AGREEMENT AND PLAN OF MERGERMerger Agreement • July 14th, 2014 • Ladurini Daniel • 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”).
VOTING AGREEMENTVoting Agreement • July 14th, 2014 • Ladurini Daniel • Services-computer programming, data processing, etc. • Delaware
VOTING AGREEMENT, dated as of July 11, 2014, by and between NAPW, inc., a New York corporation ("NAPW"), and those stockholders of Professional Diversity Network, Inc., a Delaware corporation ("PDN"), whose signatures appear on the signature pages hereof (each a "PDN Holder" and collectively the "PDN Holders").
JOINT FILING AGREEMENTJoint Filing Agreement • July 14th, 2014 • Ladurini Daniel • Services-computer programming, data processing, etc.
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
