Exhibit
10.1


 





 



 


SHARE
PURCHASE AGREEMENT


 







 



 


PROFESSIONAL
DIVERSITY NETWORK, INC.


 


and


 


KOALA
MALTA LIMITED


 




    	 



    	 



    

 


THIS
SHARE PURCHASE AGREEMENT IS ENTERED INTO ON THIS 27th DAY OF SEPTEMBER OF THE YEAR 2022:


 


BY
AND BETWEEN:


 


	(1)	 	Professional
                                            Diversity Network, Inc., a public company listed in the NASDAQ market (trading symbol:
                                            IPDN) incorporated under the laws of the State of Delaware with company tax number 80- 0900177
                                            and having its principal executive office situated at 55 East Monroe Street, Suite 2120,
                                            Chicago, Illinois 60603, USA, represented hereon by its Chief Executive Officer, Mr Xin (Adam)
                                            He (hereinafter referred to as the ‘Purchaser’);



 


AND


 


	(2)	 	Koala
                                            Malta Limited, a private limited liability company registered under the laws of Malta
                                            with company registration number C 94406 and having its registered office situated at Dragonara
                                            Business Centre, 5th Floor, Dragonara Road, St Julian’s STJ 3141, Malta, represented
                                            hereon by Mr Mingrui Xu (hereinafter referred to as the ‘Seller’);



 


(the
Purchaser and the Seller are hereinafter jointly referred to as the ‘Parties’ and individually as each ‘Party’)


 


PREAMBLES


 


	A.	WHEREAS
                                            at the Closing Date: The Company has an authorised share capital of seven hundred and
                                            thirty thousand Euro (€730,000) and an issued share capital of seven hundred and thirty
                                            thousand Euro (€730,000) divided into seven hundred and thirty thousand (730,000) Ordinary
                                            shares having a nominal value of one Euro (€1) each, all of which are subscribed and
                                            fully paid up by the Seller;
	 	 
	B.	WHEREAS
                                            The Company is licensed as a Virtual Financial Assets Service Provider by the MFSA in
                                            terms of the VFA Licence and the VFA Act;
	 	 
	C.	WHEREAS
                                            the Purchaser is desirous to purchase and acquire from the Seller, which is interested
                                            to sell and transfer to the Purchaser, sixty-five thousand, seven hundred (65,700) Ordinary
                                            shares (the ‘Shares’) in issue in the capital of the Company, equivalent
                                            to nine percent (9%) of the total issued share capital of the Company (the ‘Transaction’);
	 	 
	D.	WHEREAS
                                            on the Closing Date the Seller shall procure that Alan Tak Wai Yau shall provide the
                                            Purchaser with a share charge over 15% of the issued share capital of Koala Capital Limited
                                            (07886666) (“Koala Capital”)(the ‘Share Charge) and that
                                            Koala Capital shall provide the Purchaser with a guarantee and indemnity (the “Guarantee”),
                                            which Share Charge and Guarantee shall be granted by way of security for a number of obligations
                                            as set out therein;
	 	 
	E.	WHEREAS
                                            forthwith following the Closing Date (as defined below), the Parties shall procure the
                                            notification by the Company to the MFSA of the Transaction and the provision by the Company
                                            of any additional information as the MFSA may require on the Transaction (as defined below);
	 	 
	F.	WHEREAS
                                            the Purchaser shall, subject to the terms and conditions set out in this Agreement, purchase
                                            the Shares from the Seller for a total consideration equivalent to the Purchase Price;
	 	 
	G.	WHEREAS
                                            with a view to record their respective rights and obligations in respect of the Transaction,
                                            the Parties wish to enter into this Agreement.



 




    	Page 2 of 18



    	 



    

 


IT
IS THEREFORE HEREBY AGREED AS FOLLOWS:


 


	1.	DEFINITIONS
                                            AND INTERPRETATION



 


	1.1.	Definitions



 


Unless
the context requires otherwise, in this Agreement (including in the preamble), the following words and expressions shall have the following
meaning:


 


‘Affiliate’
means, in relation to any person, (A) any other person controlled by such person or (B) any other person controlling such person
alone or jointly with one or more other person. For the purposes of this definition, ‘control’ means the power of a person
to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power) that
the affairs of such other person are conducted in accordance with his or its wishes, and ‘controlled’ and ‘controlling’
shall be construed accordingly;


 


‘Agreement’
means this share purchase agreement;


 


‘Applicable
Law’ means any law, statute, order, decree, edict, decision, licence, ordinance, permit, consent, approval, guidelines, agreement
or regulation of any governmental body having jurisdiction over the matter or Person in question, or other legislative or administrative
action or authorisation of a governmental body, or a final, binding or executory decree, injunction, judgment or order of a court that
affects the matter or Person in question;


 


‘Business’
means the business of the Company in terms of its business plan and its business activities carried on from time to time in accordance
with the Company’s objects in terms of its memorandum of association;


 


‘Business
Day’ means any day (other than a Saturday or Sunday or public holiday) when banks in Malta are open for normal business;


 


‘Closing
Date’ means the date of this Agreement as hereinbefore set forth;


 


‘Companies
Act’ means Chapter 386 of the Laws of Malta;


 


‘Company’
means Koala Crypto Limited, a private limited liability company registered under the laws of Malta with company registration number
C 97348 and having its registered office situated at Dragonara Business Centre, 5th Floor, Dragonara Road, St Julian’s STJ 3141,
Malta;


 


‘Consideration
Shares’ means such number of common shares in the capital of the Purchaser as determined in terms of Clause 3.2 of this Agreement,
credited as fully paid, to be allotted and issued in favour of the Seller pursuant to Clause 3.1 in consideration for the sale of the
Shares in terms of this Agreement;


 


‘Encumbrance’
means any hypothec, privilege, mortgage, pledge, lien, charge, option, easement, right of pre- emption, right of retention of title
or any other form of security interest, collateral arrangement or any other form of burden or restriction of whatsoever nature, or any
obligation (including any conditional obligation) to create any of the same;


 




    	Page 3 of 18



    	 



    

 


‘FIAU’
means the Financial Intelligence Analysis Unit, as established in terms of the Prevention of Money Laundering Act (Chapter 372 of
the laws of Malta);


 


‘Guarantee’
has the meaning assigned to it in Preamble D;


 


‘IFRS’
means International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the International
Financial Reporting Standards Interpretations Committee as adopted by the European Union;


 


‘Intellectual
Property Rights’ means trademarks, service marks, trade names, domain names, logos, patents, design rights, copyrights database
rights and all other similar rights in any part of the world, including know-how, trade secrets and all other similar rights and where
those rights are obtained or enhanced by registration, any registration of those rights and applications and rights to apply for those
registration;


 


‘MFSA’
means the Malta Financial Services Authority as established by the Malta Financial Services Authority Act, Chapter 330 of the Laws
of Malta;


 


‘Purchase
Price’ has the meaning assigned to it in Clause 3.1 of this Agreement;


 


‘Registrar’
means the person appointed as the Registrar of Companies in Malta pursuant to the Companies Act;


 


‘Securities
Act’ means the United States Securities Act of 1933, as amended;


 


‘Share
Charge’ has the meaning assigned to it in Preamble D;


 


‘Shares’
has the meaning assigned to it in Preamble ‘C’;


 


‘Tax’
or ‘Taxation’ means all forms of local and national taxes, duties, levies, social security contributions or other imposts
or withholdings imposed by or payable to any Tax Authority including penalties, additions, interest, costs and expenses relating to such
taxes, duties, levies, social security contributions or other imposts or withholdings;


 


‘Tax
Authority’ means any local or national authority in or outside Malta having the power to impose or collect Tax;


 


‘Transaction’
has the meaning assigned to it in Preamble ‘C’;


 


‘VFA
Act’ means the Virtual Financial Assets Act, Chapter 590 of the Laws of Malta;


 


‘VFA
Licence’ means the ‘Class 4 Virtual Financial Assets Licence’ issued by the MFSA in favour of the Company on the
3rd December 2020;


 


‘Warranties’
means, collectively, all of the warranties provided by the Parties to each other in terms of Clause 5.


 




    	Page 4 of 18



    	 



    

 


	1.1.	Interpretation



 


Unless
the context of this Agreement requires otherwise, the following rules of interpretation shall apply to this Agreement:


 


		(a)	any
                                            reference to ‘writing’ or ‘written’ shall mean any method of reproducing
                                            words in a legible and non-transitory form; and any reference to a document in the ‘agreed
                                            form’ is a reference to a document in a form approved and for the purposes of identification
                                            signed by or on behalf of the Parties;



 


		(b)	the
                                            rule known as the ejusdem generis rule shall not apply and accordingly:



 


		(i)	general
                                            words introduced by the word ‘other’ shall not be given a restrictive meaning
                                            by reason of the fact that they are preceded by words indicating a particular class of acts,
                                            matters or things; and
		(ii)	any
                                            phrase introduced by the words ‘include’, ‘including’ or ‘in
                                            particular’ or any similar words or expression shall be construed as illustrative and
                                            shall not be given a restrictive meaning by reason of the fact that they are followed by
                                            particular examples intended to be embraced by the general words;



 


		(c)	unless
                                            the context otherwise requires, words denoting the singular shall include the plural and
                                            vice versa, references to any gender shall include the other gender;



 


		(d)	references
                                            to any agreement, instrument, contract or other document shall include any amendment and
                                            restatement, supplement, novation or other modification thereto (other than in breach of
                                            the provisions of this Agreement) at any time (except as otherwise expressly provided);
	 	 	 



		(e)	references
                                            to the preamble, recitals, schedules and clauses are to the preamble, recitals, schedules
                                            to and clauses of this Agreement unless otherwise specified;



 


		(f)	references
                                            to any statute, statutory provision, directive or treaty include a reference to that statute,
                                            statutory provision, directive or treaty, as amended, extended, consolidated or replaced
                                            from time to time (whether before or after the date of this Agreement) and include any order,
                                            regulation, instrument or other subordinate legislation made under the relevant statute,
                                            statutory provision, directive or treaty;



 


		(g)	whenever
                                            this Agreement refers to a number of days, such number shall refer to calendar days unless
                                            Business Days are specified.



 


	1.2.	Schedules,
                                            Annexes and Headings



 


	 	The
                                            schedules, annexes and other documents attached hereto shall be construed as forming part
                                            of this Agreement and shall have the same force and effect as if set out in the body of this
                                            Agreement and references to this Agreement include the schedules, headings and annexes. The
                                            headings are inserted for convenience only and shall not affect the construction of this
                                            Agreement.






 




    	Page 5 of 18



    	 



    

 


	1.3.	Other
                                            Matters



 


		(a)	Subject
                                            to the Applicable Law and unless otherwise specified in this Agreement, where there are references
                                            in this Agreement to matters requiring the consent, approval, resolution or agreement of
                                            the shareholders or the board, such consent, approval or agreement is to be given in accordance
                                            with the memorandum and articles of association of the Company and this Agreement.
	 	 	 
		(b)	In
                                            this Agreement any obligation (if any) of a shareholder to procure that the Company does
                                            or does not undertake or perform any action shall require that shareholder only to exercise
                                            its voting rights and other rights and powers of control as are from time to time available
                                            to it in relation to the Company (including under and subject to this Agreement and the memorandum
                                            and articles of association).



 


	2.	TRANSFER



 


	2.1.	Pursuant
                                            and subject to the terms and conditions set forth in this Agreement (including, without limitation
                                            and where applicable, the Conditions Precedent), the Seller hereby sells and transfers to
                                            the Purchaser, which hereby accepts, purchases and takes delivery of the Shares with full
                                            title transfer guarantee and free from Encumbrances.
	 	 
	2.2.	The
                                            sale and purchase of the Shares shall include all rights and benefits pertaining to the Shares,
                                            including the right to any dividends pertaining to such Shares, with effect from the Closing
                                            Date. All benefits and risk (including, without limitation, economic risk and force majeure
                                            risk) associated with the Shares shall pass from the Seller to the Purchaser with effect
                                            as of the Closing Date.



 


	3.	CONSIDERATION



 


	3.1.	In
                                            consideration for the acquisition of the Shares by the Purchaser from the Seller, the Purchaser
                                            shall pay to the Seller the amount of one million, three hundred and fifty thousand United
                                            States Dollars (US$1,350,000) (the ‘Purchase Price’), which shall be payable
                                            and satisfied on and as of the Closing Date by means of the issuance and allotment of the
                                            Consideration Shares by the Purchaser in favour of the Seller.



 


	3.2.	For
                                            the purposes of Clause 3.1, the Consideration Shares shall be a number of shares of Purchaser
                                            common stock equal to 1,726,784 shares, which number has been calculated by dividing the
                                            Purchase Price by the twenty (20) trading-day volume weighted average price of the common
                                            stock of the Purchaser as reported on the Nasdaq Stock Market immediately prior to the date
                                            of this Agreement, and excluding any fractional shares.



 


	3.3.	By
                                            not later than 30 calendar days from the Closing Date, the Seller shall also procure that
                                            Koala Capital refunds to the Purchaser the amount of three hundred and fifty thousand United
                                            States Dollars (US$350,000) in immediately available funds to a bank account to be specified
                                            by the Purchaser, by way of refund of the amount which was previously paid by the Purchaser
                                            to Koala Capital(the “Refunded Deposit”).



 




    	Page 6 of 18



    	 



    

 


	3.4.	In
                                            connection with the Consideration Shares, the Purchaser hereby acknowledges and agrees to
                                            the following:



 


 (a) Each certificate representing Consideration Shares issued to the Seller shall be stamped or otherwise imprinted with a legend in substantially the following form:




 


		i.	“The
                                            shares of Common Stock represented by this certificate have not been registered under the
                                            U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other
                                            securities laws. No transfer of the shares represented by this certificate shall be valid
                                            or effective unless (a) such transfer is made pursuant to an effective registration statement
                                            under the Securities Act and in compliance with any applicable securities laws, or (b) the
                                            Holder shall deliver to the Company an opinion of counsel in form and substance reasonably
                                            acceptable to the Company that such proposed transfer is exempt from the registration requirements
                                            of the Securities Act and of any applicable securities laws, whether pursuant to the provisions
                                            of Regulation S promulgated under the Securities Act or otherwise. Hedging transactions involving
                                            shares of the Common Stock of the Company are prohibited, unless such transactions are conducted
                                            in compliance with the Securities Act.”



 


(b)
The Seller will not resell any of the Consideration Shares except (i) in accordance with the provisions of Regulation S, (ii) pursuant
to registration under the Securities Act, or (iii) pursuant to an available exemption from registration.


 





(c)
The Seller will not engage in hedging transactions with regard to the Consideration Shares unless such transactions are conducted in
compliance with the Securities Act.





 


	4.	CLOSING






 


	4.1.	Subject
                                            to the terms and conditions of this Agreement, on the Closing Date:



 


		4.1.1	each
                                            Party shall deliver to the other Party a copy of the resolutions of its board of directors
                                            approving Closing and the execution and delivery of each of the documents to be delivered
                                            at Closing;
	 	 	 
		4.1.2	the
                                            Seller shall deliver to the Purchaser a copy of the resolution of the board of directors
                                            of the Company unconditionally and unequivocally approving the Transaction and the purchase
                                            of the Shares by the Purchaser in accordance with the terms of article 19 of the articles
                                            of association of the Company;
	 	 	 
		4.1.3	the
                                            Purchaser shall issue, as of the Closing Date, the Consideration Shares in favour of the
                                            Seller in accordance with the terms of this Agreement;
	 	 	 
		4.1.4	the
                                            Seller shall procure the submission, to the Registrar, of the statutory Form T, Form BO2
                                            and the short form share transfer agreement (substantially as per the attached drafts marked
                                            as annexes A, B and C respectively) in respect of the transfer of the Shares, together with
                                            the statutory Form I(1) in connection with the Company ceasing to be a single member company
                                            (substantially as per the attached draft marked as annex D);
	 	 	 
		4.1.5	each
                                            Party and the Company shall execute the shareholders’ agreement substantially as per
                                            the attached draft marked as annex E;
	 	 	 
	 	4.1.6	the
                                            Purchaser and Alan Tak Wai Yau shall execute the Share Charge substantially as per the attached
                                            draft marked as annex F, and the Seller shall procure such execution by Alan Tak Wai Yau,
                                            and the Purchaser and Koala Capital shall execute the Guarantee substantially as per the
                                            attached draft marked as annex G, and the Seller shall procure such execution by Koala Capital.



 




    	Page 7 of 18



    	 



    

 


	4.2.	Forthwith
                                            following the Closing Date, the Parties shall procure the notification by the Company to
                                            the MFSA of the Transaction and the provision by the Company of any additional information
                                            as the MFSA may require on the Transaction.
	 	 
	4.3.	By
                                            not later than 30 calendar days from the Closing Date, the Seller shall procure that the
                                            Purchaser is provided with irrevocable and unconditional bank instructions for the transfer
                                            of the Refunded Deposit to the bank account indicated by the Purchaser.



 


	5.	INDEMNIFICATION
                                            AND WARRANTIES
	 	 
	5.1.	Each
                                            Party mutually warrants and represents to the other that, as at the Closing Date:



 


		5.1.1.	It
                                            has the legal right and full power to execute and deliver, and to exercise all rights and
                                            to perform all obligations arising under this Agreement;
	 	 	 
	 	5.1.2	This
                                            Agreement and all other documents which are to be executed by it in terms hereof shall, when
                                            executed, create legal, valid and binding obligations enforceable in accordance with their
                                            terms; and
	 	 	 
		5.1.2.	All
                                            corporate actions required to validly and duly authorise the execution and delivery of, and
                                            the exercise of any rights and the performance of any obligations arising under this Agreement,
                                            has been duly taken.



 


	5.2.	Each
                                            Party respectively represents and warrants to the other that it has full power and authority
                                            to enter into this Agreement and, where relevant, to carry out its obligations thereunder,
                                            and that this Agreement has been duly executed by such Party and constitutes valid and binding
                                            obligations of such Party enforceable in accordance with its terms and conditions.
	 	 
	5.3.	Each
                                            Warranty is to be construed independently and (except where this Agreement provides otherwise)
                                            is not limited by a provision of this Agreement or another Warranty. The Warranties made
                                            by the Company and the Seller shall be given on the Closing Date.



 


	5.4.	The
                                            Seller hereby further warrants and represents that:



 


	 	5.4.1	Capacity
                                            and authority of the Seller and the Company



 


		a.	The
                                            Seller and the Company are duly registered, incorporated, validly existing and in good standing
                                            under the Applicable Law and have all corporate powers required to carry on their business
                                            as presently conducted;
	 	 	 
		b.	None
                                            of the Seller or the Company are, or have agreed to become, a member of any partnership,
                                            joint venture, consortium or other unincorporated association;
	 	 	 
		c.	All
                                            corporate and other actions required to be taken by the Seller and the Company to authorise
                                            the execution of this Agreement and the performance of Seller’s obligations under this
                                            Agreement have been duly taken;
	 	 	 
		d.	This
                                            Agreement has been duly executed on behalf of the Seller and constitutes legal, valid and
                                            binding obligations of the Seller, enforceable in accordance with its terms;
	 	 	 
	 	e.	The
                                            execution and performance of this Agreement do not conflict with or result in a breach of
                                            any provision of the articles of association or similar documents of the Seller or the Company
                                            or any agreement or instrument to which the Seller or the Company is a party nor with any
                                            provision of any Applicable Law. There are no rights, privileges or advantages presently
                                            enjoyed by the Company which might be lost as a result of the consummation of the transactions
                                            contemplated under this Agreement;






 




    	Page 8 of 18



    	 



    


 


	 	f.	No approval, consent, licence or notice to any regulatory or governmental body must be obtained or made by the Seller in connection with
the execution and performance by the Seller of this Agreement, other than the notification to the MFSA referred to in Clause 4.2 of this
Agreement;
	 	 	 
		g.	All
                                            records which are required to be kept by the Company have been properly kept in all material
                                            respects, are located at its registered office and are materially in compliance with all
                                            Applicable Law;
	 	 	 
		h.	Neither
                                            the Seller nor the Company is insolvent or bankrupt under the laws of Malta, unable to pay
                                            its debts as they fall due or has proposed or is liable to any arrangement (whether by court
                                            process or otherwise) under which its creditors (or any group of them) would receive less
                                            than the amounts due to it. No actions, requests or proposal has been taken or made and no
                                            resolution has been adopted for the dissolution, liquidation, merger, de-merger or other
                                            reorganisation of the Seller or the Company nor do any circumstances exist which may result
                                            in any such event. Neither the Seller nor the Company has been declared bankrupt, insolvent
                                            or granted any suspension of payments;
	 	 	 
		i.	No
                                            shareholders’ resolutions have been taken with respect to the Company that have not
                                            yet been fully implemented.
	 	 	 
		j.	All
                                            actions taken by or on behalf of, or purported to be taken by or on behalf of, the Company
                                            have been taken with all due authorisation and approvals of the Company and have been ratified
                                            accordingly.



 


		5.4.2	Shares



 


		a.	The
                                            Shares shall represent nine percent (9%) of the entire issued share capital of the Company
                                            as at the Closing Date;
		b.	The
                                            Shares shall be legally and validly issued and fully paid up, the Purchaser shall hold unlimited
                                            and unconditional title to the Shares, and its rights with respect to such Shares shall not
                                            be subject to reduction, rescission or any type of nullification;
		c.	The
                                            Shares shall be free of any Encumbrances and any other third-party rights or attachments,
                                            and there shall not be any options, preferential rights or other rights pursuant to which
                                            any person is entitled to demand transfer on one or more of the Shares or issue of additional
                                            shares in the Company;
		d.	The
                                            Purchaser shall be authorised to transfer the Shares, subject to any restrictions imposed
                                            by the memorandum and articles of association of the Company and Applicable Law;
		e.	No
                                            depositary receipts have been issued with respect to the Shares, nor do any third parties
                                            have any other type of beneficial interest in one or more of the Shares.



 


		5.4.3.	Financial
                                            matters



 


		a.	The
                                            Company has duly completed relevant formal filing obligations arising from Applicable Law;
		b.	The
                                            Company has prepared all statutory books required to be kept by it in terms of Applicable
                                            Law and the IFRS. The administration and bookkeeping of the Company are accurate and complete,
                                            has been maintained properly and is capable of providing adequate detailed information as
                                            to the Company’s financial position, assets and result of operations at any time.
		c.	The
                                            annual accounts of the Company have been or are being properly drawn up in a consistent manner
                                            in accordance with Applicable Law.
		d.	The
                                            accounts of the Company provide a true and fair view of the financial position, assets, liabilities
                                            and results for the accounting reference period.






 




    	Page 9 of 18



    	 



    

 


		e.	The
                                            annual accounts of the Company include all adjustments necessary for the fair presentation
                                            of the information set forth therein, and no adjustments or restatements are or will be necessary
                                            in respect of any items of an unusual or non-recurring nature, except as expressly specified
                                            in the annual accounts.
		f.	All
                                            accounts and other financial records required to be prepared, stored, and kept by Applicable
                                            Law, are duly prepared, safely stored and correctly kept.
		g.	The
                                            Company owns the assets that are reflected as being owned in the books and records, free
                                            and clear of all Encumbrances.
		h.	The
                                            Company is not the owner of, or subject to any agreement or option to own, any real property
                                            or any interest in any real property.



 


		5.4.4	Disputes



 


		a.	The
                                            Company has not received any written notice of any outstanding claim or liability in respect
                                            of their business, or are aware of any actual or prospective claim or liability or any facts
                                            or circumstances, which could give rise to any such claim or liability;
		b.	The
                                            Company is not engaged in any litigation or arbitration proceedings with any person or entity
                                            or any dispute with any Tax or other authorities, governmental departments or bodies, as
                                            plaintiff or defendant, and there are no such litigation, proceedings or disputes pending
                                            or threatened, either by or against them, including any actual or threatened litigation or
                                            regulatory action, which could or might result in the revocation or amendment of the VFA
                                            Licence, or the imposition by any court of any injunction or garnishee order on their business
                                            or obligation to pay any damages, fees, penalties or payments of similar nature: Provided
                                            that the Purchaser hereby acknowledges that as of Closing Date, the Company has voluntarily
                                            suspended, and the MFSA has approved the voluntary suspension of, the VFA Licence in terms
                                            of Applicable Law.



 


		5.4.5	Employees



 


		a.	The
                                            Company does not have any employees;
		b.	The
                                            Seller is not aware of any labour dispute pending or threatened between the Company and any
                                            of their employees that can be considered material;
		c.	As
                                            of the Closing Date, the Company complies in all material aspects with their obligations
                                            under Applicable Law, collective bargaining agreements or any employment agreements of employees;
		d.	The
                                            Seller is not aware of any claims, investigations or proceedings concerning breach of any
                                            employment contracts, incentive arrangements, laws or collective bargaining agreements which
                                            are pending or threatened against the Company;
		e.	The
                                            Company has not agreed upon any share option or bonus agreement or similar arrangements in
                                            so far as such agreement or arrangement was not part of the information disclosed to the
                                            Purchaser before the Closing Date;
		f.	As
                                            at the Closing Date, no existing employee of managerial position has given a written notice
                                            of termination of the employment or service agreement between such employee and the Company,
                                            and no such employee has threatened such action, except those terminations or actions which
                                            have been notified to the Purchaser in writing as at the Closing Date.



 


		5.4.6.	Intellectual
                                            property



 


		a.	No
                                            activities of the Company infringe any Intellectual Property Rights of any third party and
                                            no claim and/or notice has been made against the Company in respect of such infringement;
		b.	There
                                            has been no unauthorised use by any person of any Intellectual Property Rights of the Company;



 




    	Page 10 of 18



    	 



    

 


		c.	All
                                            types of Intellectual Property Rights (copyrights etc.) and domain names required to conduct
                                            the Business and/or which are in use by the Company at the Closing Date are owned and registered
                                            in the name of the Company, or otherwise licensed or sub-licensed to the Company (as the
                                            case may be).



 


		5.4.7	Regulatory
                                            issues



 


		a.	The
                                            Company is licensed as a Class 4 VFA service provider in terms of the VFA Act, which licence
                                            has as of the Closing Date been voluntarily suspended for a temporary period in terms of
                                            Applicable Law and no circumstances have arisen which might lead to a revocation or permanent
                                            suspension of said license;
		b.	By
                                            not later than 31st December 2022, the MFSA shall have given its consent, ‘no objection’
                                            or similar decision in writing for the suspension of the VFA Licence to be lifted (in such
                                            form and substance as is acceptable to the Purchaser) such that, by such date, the Company
                                            will be in a position to operate its business in the ordinary course;
		c.	The
                                            Company has, as of the Closing Date, filed all returns, statutory forms, resolutions and
                                            documents required of it to submit to the Registrar, the MFSA or FIAU, as the case may be.
                                            There are no other correspondences with the MFSA or FIAU which have not been disclosed to
                                            the Purchaser;
		d.	There
                                            has been no compliance visit or other visit by the MFSA, the FIAU or any other regulatory
                                            body in relation to the Company and/or its affairs which have not been disclosed to the Purchaser;
		e.	The
                                            Company is not subject to any actual or threatened regulatory action which could or might
                                            result in the revocation or amendment of its license; or the imposition by any court of any
                                            injunction or garnishee order on its business; or the restriction of the Company’s
                                            business and/or operations in any manner whatsoever;
		f.	The
                                            Company’s VFA License has been suspended on a purely voluntary basis upon its request
                                            and is not attributable to: (i) any regulatory reasons; (ii) breach of law and/or regulation;
                                            and/or (iii) any other reason which has not been disclosed in writing to the Purchaser; and





 









		g.	The
                                            Company has complied, is currently, shall, as of the re-activation of the VFA Licence and
                                            as of the Closing Date be compliant with any and all conditions imposed by its license and
                                            any and all laws regulating its business, including the VFA Act and all rules issued thereunder
                                            and/or in connection therewith.



 


		5.4.8	IT



 


		a.	All
                                            contracts, licenses, leases and instruments in respect of computer software and programs
                                            owned by or licensed to the Company, are in full force and effect, are unamended and there
                                            are no outstanding defaults or breaches under any of them;
		b.	All
                                            plans for, or requirements of, any material upgrades of or investments in information technology
                                            systems necessary for the operation of the Business have been disclosed to the Purchaser.



 


		5.4.9	Insurance



 


		a.	The
                                            Company has fulfilled all its obligations and paid the premiums under any of its insurance
                                            policies when due, and all insurance policies taken by the Company are in full force and
                                            effect, and there has been no act or omission that could make any such insurance policy void
                                            or voidable.
		b.	There
                                            are no pending insurance claims or any insured events for which the Company has failed to
                                            claim compensation within the claim periods under applicable insurance policies.



 




    	Page 11 of 18



    	 



    

 


		5.4.10	Taxes



 


		a.	All
                                            Taxes due by the Company before the Closing Date have been duly and timely paid if due, or,
                                            to the extent that any Taxes were due but not yet paid in respect of the relevant periods,
                                            adequately provided for in the relevant accounts.
		b.	All
                                            notices, computations and returns which ought to have been made or filed before the Closing
                                            Date have been properly and duly submitted by the Company to the relevant Tax Authorities.
		c.	All
                                            records which the Company is reasonably required to keep for Tax purposes or which would
                                            be typically needed to substantiate any claim made or position taken in relation to Tax by
                                            the Company, have been duly kept and are available for inspection at the premises.
		d.	There
                                            are no notices of Tax litigation relating to Tax affecting the Company.
		e.	The
                                            Company has complied with all statutory provisions, rules, regulations, orders and directions
                                            concerning wage tax, including the making on time of accurate returns and payments and the
                                            maintenance of records.



 


		5.4.11	Investment
                                            Representations



 


		a.	The
                                            Seller is acquiring the Consideration Shares solely for the Seller’s own account and
                                            has no agreement, understanding or arrangement to subdivide, sell, assign, transfer, or otherwise
                                            dispose of all or any part of such Consideration Shares to any other person. The Seller can
                                            bear the risks of an investment in the Consideration Shares and can afford the loss of its
                                            entire investment in the Consideration Shares.
		b.	The
                                            Seller agrees that if it decides to offer, sell, or otherwise transfer or pledge all or any
                                            part of the Consideration Shares, it will not offer, sell, or otherwise transfer or pledge
                                            any of such shares, directly or indirectly unless pursuant to an effective registration statement
                                            under the Securities Act or pursuant to the exemption from such registration (such as provided
                                            by Rule 144 under the Securities Act, if available) and in compliance with any applicable
                                            state and other securities laws.
		c.	The
                                            Seller understands and acknowledges that the issuance and sale of the Consideration Shares
                                            by the Purchaser to the Seller has not been registered under the Securities Act; that such
                                            shares are “restricted securities” within the meaning of Rule 144(a)(3) under
                                            the Securities Act; and that upon the original issuance thereof, and until such time as the
                                            same is no longer required under applicable requirements of the Securities Act or applicable
                                            state securities laws, the certificates (or other book entry positions) evidencing the Consideration
                                            Shares, and all certificates (or book entry positions) issued in exchange therefor or in
                                            substitution thereof, shall bear a legend to the effect set forth in clause 3.4(a) of this
                                            Agreement.
		d.	The
                                            Seller confirms that the Consideration Shares were not offered to it by means of general
                                            solicitation or general advertising, as those terms are used in Regulation D under the Securities
                                            Act, including, without limitation, advertisements, articles, notices, and other communications
                                            published in any newspaper, magazine or on the Internet, or broadcast over radio, television
                                            or on the Internet, or any seminar or meeting whose attendees have been invited by general
                                            solicitation or general advertising.
		e.	The
                                            Seller understands and acknowledges that the Purchaser is not obligated to file and has no
                                            present intention of filing with the United States Securities and Exchange Commission, or
                                            with any state securities administrator, any registration statement in respect of resales
                                            of the Consideration Shares.



 


		5.4.12	Other
                                            topics



 


		a.	There
                                            are no liabilities, contingent or otherwise, of the Company which are not disclosed to the
                                            Purchaser or reflected in the relevant accounts.
		b.	The
                                            Company is not in default under any agreement or arrangement to which they are a party and
                                            there are no circumstances likely to give rise to such a default.






 




    	Page 12 of 18



    	 



    

 


		c.	None
                                            of the foregoing representations, warranties and statements of fact contains any untrue or
                                            inaccurate statement of material fact or omits to state any material fact concerning the
                                            matters which are the subject of such representations, warranties and statements.



 


	5.5.	In
                                            the event that any representation or Warranty made by the Seller under Clause 5.4 is untrue,
                                            inaccurate or incorrect in any material respect, in whole or in part, or this Agreement is
                                            otherwise breached by the Seller then, subject to the provisions of this Agreement, the Seller
                                            shall indemnify the Purchaser for any and all damages. For the purpose of this Agreement,
                                            “damages” shall mean all actually incurred losses, damages, liabilities, costs,
                                            expenses, fines and penalties suffered by the Purchaser and, following Closing, the Company.
                                            The Parties agree that the Purchaser shall not be entitled to any damages for which they
                                            have already been compensated for the same breach.



 


	5.6.	In
                                            the case of a breach of a Warranty by the Seller, the Purchaser shall as soon as possible
                                            inform the Seller thereof by giving formal notice in writing to the Seller (the ‘Notice
                                            of Breach’) and the Seller shall not be liable for any Claim (as defined below)
                                            unless the Seller receives from the Purchaser written notice containing such details as are
                                            then available of the matter giving rise to the claim. The aggregate amount of the liability
                                            of the Seller shall not in any circumstances exceed an amount equal to the Purchase Price.
                                            Furthermore, all claims of the Purchaser arising under this Clause 5.6 shall be time-barred
                                            upon the lapse of two (2) years after the Closing Date, save for claims made for a breach
                                            arising from the Warranties under Clauses 5.4.1 and 5.4.2 relating to capacity and authority
                                            of the Seller and the Company and the Shares respectively, that shall be barred upon the
                                            lapse of five (5) years after the Closing Date and save for claims made for a breach arising
                                            from the Warranties under Clause 5.4.10 relating to tax, that shall be barred upon the lapse
                                            of seven (7) years after the Closing Date. The time limitations under this Clause 5.6 shall
                                            be suspended as soon as the Purchaser has given a Notice of Breach.



 


	5.7.	The
                                            Seller shall not be liable to the Purchaser if liability under it is less than fifty thousand
                                            Euro (€50,000) and/or if and to the extent that the facts, matters, events or circumstances
                                            forming the basis of a claim under Clause 5.6 had been fairly disclosed to the Purchaser
                                            in writing. For the avoidance of doubt, ‘fairly disclosed’ means that
                                            any facts, circumstances or conclusions or assessments that the Purchaser could have ascertained
                                            directly from the information provided to the Purchaser in terms hereof.



 


	6.	CONFIDENTIALITY



 


	6.1.	The
                                            Parties shall (i) keep strictly confidential the existence and contents of this Agreement
                                            and any information obtained by them in connection with the negotiation and execution of
                                            this Agreement; (ii) effectively prevent any access by third parties to such information;
                                            and (iii) shall not use such confidential information for itself or for any third party except
                                            as required or permitted by this Agreement and the transactions contemplated thereby:
	 	 
	 	Provided
                                            that the above provisions shall not apply to information, facts or circumstances which are
                                            publicly known on the date hereof, become publicly known without any violation of this covenant,
                                            or the disclosure of which is required by law or a competent authority.
	 	 
	6.2.	The
                                            Parties shall have the right to submit any information protected under Clause 6.1 to any
                                            of their Affiliates or any third party only for the purposes of the execution and consummation
                                            of this Agreement and the transactions contemplated herein.






 




    	Page 13 of 18



    	 



    

 


	6.3.	Before
                                            making any announcements required by Applicable Law or a competent authority or press release
                                            or similar voluntary announcement with respect to this Agreement and the transaction contemplated
                                            herein, the Parties shall (to the extent permitted by Applicable Law) reach an agreement
                                            on the content of such press release or similar voluntary announcement.



 


	7.	COSTS
                                            AND TAXES



 


	7.1.	Each
                                            Party shall bear its own fees and expenses in relation to this Agreement, including legal
                                            fees.
	 	 
	7.2.	Any
                                            capital gains which may be incurred by the Seller as a result of the transfer of the Shares
                                            in terms of the Income Tax Act (Cap. 123 of the laws of Malta) and any subsidiary legislation
                                            thereunder shall be borne and paid by the Seller.
	 	 
	7.3.	Any
                                            stamp duty which may be payable in terms of the Duty on Documents and Transfers Act (Cap.
                                            364 of the laws of Malta) and any subsidiary legislation thereunder arising as a result of
                                            the transfer and acquisition of the Shares shall be borne and paid by the Purchaser in accordance
                                            with Applicable Law.



 


	8.	INDEMNIFICATION



 


	8.1	Seller
                                            shall indemnify, defend and hold harmless Purchaser, its parent and subsidiary entities,
                                            and any entity controlled, controlled by or under common control with such entities and the
                                            officers, directors, consultants, employees, successors and permitted assigns of each, from
                                            and against any damages, losses and expenses (including reasonable attorneys’ fees)
                                            as a result of any claims, including any third-party claims, demand or action (collectively,
                                            a “Claim”) arising from any breach of any of the representations, warranties
                                            or agreements made by Seller hereunder. Purchaser shall promptly notify Seller of any such
                                            Claim; provided that the failure to provide such notice shall not relieve Seller of its indemnification
                                            obligations hereunder except to the extent of any material prejudice directly resulting from
                                            such failure. Seller shall bear full responsibility for the defense (including any settlements)
                                            of any such Claim; provided, however, that (i) Seller shall keep Purchaser informed of, and
                                            consult with Purchaser in connection with the progress of such litigation or settlement and
                                            (ii) Purchaser shall not have any right, without Seller’s written consent, to settle
                                            any such Claim, such consent not to be unreasonably withheld.
	 	 
	8.2	Purchaser
                                            shall indemnify, defend and hold harmless Seller, its subsidiary entities, and any entity
                                            controlled, controlled by or under common control with such entities and the officers, directors,
                                            consultants, employees, successors and permitted assigns of each, from and against any damages,
                                            losses and expenses (including reasonable attorneys’ fees) as a result of any Claim
                                            arising from any breach of any of the representations, warranties or agreements made by Purchaser
                                            hereunder. Seller shall promptly notify Purchaser of any such Claim; provided that the failure
                                            to provide such notice shall not relieve Purchaser of its indemnification obligations hereunder
                                            except to the extent of any material prejudice directly resulting from such failure. Purchaser
                                            shall bear full responsibility for the defence (including any settlements) of any such Claim;
                                            provided, however, that (i) Purchaser shall keep Seller informed of, and consult with Seller
                                            in connection with the progress of such litigation or settlement and (ii) Purchaser shall
                                            not have any right, without Seller’s written consent, to settle any such Claim, such
                                            consent not to be unreasonably withheld.



 




    	Page 14 of 18



    	 



    

 


	9.	MISCELLANEOUS



 


	9.1.	No
                                            variation of this Agreement shall be valid unless it is in writing and signed by or on behalf
                                            of each of the Parties. The failure to exercise or delay in exercising a right or remedy
                                            under this Agreement shall not constitute a waiver of the right or remedy or a waiver of
                                            any other rights or remedies and no single or partial exercise of any right or remedy under
                                            this Agreement shall prevent any further exercise of the right or remedy or the exercise
                                            of any other right or remedy. The rights and remedies contained in this Agreement are cumulative
                                            and not exclusive of any rights or remedies provided by law.
	 	 
	9.2.	Nothing
                                            in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to
                                            constitute a partnership between the Parties nor, except as may be expressly set out in it,
                                            constitute either Party the agent of the other for any purpose. Unless the Parties agree
                                            otherwise in writing, the Purchaser shall not (i) enter into any contracts or commitments
                                            with any other person as agents for the Company or for the other Party; or (ii) describe
                                            itself as such an agent or in any way hold itself out as being such an agent.
	 	 
	9.3.	If
                                            there is a conflict between the terms of this Agreement and any other pre-existing agreement,
                                            this Agreement shall prevail (as between the Parties to this Agreement) unless (i) such agreement
                                            expressly states that it overrides this Agreement in the relevant respect and (ii) the Parties
                                            are either parties to that other agreement or otherwise expressly agree in writing that such
                                            other agreement shall override this Agreement in that respect.



 


	10.	FURTHER
                                            ASSURANCE



 


	10.1.	Each
                                            of the Parties agrees from time to time to perform at its own costs (or procure the performance
                                            of) all further acts and things and execute and deliver (or procure the execution and delivery
                                            of) such further documents, as may be required by Applicable Law or as may be necessary or
                                            reasonably required by, and in a form satisfactory to, the other Parties to implement and
                                            give effect to this Agreement and the transactions contemplated herein for the purpose of
                                            vesting in and securing to such Parties the full benefit of this Agreement (including the
                                            execution of all deeds and documents, procuring the convening of all meetings, the giving
                                            of all necessary waivers and consents and the passing of all resolutions and otherwise exercising
                                            all powers and rights available to them).
	 	 
	10.2.	Upon
                                            the execution of this Agreement, the Seller shall use its best effort to facilitate the Purchaser’s
                                            further acquisition of the Company until it holds or owns no less than 51% of total issued
                                            capital of the Company.



 


	11.	ENTIRE
                                            AGREEMENT



 


	11.1.	This
                                            Agreement constitutes the entire agreement amongst the Parties and, subject to clause 9.3
                                            above, supersedes any previous agreements between the Parties relating to the subject matter
                                            of this Agreement. Except in the case of fraud or fraudulent concealment, no Party shall
                                            have any right of action against any other Party to this Agreement arising out of or in connection
                                            with any Pre- Contractual Statement except to the extent that it is repeated in this Agreement.
                                            For the purpose of this Clause, ‘Pre-Contractual Statement’ means any draft,
                                            agreement, term sheet, undertaking, representation, warranty, promise, assurance, or arrangement
                                            of any nature whatsoever, whether or not in writing, relating to the subject matter of this
                                            Agreement made or given by any Person at any time prior to the date of this Agreement.



 




    	Page 15 of 18



    	 



    

 


	12.	ASSIGNMENT



 


	12.1.	This
                                            Agreement shall be binding on and endure for the benefit of the successors, permitted assigns
                                            and personal representatives (as the case may be) of each of the Parties.
	 	 
	12.2.	None
                                            of the Parties may assign their rights and obligations under this Agreement in whole or in
                                            part without the prior written consent of the other Parties.



 


	13.	NOTICES



 


	13.1.	Any
                                            notice under this Agreement shall be in writing addressed as provided in Clause 13.3 and
                                            signed by or on behalf of the Party giving it.
	 	 
	13.2.	Any
                                            such notice shall be served:



 


		(a)	by
                                            email to an email address, in which case it shall be deemed to have been received on the
                                            same Business Day if the email was sent before 1700 hours of the recipient Party, or on the
                                            following Business Day if the email was sent after 1700 hours of the recipient Party;
		(b)	by
                                            delivering it personally to the addressee, in which case it shall be deemed to have been
                                            received upon delivery;
		(c)	by
                                            leaving it at the addressee’s address, in which case it shall be deemed to have been
                                            received when left at the addressee’s address; or
		(d)	by
                                            pre-paid recorded delivery post, in which case it shall be deemed to have been received five
                                            (5) Business Days after posting and in proving the time of despatch it shall be sufficient
                                            to show that the envelope containing such notice or communication was properly addressed,
                                            stamped and posted.






 


	13.3.	Subject
                                            to Clause 13.4 below, the addresses for service of notices for the purposes of sub- Clause
                                            13.1 are:






 


	 	Purchaser	 
	 	 	 
	 	Professional 	Diversity Network Inc. 
	 	Attention:	Xin
    (Adam) He
	 	Address:	55
    East Monroe Street, Suite 2120, Chicago, Illinois 60603, USA 
	 	Email:	adamhe@ipdnusa.com



 





	 	Seller	 
	 	 	 
	 	Attention:	Mingrui
    Xu
	 	Address:	Dragonara
    Business Centre, 5th Floor, Dragonara Road, St Julian’s STJ 3141, Malta 
	 	Email:	raymond@koalaplatform.com


 


	13.4.	Any
                                            Party to this Agreement may notify the other Parties of another address for the purposes
                                            of this Clause 13, provided that such notification shall only be effective on the date specified
                                            in such notice or five (5) Business Days after the notice is given, whichever is later.



 




    	Page 16 of 18



    	 



    

 


	13.5.	The
                                            Parties agree that the documents which start any legal proceedings relating to this Agreement
                                            and any other documents required to be served in relation to those proceedings may be served
                                            on any party in accordance with, and subject to the provisions of, Clause 13.2. These documents
                                            may, however, be served in any other manner allowed by Applicable Law. This clause applies
                                            to all proceedings wherever started.



 


	14.	COUNTERPARTS



 


	14.1.	This
                                            Agreement may be executed in any number of counterparts, and by the Parties in separate counterparts,
                                            each of which when executed and delivered by each Party shall be an original of this Agreement,
                                            but all the counterparts together shall constitute one and the same instrument.
	 	 
	14.2.	Transmission
                                            of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG
                                            or other agreed format) shall take effect as delivery of an executed counterpart of this
                                            Agreement. If either method of delivery is adopted, without prejudice to the validity of
                                            the Agreement thus made, each Party shall provide the others with the original of such counterpart
                                            as soon as reasonably possible thereafter. No counterpart shall be effective until all Parties
                                            have executed and delivered at least one counterpart.



 


	15.	SEVERABILITY



 


	15.1.	If
                                            any provision of this Agreement (or part of a provision) is found by any court or administrative
                                            body of competent jurisdiction to be invalid, unenforceable or illegal:



 


		(a)	so
                                            far as it is illegal, invalid or unenforceable, it shall be given no effect and shall be
                                            deemed not to be included in this Agreement but it shall not affect or impair the legality,
                                            validity or enforceability in that jurisdiction of any other provisions (or part of a provision)
                                            of this Agreement in any other jurisdiction;
		(b)	the
                                            Parties shall use all reasonable endeavours to replace it with a valid and enforceable substitute
                                            provision or provisions but differing from the replaced provision as little as possible and
                                            the effect of which is as close to the intended effect of the illegal, invalid or unenforceable
                                            provision; and
		(c)	the
                                            remaining provisions of this Agreement will remain in full force in that jurisdiction and
                                            all provisions will continue in full force in any other jurisdiction.



 


	16.	GOVERNING
                                            LAW AND JURISDICTION



 


	16.1.	This
                                            Agreement and any non-contractual obligations arising out of or in relation to it shall be
                                            governed by and construed in accordance with Maltese law. The Parties agree that the courts
                                            of Malta are to have exclusive jurisdiction to settle any dispute, whether contractual or
                                            non-contractual, (including claims for set-off and counterclaim) which may arise out of or
                                            in connection with the creation, validity, effect, interpretation or performance of, or the
                                            legal relationships established by this Agreement or otherwise arising out of or in connection
                                            with this Agreement and for such purposes irrevocably submit to the jurisdiction of the Courts
                                            of Malta.



 




    	Page 17 of 18



    	 



    

 


IN
WITNESS WHEREOF the Parties, acting through their duly authorised representatives, have caused this Agreement to be executed and
delivered in their respective names on the date first set out above.


 


	 		 
	Xin	(Adam)
    He	 
	Title:	Chief
    Executive Officer For and on behalf of	 
	 	Professional
    Diversity Network, Inc.	 


 


	 		 
	 	Mingrui
    Xu	 
	 	For
    and on behalf of	 
	 	Koala
    Malta Limited	 












 




    	Page 18 of 18