Exhibit 10.3


 


DATED
27th September 2022


 


ALAN
TAK WAI YAU


 


and


 


PROFESSIONAL
DIVERSITY NETWORK, INC.


 





 



 


CHARGE
OVER SHARES


 





 



 




    	 



    	 



    

 


CONTENTS


 


	1.	Definitions
    and interpretation	1
	2.	Covenant	5
	3.	Grant
    of security	5
	4.	Liability
    of the Chargor	5
	5.	Representations
    and warranties	6
	6.	Covenants	7
	7.	Voting
    rights and dividends	8
	8.	Powers
    of the Buyer	10
	9.	When
    security becomes enforceable	11
	10.	Enforcement
    of security	11
	11.	Receiver	13
	12.	Powers
    of Receiver	14
	13.	Delegation	16
	14.	Application
    of proceeds	16
	15.	Costs
    and indemnity	17
	16.	Further
    assurance	17
	17.	Power
    of attorney	18
	18.	Release	18
	19.	Assignment
    and transfer	18
	20.	Amendments,
    waivers and consents	18
	21.	Severance	19
	22.	Counterparts	19
	23.	Third
    party rights	19
	24.	Notices	20
	25.	Additional
    Provisions	21
	26.	Governing
    law and jurisdiction	21


 




    	 



    	 



    

 


THIS
DEED IS DATED 27th September 2022


 


PARTIES


 


	(1)	ALAN
    TAK WAI YAU of 32 The Phoenix, 8 Bird Street, London, W1U 1BU (Chargor); and
	 	 
	(2)	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 (Buyer).


 


BACKGROUND


 


	(A)	Koala
    Crypto Limited is 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
    (KCL).
	 	 
	(B)	KCL
    is licensed as a Virtual Financial Assets Service Provider by the MFSA in terms of the VFA Licence and the VFA Act. KCL has voluntarily
    suspended, and the MFSA has approved the voluntary suspension of, the VFA Licence.
	 	 
	(C)	The
    Buyer has agreed to purchase 9% of the total issued share capital of KCL from the Seller on the terms and conditions of the Share
    Purchase Agreement.
	 	 
	(D)	The
    Chargor has agreed to provide security for certain obligations of the Seller and the Company to the Buyer. Under this deed, the Chargor
    provides security to the Buyer for the Secured Obligations.


 


AGREED
TERMS


 


	1.	DEFINITIONS
                                            AND INTERPRETATION



 


	1.1	Definitions



 


Business
Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


Charged
Property: means the Shares and any Related Rights.


 


Company:
means Koala Capital Limited, incorporated and registered in England and Wales with company number 07886666 whose registered office is
at 33 St. James’s Square, London, England, SW1Y 4JS.


 


Delegate:
any person appointed by the Buyer or any Receiver pursuant to clause 13, and any person appointed as attorney of the Buyer, Receiver
or Delegate.


 




    	1



    	 



    

 


Deposit:
the cash sum of US$350,000 advanced by the Buyer to the Company pursuant to the terms of the LOI as a refundable deposit.


 


Event
of Default: means any of: (a) the obligation referred to in paragraph (a) of the definition of Secured Obligations fails to be discharged
by 31 December 2022; or (b) any failure on the part of the Company to pay any amount due under the Guarantee within 5 Business Days of
demand by the Buyer; or (c) any failure on the part of the Company to refund the full amount of the Deposit to the Buyer when due.


 


Financial
Collateral: has the meaning given to that expression in the Financial Collateral Regulations.


 


Financial
Collateral Regulations: the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003/3226).


 


Guarantee:
the deed of guarantee and indemnity entered into between the Company and the Buyer and dated the same date as this deed.


 


LOI:
the letter of intent made between the Buyer and the Company and dated 22 July 2021, as amended or supplemented from time to time.


 


LPA
1925: the Law of Property Act 1925.


 


MFSA:
means the Malta Financial Services Authority as established by the Malta Financial Services Authority Act, Chapter 330 of the Laws of
Malta.


 


Receiver:
a receiver, or receiver and manager appointed by the Buyer under clause 11.


 


Related
Rights: any:


 


		(a)	dividend,
                                            interest or other distribution paid or payable in relation to any Share;
	 	 	 
		(b)	right,
                                            money or property accruing, offered or issued at any time in relation to any Share by way
                                            of redemption, substitution, exchange, conversion, bonus, preference or otherwise, under
                                            option rights or otherwise; and
	 	 	 
		(c)	stock,
                                            shares and securities offered in addition to or substitution for the Shares;



 


Secured
Obligations: (a) the Seller’s obligation under the Share Purchase Agreement to obtain the MFSA’s 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
Buyer) such that, by no later than 31 December 2022, KCL will be in a position to operate its business in the ordinary course; (b) the
obligations and/or liabilities of the Company to pay the Buyer under the Guarantee, together with any default interest accruing in respect
of those obligations or liabilities; and (c) the obligations of the Company to refund the Deposit to the Buyer in accordance with the
terms of the LOI.


 




    	2



    	 



    

 


Security
Financial Collateral Arrangement: has the meaning given to that expression in the Financial Collateral Regulations.


 


Security:
any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest
securing any obligation of any person, or any other agreement or arrangement having a similar effect.


 


Security
Period: the period starting on the date of this deed and ending on the date on which the Secured Obligations have been discharged
in full.


 


Seller:
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.


 


Share
Purchase Agreement: the share purchase agreement made between the Buyer and the Seller and dated the same date as this deed, relating
to the sale and purchase of 9% of the total issued share capital of KCL.


 


Shares:
fifteen (15) ordinary shares of £1.00 each in the capital of the Company registered in the name of the Chargor, representing 15%
of the entire issued share capital of the Company.


 


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 KCL on the 3rd December
2020.


 


	1.2	Interpretation
                                            In this deed:



 


	 	1.2.1	clause and Schedule headings shall not affect the interpretation
of this deed;




 


	 	1.2.2	a reference to a person shall include a reference to
an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any
association, trust, joint venture or consortium (whether or not having separate legal personality) and that person’s personal representatives,
successors, permitted assigns and permitted transferees;




 


	 	1.2.3	unless the context otherwise requires, words in the singular
shall include the plural and in the plural shall include the singular;




 




    	3



    	 



    

 


	 	1.2.4	unless the context otherwise requires, a reference to one gender
shall include a reference to the other genders;




 


		1.2.5	a reference to a party shall include that party’s successors,
permitted assigns and permitted transferees and this deed shall be binding on, and enure to the benefit of, the parties to this deed
and their respective personal representatives, successors, permitted assigns and permitted transferees;




 


	 	1.2.6	a reference to a statute or statutory provision is a reference
to it as amended, extended or re-enacted from time to time;




 


	 	1.2.7	a reference to a statute or statutory provision shall include
all subordinate legislation made under that statute or statutory provision;




 


	 	1.2.8	a reference to writing or written includes email
but not fax;




 


	 	1.2.9	an obligation on a party not to do something includes an obligation
not to allow that thing to be done;




 


	 	1.2.10	a reference to this deed (or any provision of it) or
to any other agreement or document referred to in this deed is a reference to this deed, that provision or such other agreement or document
as amended (in each case, other than in breach of the provisions of this deed) from time to time;




 


	 	1.2.11	unless the context otherwise requires, a reference to a clause
or Schedule is to a clause of, or Schedule to, this deed and a reference to a paragraph is to a paragraph of the relevant Schedule;




 


	 	1.2.12	any words following the terms including, include,
in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of
the words, description, definition, phrase or term preceding those terms;




 


	 	1.2.13	a reference to an amendment includes a novation, re-enactment,
supplement or variation (and amend and amended shall be construed accordingly);




 


	 	1.2.14	a reference to assets includes present and future properties,
undertakings, revenues, rights and benefits of every description;




 


	 	1.2.15	a reference to an authorisation includes an approval,
authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;




 


	 	1.2.16	a reference to continuing in relation to an Event of
Default means an Event of Default that has not been remedied or waived;




 




    	4



    	 



    

 


	 	1.2.17	a reference to determines or determined means,
unless the contrary is indicated, a determination made at the absolute discretion of the person making it; and




 


	 	1.2.18	a reference to a regulation includes any regulation,
rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational
body, agency, department or regulatory, self-regulatory or other authority or organisation.




 


	1.3	Perpetuity
                                            period



 


If
the rule against perpetuities applies to any trust created by this deed, the perpetuity period shall be 125 years (as specified by section
5(1) of the Perpetuities and Accumulations Act 2009).


 


	1.4	Schedules



 


The
schedules form part of this deed and shall have effect as if set out in full in the body of this deed. Any reference to this deed includes
the schedules.


 


	2.	COVENANT



 


	2.1	The
                                            Chargor shall, as primary obligor and not only as a surety, pay or otherwise procure the
                                            discharge the Secured Obligations (as applicable).



 


	2.2	It
                                            is expressly agreed by the Buyer that, without limiting the liabilities of the Chargor to
                                            the Buyer under any other document, that the Chargor’s liability to the Buyer under
                                            this Charge is limited to the Charged Property.



 


	3.	GRANT
                                            OF SECURITY



 


	3.1	Fixed
                                            charge



 


As
a continuing security for the payment and discharge of the Secured Obligations, the Chargor with full title guarantee charges to the
Buyer by way of a first fixed charge:


 


3.1.1
the Shares; and


 


3.1.2
all Related Rights.


 


	4.	LIABILITY
                                            OF THE CHARGOR



 


	4.1	Liability
                                            not discharged



 


The
Chargor’s liability under this deed in respect of any of the Secured Obligations shall not be discharged, prejudiced or affected
by:


 


	 	4.1.1	any security, guarantee, indemnity, remedy or other right held
by, or available to, the Buyer that is or becomes wholly or partially illegal, void or unenforceable on any ground;




 




    	5



    	 



    

 


	 	4.1.2	the Buyer renewing, determining, varying or increasing any
facility or other transaction in any manner or concurring in, accepting or varying any compromise, arrangement or settlement, or omitting
to claim or enforce payment from any other person; or




 


	 	4.1.3	any other act or omission, that, but for this clause 4.1, might
have discharged, or otherwise prejudiced or affected, the liability of the Chargor.




 


	4.2	Immediate
                                            recourse



 


The
Chargor waives any right it may have to require the Buyer to enforce any security or other right, or claim any payment from, or otherwise
proceed against, any other person before enforcing this deed against the Chargor.


 


	5.	REPRESENTATIONS
                                            AND WARRANTIES



 


	5.1	Times
                                            for making representations and warranties



 


5.1.1
The Chargor makes the representations and warranties set out in this clause 5 to the Buyer on the date of this deed.


 


	5.2	Shares



 


	 	5.2.1	The Shares are fully paid and are not subject to any option
to purchase or similar rights.




 


	 	5.2.2	The Shares represent fifteen per cent (15%) of the issued share
capital of the Company and no person has any option, warrant or other similar right to subscribe for any shares the Company.
	 	 	 
	 	5.2.3	The Chargor is the sole legal and beneficial owner of the Shares.




 


	 	5.2.4	The constitutional documents of any of the Company do not:




 


		(a)	restrict
                                            or inhibit any transfer of the Shares on creation or enforcement of the security constituted
                                            by this deed; or



 


		(b)	contain
                                            any rights of pre-emption.



 


	 	5.2.5	The Chargor has complied with all notices relating to all or
any of the Shares received by it pursuant to sections 790D and 790E of the Companies Act 2006.




 


	 	5.2.6	No warning notice has been issued under paragraph 1(2) of Schedule
1B of the Companies Act 2006, and no restrictions notice has been issued under paragraph 1(3) of Schedule 1B of the Companies Act 2006,
in respect of all or any of the Shares.




 


	5.3	No
                                            Security



 


The
Shares are free from any Security other than the Security created by this deed.


 




    	6



    	 



    

 


	5.4	No
                                            adverse claims



 


The
Chargor has not received, or acknowledged notice of, any adverse claim by any person in respect of the Shares or any interest in them.


 


	5.5	No
                                            breach of laws



 


There
is no breach of any law or regulation which materially and adversely affects the Shares.


 


	5.6	Avoidance
                                            of security



 


No
Security expressed to be created under this deed is liable to be avoided, or otherwise set aside, on the liquidation or administration
of the Chargor or otherwise.


 


	5.7	Enforceable
                                            security



 


This
deed constitutes and will constitute the legal, valid, binding and enforceable obligations of the Chargor, and is and will continue to
be effective security over the Charged Property in accordance with its terms.


 


	6.	COVENANTS



 


	6.1	Negative
                                            pledge and disposal restrictions



 


The
Chargor shall not at any time, except with the prior written consent of the Buyer:


 


	 	6.1.1	create, purport to create or permit to subsist any Security
on, or in relation to, the Charged Property other than any Security created by this deed;




 


	 	6.1.2	sell, assign, transfer, part with possession of or otherwise
dispose of in any manner (or purport to do so) all or any part of, or any interest in, the Charged Property; or




 


	 	6.1.3	create or grant (or purport to create or grant) any interest
in the Charged Property in favour of a third party.




 


	6.2	Preservation
                                            of Secured Assets



 


The
Chargor shall not do, or permit to be done, any act or thing that would or might depreciate, jeopardise or otherwise prejudice the security
held by the Buyer, or diminish the value of any of the Charged Property or the effectiveness of the security created by this deed.


 


	6.3	Compliance
                                            with laws and regulations



 


The
Chargor shall comply with the requirements of any law or regulation relating to or affecting the Charged Property or the use of them
or any part of them.


 




    	7



    	 



    

 


	6.4	Title
                                            to Charged Property



 


The
Chargor shall on the execution of this deed, or if later, upon it becoming entitled to the relevant Charged Property, deposit with the
Buyer, or as the Buyer may direct:


 


	 	6.4.1	all share certificates and other documents of title or evidence
of ownership of the Charged Property; and




 


	 	6.4.2	stock transfer forms relating to the Charged Property duly
completed and executed by or on behalf of the Chargor but with the name of the transferee, the consideration and the date left blank;




 


so
that the Buyer may, at any time and without notice to the Chargor, complete and present those stock transfer forms to the Company for
registration.


 


	6.5	Calls
                                            and other obligations



 


	 	6.5.1	Notwithstanding the security created by this deed, the Chargor
shall promptly pay all calls, instalments and other payments that may be or become due and payable in respect of all or any part of the
Charged Property.




 


	 	6.5.2	If the Chargor fails to do so, the Buyer may, at its discretion
but without obligation, pay the calls, instalments or other payments on behalf of the Chargor.




 


	 	6.5.3	The Chargor shall, immediately on request by the Buyer, reimburse
the Buyer for any payment made by it under this clause 6.5.




 


	 	6.5.4	The Chargor shall comply with, and shall remain liable to perform,
all of the other conditions and obligations assumed by it in respect of all or any part of the Charged Property.




 


	6.6	Changes
                                            to rights



 


	 	6.6.1	The Chargor shall not take, or allow the taking of, any action
on its behalf which may result in the rights attaching to, or conferred by, all or any of the Charged Property being altered.




 


	 	6.6.2	The Chargor shall not cause or permit:




 


		(a)	any
                                            of the Charged Property to be consolidated, sub-divided or converted; or



 


		(b)	any
                                            further shares in the share capital of the Company to be issued; or



 


		(c)	any
                                            changes to the Company’s constitutional documents.



 


	7.	VOTING
                                            RIGHTS AND DIVIDENDS



 


	7.1	Voting
                                            rights and dividends - before enforcement



 




    	8



    	 



    

 


Before
the security constituted by this deed becomes enforceable, the Chargor may exercise all voting and other rights and powers in respect
of the Charged Property provided that:


 


	 	7.1.1	
                                            it shall not do so in any way that would breach any provision
of the Guarantee or this deed or for any purpose inconsistent with the Guarantee or this deed; and




 


	 	7.1.2	the exercise of, or failure to exercise, those voting rights
or other rights and powers would not, in the Buyer’s opinion, have an adverse effect on the value of any of the Charged Property
or otherwise prejudice the Buyer’s security under this deed.




 


Before
the security constituted by this deed becomes enforceable, the Chargor may retain and apply for its own use all dividends, interest and
other monies paid or payable in respect of the Charged Property.


 


	7.2	Voting
                                            rights and dividends - following an Event of Default



 


	 	7.2.1	After the security constituted by this deed has become enforceable,
the Buyer may at its discretion (in the name of the Chargor and without any further consent or authority from the Chargor and irrespective
of any direction given by the Chargor):




 


		(a)	exercise
                                            or refrain from exercising (or direct its nominee to exercise or refrain from exercising)
                                            all voting rights and any other powers or rights in respect of the Charged Property, and
                                            the Chargor shall comply, or procure compliance, with any directions the Buyer may give,
                                            in its absolute discretion, in respect of the exercise of those voting and other rights and
                                            powers;



 


		(b)	apply
                                            all dividends, interest or other monies paid or payable in respect of the Charged Property
                                            in accordance with clause 14 and, if any such dividends, interest or other monies are received
                                            by or on behalf of the Chargor, the Chargor shall hold all such dividends, interest and other
                                            monies on trust for the Buyer and shall immediately pay them to the Buyer or as it may direct;



 


		(c)	complete
                                            all instruments of transfer held by it in relation to the Charged Property in favour of itself
                                            or such other person as it may select and have the Charged Property transferred into its
                                            name or the name of its nominee or, as applicable, into an account in its own name or the
                                            name of its nominee; and



 


		(d)	in
                                            addition to any other power created under this deed, exercise or refrain from exercising
                                            (or direct its nominee to exercise or refrain from exercising) all the powers and rights
                                            conferred on or exercisable by the legal or beneficial owner of the Charged Property.



 




    	9



    	 



    

 


	8.	POWERS
                                            OF THE BUYER



 


	8.1	Power
                                            to remedy



 


	 	8.1.1	The Buyer shall be entitled (but shall not be obliged) to remedy,
at any time, a breach by the Chargor of any of its obligations contained in this deed.




 


	 	8.1.2	The Chargor irrevocably authorises the Buyer and its agents
to do all things that are necessary or desirable for that purpose.




 


	 	8.1.3	Any monies expended by the Buyer in remedying a breach by the
Chargor of its obligations contained in this deed, shall be reimbursed by the Chargor to the Buyer on a full indemnity basis and shall
carry interest in accordance with clause 15.1.




 


	8.2	Exercise
                                            of rights



 


	 	8.2.1	The rights of the Buyer under clause 8.1
are without prejudice to any other rights of the Buyer under this deed.




 


	 	8.2.2	The exercise of any rights of the Buyer under this deed shall
not make the Buyer liable to account as a mortgagee in possession.




 


	8.3	Buyer
                                            has Receiver’s powers



 


To
the extent permitted by law, any right, power or discretion conferred by this deed (either expressly or impliedly) or by law on a Receiver
may, after the security constituted by this deed has become enforceable, be exercised by the Buyer in relation to any of the Charged
Property whether or not it has taken possession of any Charged Property and without first appointing a Receiver or notwithstanding the
appointment of a Receiver.


 


	8.4	No
                                            duties



 


The
Buyer shall not, in respect of any of the Charged Property, have any duty or incur any liability for:


 


	 	8.4.1	ascertaining or taking action in respect of any calls, instalments,
conversions, exchanges, maturities, tenders or other matters relating to any Charged Property or the nature or sufficiency of any payment
whether or not the Buyer has or is deemed to have knowledge of such matters; or




 


	 	8.4.2	taking any necessary steps to preserve rights against prior
parties or any other rights relating to any of the Charged Property.



 






    	10



    	 



    

 



	8.5	Indulgence



 


The
Buyer may, at its discretion, grant time or other indulgence or make any other arrangement, variation or release with any person not
being a party to this deed (whether or not such person is jointly liable with the Chargor) in respect of any of the Secured Obligations
or of any other security for them without prejudice either to this deed or to the liability of the Chargor for the Secured Obligations.


 


	9.	WHEN
                                            SECURITY BECOMES ENFORCEABLE



 


	9.1	Event
                                            of Default



 


The
security constituted by this deed shall become immediately enforceable if there occurs an Event of Default.


 


	9.2	Discretion



 


After
the security constituted by this deed has become enforceable, the Buyer may, in its absolute discretion, enforce all or any part of that
security at the times, in the manner and on the terms it thinks fit, and take possession of and hold or dispose of all or any part of
the Charged Property.


 


	10.	ENFORCEMENT
                                            OF SECURITY



 


	10.1	Enforcement
                                            powers



 


	 	10.1.1	For the purposes of all powers implied by statute, the Secured
Obligations are deemed to have become due and payable on the date of this deed.




 


	 	10.1.2	The power of sale and other powers conferred by section 101
of the LPA 1925 (as varied or extended by this deed) shall be immediately exercisable at any time after the security constituted by this
deed has become enforceable under clause 9.1.




 


	 	10.1.3	Section 103 of the LPA 1925 (restricting the power of sale)
does not apply to the security constituted by this deed.




 


	10.2	Redemption
                                            of prior Security



 


	 	10.2.1	At any time after the security constituted by this deed has
become enforceable, or after any powers conferred by any Security having priority to this deed shall have become exercisable, the Buyer
may:




 


		(a)	redeem
                                            any prior Security over any Charged Property;



 


		(b)	procure
                                            the transfer of that Security to itself; and



 


		(c)	settle
                                            and pass the accounts of the holder of any prior Security (and any accounts so settled and
                                            passed shall, in the absence of any manifest error, be conclusive and binding on the Chargor).



 




    	11



    	 



    

 


	 	10.2.2	The
  Chargor shall pay to the Buyer immediately on demand all principal, interest, costs, charges and expenses of, and incidental to, any
  such redemption or transfer, and such amounts shall be secured by this deed as part of the Secured Obligations.



 


	10.3	Protection
                                            of third parties



 


No
purchaser, mortgagee or other person dealing with the Buyer, any Receiver or any Delegate shall be concerned to enquire:


 


	 	10.3.1	whether any of the Secured
  Obligations have become due or payable, or remain unpaid or undischarged;
	 	 	 
	 	10.3.2	whether any power the Buyer,
  a Receiver or Delegate is purporting to exercise has become exercisable or is being properly exercised; or
	 	 	 
	 	10.3.3	how any money paid to the
  Buyer, any Receiver or any Delegate is to be applied.




 


	10.4	Privileges



 


Each
Receiver and the Buyer is entitled to all the rights, powers, privileges and immunities conferred by the LPA 1925 on mortgagees and receivers.


 


	10.5	No
                                            liability as mortgagee in possession



 


Neither
the Buyer nor any Receiver or any Delegate shall be liable to account as mortgagee in possession in respect of all or any of the Charged
Property, nor shall any of them be liable for any loss on realisation of, or for any act, default or omission for which a mortgagee in
possession might be liable.


 


	10.6	Conclusive
                                            discharge to purchasers



 


The
receipt of the Buyer or any Receiver or Delegate shall be a conclusive discharge to a purchaser and, in making any sale or other disposal
of any of the Charged Property or in making any acquisition in the exercise of their respective powers, the Buyer, and every Receiver
and Delegate may do so for any consideration, in any manner and on any terms that it thinks fit.


 


	10.7	Right
                                            of appropriation



 


	 	10.7.1	To the extent that:




 


		(a)	the
                                            Charged Property constitute Financial Collateral; and
	 	 	 
		(b)	this
                                            deed and the obligations of the Chargor under it constitute a Security Financial Collateral
                                            Arrangement,



 


the
Buyer shall have the right, at any time after the security constituted by this deed has become enforceable, to appropriate all or any
of those Charged Property in or towards the payment and discharge of the Secured Obligations in any order that the Buyer, in its absolute
discretion, may from time to time determine.


 




    	12



    	 



    

 


	 	10.7.2	The value of any Charged
  Property appropriated in accordance with this clause 10.7 shall be determined by any method that the Buyer may select, including independent
  valuation.
	 	 	 
	 	10.7.3	The Chargor agrees that the
  method of valuation provided for in this clause 10.7 is commercially reasonable for the purposes of the Financial Collateral Regulations.


 


	11.	RECEIVER



 


	11.1	Appointment



 


At
any time after the security constituted by this deed has become enforceable, or at the request of the Chargor, the Buyer may, without
further notice, appoint by way of deed, or otherwise in writing, any one or more persons to be a Receiver of all or any part of the Charged
Property.


 


	11.2	Removal



 


The
Buyer may, without further notice (, from time to time, by way of deed, or otherwise in writing, remove any Receiver appointed by it
and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.


 


	11.3	Remuneration



 


The
Buyer may fix the remuneration of any Receiver appointed by it without the restrictions contained in section 109 of the LPA 1925, and
the remuneration of the Receiver shall be a debt secured by this deed, to the extent not otherwise discharged.


 


	11.4	Power
                                            of appointment additional to statutory powers



 


The
power to appoint a Receiver conferred by this deed shall be in addition to all statutory and other powers of the Buyer under the Insolvency
Act 1986, the LPA 1925 or otherwise, and shall be exercisable without the restrictions contained in sections 103 and 109 of the LPA 1925
or otherwise.


 


	11.5	Power
                                            of appointment exercisable despite prior appointments



 


The
power to appoint a Receiver (whether conferred by this deed or by statute) shall be, and remain, exercisable by the Buyer despite any
prior appointment in respect of all or any part of the Charged Property.


 


	11.6	Agent
                                            of the Chargor



 


Any
Receiver appointed by the Buyer under this deed shall be the agent of the Chargor and the Chargor shall be solely responsible for the
contracts, engagements, acts, omissions, defaults, losses and remuneration of that Receiver and for liabilities incurred by that Receiver.
The agency of each Receiver shall continue until the Chargor goes into liquidation and after that the Receiver shall act as principal
and shall not become the agent of the Buyer.


 




    	13



    	 



    

 


	12.	POWERS
                                            OF RECEIVER



 


	12.1	General



 


	 	12.1.1	Any Receiver appointed by
  the Buyer under this deed shall, in addition to the powers conferred on it by statute, have the rights, powers and discretions set
  out in clause 12.2 to clause 12.12.
	 	 	 
	 	12.1.2	A Receiver has all the rights,
  powers and discretions conferred on a receiver (or a receiver and manager) under the LPA 1925, and shall have those rights, powers
  and discretions conferred on an administrative receiver under the Insolvency Act 1986 whether it is an administrative receiver or not.
	 	 	 
	 	12.1.3	If there is more than one
  Receiver holding office at the same time, each Receiver may (unless the document appointing it states otherwise) exercise all of the
  powers conferred on a Receiver under this deed individually and to the exclusion of any other Receiver.
	 	 	 
	 	12.1.4	Any exercise by a Receiver
  of any of the powers given by clause 12 may be on behalf of the Chargor, the directors of the Chargor or itself.



 


	12.2	Employ
                                            personnel and advisers



 


	 	12.2.1	A Receiver may provide services
  and employ, or engage any managers, officers, servants, contractors, workmen, agents, other personnel and professional advisers on
  any terms, and subject to any conditions, that it thinks fit.
	 	 	 
	 	12.2.2	A Receiver may discharge
  any such person or any such person appointed by the Chargor.




 


	12.3	Remuneration



 


A
Receiver may charge and receive any sum by way of remuneration (in addition to all costs, charges and expenses incurred by it) that the
Buyer may prescribe or agree with it.


 


	12.4	Possession



 


A
Receiver may take immediate possession of, get in and realise any Charged Property.


 


	12.5	Dispose
                                            of Charged Property



 


A
Receiver may sell, exchange, convert into money and realise all or any of the Charged Property in respect of which it is appointed in
any manner (including, without limitation, by public auction or private sale) and generally on any terms and conditions as it thinks
fit. Any sale may be for any consideration that the Receiver thinks fit and a Receiver may promote, or concur in promoting, a company
to purchase the Charged Property to be sold.


 




    	14



    	 



    

 


	12.6	Valid
                                            receipts



 


A
Receiver may give a valid receipt for all monies and execute all assurances and things that may be proper or desirable for realising
any of the Charged Property.


 


	12.7	Make
                                            settlements



 


A
Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by
any person who claims to be a creditor of the Chargor or relating in any way to any Charged Property.


 


	12.8	Legal
                                            action



 


A
Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings in relation to any of the Charged Property
as it thinks fit.


 


	12.9	Borrow



 


A
Receiver may, for whatever purpose it thinks fit, raise and borrow money either unsecured or on the security of all or any of the Charged
Property in respect of which it is appointed on any terms that it thinks fit (including, if the Buyer consents, terms under which that
security ranks in priority to this deed).


 


	12.10	Delegation



 


A
Receiver may delegate its powers in accordance with this deed.


 


	12.11	Absolute
                                            beneficial owner



 


A
Receiver may, in relation to any of the Charged Property, exercise all powers, authorisations and rights it would be capable of exercising
as, and do all those acts and things, an absolute beneficial owner could exercise or do, in the ownership and management of the Charged
Property or any part of the Charged Property.


 


	12.12	Incidental
                                            powers



 


A
Receiver may do any other acts and things that it:


 


	 	12.12.1	may consider desirable or
  necessary for realising any of the Charged Property;
	 	 	 
	 	12.12.2	may consider incidental or
  conducive to any of the rights or powers conferred on a Receiver under or by virtue of this deed or law; or
	 	 	 
	 	12.12.3	lawfully may or can do as
  agent for the Chargor.




 




    	15



    	 



    

 


	13.	DELEGATION



 


	13.1	Delegation



 


The
Buyer or any Receiver may delegate (either generally or specifically) by power of attorney or in any other manner to any person any right,
power, authority or discretion conferred on it by this deed (including the power of attorney granted under clause 17.1).


 


	13.2	Terms



 


The
Buyer and each Receiver may delegate on any terms and conditions (including the power to sub-delegate) that it thinks fit.


 


	13.3	Liability



 


Neither
the Buyer nor any Receiver shall be in any way liable or responsible to the Chargor for any loss or liability arising from any act, default,
omission or misconduct on the part of any Delegate.


 


	14.	APPLICATION
                                            OF PROCEEDS



 


	14.1	Order
                                            of application of proceeds



 


All
monies received or recovered by the Buyer, a Receiver or a Delegate under this deed or in connection with the realisation or enforcement
of all or part of the security constituted by this deed, shall (subject to the claims of any person having prior rights and by way of
variation of the LPA 1925) be applied in the following order of priority:


 


	 	14.1.1	in or towards payment of
  all costs, liabilities, charges and expenses incurred by or on behalf of the Buyer (and any Receiver, Delegate, attorney or agent appointed
  by it) under or in connection with this deed, and of all remuneration due to any Receiver under or in connection with this deed;
	 	 	 
	 	14.1.2	in or towards payment of
  the Secured Obligations in any order and manner that the Buyer determines; and
	 	 	 
	 	14.1.3	in payment of the surplus
  (if any) to the Chargor or other person entitled to it.




 


	14.2	Appropriation



 


Neither
the Buyer, any Receiver nor any Delegate shall be bound (whether by virtue of section 109(8) of the LPA 1925, which is varied accordingly,
or otherwise) to pay or appropriate any receipt or payment first towards interest rather than principal or otherwise in any particular
order between any of the Secured Obligations.


 


	14.3	Suspense
                                            account



 


All
monies received by the Buyer, a Receiver or a Delegate under this deed:


 


	 	14.3.1	may, at the discretion of
  the Buyer, Receiver or Delegate, be credited to any suspense or securities realised account;




 




    	16



    	 



    

 


	 	14.3.2	shall bear interest, if any,
  at the rate agreed in writing between the Buyer and the Chargor; and
	 	 	 
	 	14.3.3	may be held in that account
  for so long as the Buyer, Receiver or Delegate thinks fit.




 


	15.	COSTS
                                            AND INDEMNITY



 


	15.1	Costs



 


The
Chargor shall, promptly on demand, pay to, or reimburse, the Buyer and any Receiver, on a full indemnity basis, all costs, charges, expenses,
taxes and liabilities of any kind (including, without limitation, legal, printing and out-of-pocket expenses) incurred by the Buyer,
any Receiver or any Delegate in connection with:


 


	 	15.1.1	taking, holding, protecting,
  perfecting, preserving or enforcing (or attempting to do so) any of the Buyer’s, a Receiver’s or a Delegate’s rights under this deed;
  or
	 	 	 
	 	15.1.2	taking proceedings for, or
  recovering, any of the Secured Obligations,




 


together
with interest, which shall accrue and be payable (without the need for any demand for payment being made) from the date on which the
relevant cost, charge, expense, tax or liability arose until full discharge of that cost, charge, expense, tax or liability (whether
before or after judgment, liquidation, winding up or administration of the Chargor) at the rate of 4% above the Bank of England Base
Rate.


 


	16.	FURTHER
                                            ASSURANCE



 


	16.1	Further
                                            assurance



 


The
Chargor shall promptly, at its own expense, take whatever action the Buyer or any Receiver may reasonably require for:


 


	 	16.1.1	creating, perfecting or protecting
  the security created or intended to be created by this deed;
	 	 	 
	 	16.1.2	facilitating the realisation
  of any of the Charged Property; or
	 	 	 
	 	16.1.3	facilitating the exercise
  of any right, power, authority or discretion exercisable by the Buyer or any Receiver in respect of any of the Charged Property,




 


including,
without limitation, the execution of any mortgage, transfer, conveyance, assignment or assurance of all or any of the assets forming
part of (or intended to form part of) the Charged Property (whether to the Buyer or to its nominee) and the giving of any notice, order
or direction and the making of any filing or registration which, in any such case, the Buyer may consider necessary or desirable.


 




    	17



    	 



    

 


	17.	POWER
                                            OF ATTORNEY



 


	17.1	Appointment
                                            of attorneys



 


By
way of security, the Chargor irrevocably appoints the Buyer, every Receiver and every Delegate separately to be the attorney of the Chargor
and, in its name, on its behalf and as its act and deed, to execute any documents and do any acts and things that:


 


	 	17.1.1	the Chargor is required to
  execute and do under this deed; or
	 	 	 
	 	17.1.2	any attorney deems proper
  or desirable in exercising any of the rights, powers, authorities and discretions conferred by this deed or by law on the Buyer, any
  Receiver or any Delegate.


 


	17.2	Ratification
                                            of acts of attorneys



 


The
Chargor ratifies and confirms, and agrees to ratify and confirm, anything that any of its attorneys may do in the proper and lawful exercise,
or purported exercise, of all or any of the rights, powers, authorities and discretions referred to in clause 17.1.


 


	18.	RELEASE



 


At
the end of the Security Period, the Buyer shall, at the request and cost of the Chargor, take whatever action is necessary to release
the Charged Property from the security constituted by this deed.


 


	19.	ASSIGNMENT
                                            AND TRANSFER
	 	 
	19.1	Neither
                                            party may assign any of its rights, or transfer any of its rights or obligations, under this
                                            deed without the prior written consent of the other party.
	 	 
	20.	AMENDMENTS,
                                            WAIVERS AND CONSENTS
	 	 
	20.1	Amendments



 


No
amendment of this deed shall be effective unless it is in writing and signed by, or on behalf of, each party (or its authorised representative).


 


	20.2	Waivers
                                            and consents



 


	 	20.2.1	A waiver of any right or
  remedy under this deed or by law, or any consent given under this deed, is only effective if given in writing by the waiving or consenting
  party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and
  shall not prevent the party giving it from subsequently relying on the relevant provision.




 




    	18



    	 



    

 


	 	20.2.2	A failure or delay by a party
  to exercise any right or remedy provided under this deed or by law shall not constitute a waiver of that or any other right or remedy,
  prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm this deed. No single
  or partial exercise of any right or remedy provided under this deed or by law shall prevent or restrict the further exercise of that
  or any other right or remedy. No election to affirm this deed by the Buyer shall be effective unless it is in writing.



 


	20.3	Rights
                                            and remedies



 


The
rights and remedies provided under this deed are cumulative and are in addition to, and not exclusive of, any rights and remedies provided
by law.


 


	21.	SEVERANCE



 


	21.1	Severance



 


If
any provision (or part of a provision) of this deed is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part
of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall
not affect the legality, validity and enforceability of the rest of this deed.


 


	22.	COUNTERPARTS



 


	22.1	Counterparts



 


This
deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original,
but all the counterparts shall together constitute one deed.


 


	22.2	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 this 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.
	 	 
	22.3	No
                                            counterpart shall be effective until each party has executed at least one counterpart.
	 	 
	23.	THIRD
                                            PARTY RIGHTS
	 	 
	23.1	Third
                                            party rights



 





	 	23.1.1	Except as expressly provided
  elsewhere in this deed, a person who is not a party to this deed shall not have any rights under the Contracts (Rights of Third Parties)
  Act 1999 to enforce, or enjoy the benefit of, any term of this deed. This does not affect any right or remedy of a third party which
  exists, or is available, apart from that Act.


 




    	19



    	 



    

 


	 	23.1.2	The rights of the parties
  to rescind or agree any amendment or waiver under this deed are not subject to the consent of any other person.



 


	24.	NOTICES



 


	24.1	Delivery



 


Any
notice or other communication given to a party under or in connection with this deed shall be:


 


	 	24.1.1	in writing;
	 	 	 
	 	24.1.2	delivered by hand, by pre-paid
  first-class post or other next working day delivery service or sent by email; and
	 	 	 
	 	24.1.3	sent to:




 


		(a)	the
                                            Buyer at 55 East Monroe Street, Suite 2120, Chicago, Illinois 60603, USA (marked for the
                                            attention of: Adam He)



 


Email
address: adamhe@ipdnusa.com


 


		(b)	the
                                            Chargor at 32 The Phoenix, 8 Bird Street, London, W1U 1BU

                                                                                 

                                                                                Email
                                            address: alanyautakwai@futurecenturylondon.com




 


or
to any other address or email address as is notified in writing by one party to the other from time to time.


 


	24.2	Receipt



 


Any
notice or other communication shall be deemed to have been received:


 


	 	24.2.1	if delivered by hand, at
  the time it is left at the relevant address;
	 	 	 
	 	24.2.2	if posted by pre-paid first-class
  post or other next working day delivery service, on the second Business Day after posting; and
	 	 	 
	 	24.2.3	if sent by email, on transmission.




 




    	20



    	 



    

 


A
notice or other communication given as described in clause 24.2.1 or clause 24.2.3 on a day which is not a Business Day, or after normal
business hours, in the place it is received, shall be deemed to have been received on the next Business Day.


 


	24.3	Service
                                            of proceedings



 


This
clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration
or other method of dispute resolution.


 


	25.	ADDITIONAL
                                            PROVISIONS



 


		25.1	Independent
                                            security



 


This
deed shall be in addition to, and independent of, any other security or guarantee that the Buyer may hold for any of the Secured Obligations
at any time. No prior security held by the Buyer over the whole or any part of the Charged Property shall merge in the security created
by this deed.


 


		25.2	Continuing
                                            security



 


This
deed shall remain in full force and effect as a continuing security for the Secured Liabilities, despite any settlement of account, or
intermediate payment, or other matter or thing, unless and until the Buyer discharges this deed in writing.


 


		25.3	Discharge
                                            conditional



 


Any
release, discharge or settlement between the Chargor and the Buyer shall be deemed conditional on no payment or security received by
the Buyer in respect of the Secured Obligations being avoided, reduced or ordered to be refunded under any law relating to insolvency,
bankruptcy, winding up, administration, receivership or otherwise.


 


	26.	GOVERNING
                                            LAW AND JURISDICTION



 


	26.1	Governing
                                            law



 


This
deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter
or formation shall be governed by and construed in accordance with the law of England and Wales.


 


	26.2	Jurisdiction



 


Each
party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any
dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter
or formation. Nothing in this clause shall limit the right of the Buyer to take proceedings against the Chargor in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any
other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.


 


	26.3	Other
                                            service



 


The
Chargor irrevocably consents to any process in any legal action or proceedings under clause 26.2 being served on it in accordance
with the provisions of this deed relating to service of notices. Nothing contained in this deed shall affect the right to serve
process in any other manner permitted by law.


 


This
document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


 




    	21



    	 



    

 





	Executed and delivered as deed by

                                                                                Alan
                                            Tak Wai Yau
	
	 	[SIGNATURE]
	In
    the presence of:	 
	 	 
		 
	Witness
    signature	 
	 	 
	Claire
    Wang	 
	Witness
    name (BLOCK CAPITALS)	 
	 	 
	 	 
	40
    Gracechurch Street	 
	London,
    England, EC3V 0BT	 
	 	 
	Witness
    address	 
	 	 
	 	 
	Solicitor	 
	Witness
    occupation	 


 




    	22



    	 



    

 


	Executed and delivered as deed by

                                                                     Professional
Diversity Network, Inc. acting by

                                                                     its director, Adam He,
	 
	 	[SIGNATURE]
	In
    the presence of:	 
	 	 
	 	 
	Witness
    signature	 
	 	 
	 	 
	Witness
    name (BLOCK CAPITALS)	 
	 	 
	 	 
	 	 
	 	 
	Witness
    address	 
	 	 
	 	 
	Witness
    occupation	 



 






    	23