreement and Mutual Release of All Claims (Agreement) is entered into by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware Corporation, on behalf of itself and its subsidiaries (collectively herein PDN), and MATTHEW B. PROMAN, Executive Vice President and Chief Operating Officer of PDN (Executive). PDN and Executive shall collectively be referred to herein as the Parties.
CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENTConfidentiality, Assignment of Inventions, Non-Solicitation and Non-Competition Agreement • July 22nd, 2013 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc.
THIS AGREEMENT, made and entered into this 17th day of July, 2013, by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and DAVID MECKLENBURGER (“Executive”);
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 8th, 2018 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
This Convertible Note Purchase Agreement (this “Agreement”), dated as of November 5, 2018, is entered into among Professional Diversity Network, INC, a Delaware corporation (the “Company”), and GNet Tech Holdings Public Limited Company (the “Purchaser” named on the SCHEDULE OF Purchaser attached hereto (the “Schedule of Purchasers”)).
BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • July 6th, 2016 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Delaware
This Board Representation Agreement (this “Agreement”) is made as of June 30, 2016, between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and White Winston Select Asset Funds, LLC, a Delaware limited liability company (the “Investor”).
CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGERContribution Agreement and Plan of Reorganization and Merger • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • Illinois
CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Agreement”), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC f/k/a iHispano.com, LLC, an Illinois limited liability company (“LLC”), PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (“PDN”), and the holders of outstanding Units (as defined in Section 1.2) who execute this Agreement (or a joinder hereto in the form of Exhibit A) or who otherwise agree to be bound by this Agreement as members (the “Members”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2021 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • Illinois
This Employment Agreement (“Agreement”) is made as of the date executed below, by and between Professional Diversity Network, Inc. (the “Company”) and Larry Aichler, an individual (“Executive”).
AMENDMENT TO THE ALLIANCE AGREEMENTAlliance Agreement • September 7th, 2012 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
This Amendment, dated as of April , 2008, between Monster, Inc. (“Monster”) and iHispano.com, LLC (“iHispano”) amends the Alliance Agreement dated as of December 4, 2007 between Monster and iHispano (“Alliance Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Alliance Agreement. Section references herein, if any, shall refer to Section references in the Alliance Agreement.
ContractPurchase Warrant Agreement • September 26th, 2014 • Professional Diversity Network, Inc. • Services-computer programming, data processing, etc. • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
THIS DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC, an Illinois limited liability company f/k/a iHispano.com, LLC (the “Company”), DANIEL L. LADURINI (“Daniel”), FERDINANDO LADURINI (“Ferdinando”) and JAMES R. KIRSCH (“James,” together with Daniel and Ferdinando, the “Holders” and each a “Holder”).
