Exhibit
10.2


 


DATED:
27th September 2022


 


Koala
Malta Limited


(Shareholder
1)


 


Professional
Diversity Network, Inc.


(Shareholder
2)


 


Koala
Crypto Limited


(the
Company)


 





 














Shareholders’
Agreement


relating
to Koala Crypto Limited



















 



 









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A
SHAREHOLDERS’ AGREEMENT dated 27th September 2022


 


BETWEEN:


 


		1.	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 ‘Shareholder 1’);
	 	 	 
		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, represented hereon by its Chief Executive Officer, Mr Xin (Adam)
                                            He (hereinafter referred to as ‘Shareholder 2’);



 


(Shareholder
1 and Shareholder 2 shall hereinafter be collectively referred to as the “Shareholders”)


 


IN
THE PRESENCE OF:


 


		3.	KOALA
                                            CRYPTO LIMITED, a private limited liability company registered and incorporated 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 (hereinafter referred to as the “Company”).



 


The
Shareholders and the Company shall be collectively referred to as the “Parties” and individually as a “Party”.


 


WHEREAS


 


	A.	The
                                            Shareholders each hold shares in the Company;
	 	 
	B.	The
                                            Parties wish to set out in this Agreement the terms and conditions which, in addition to
                                            the memorandum and articles of association of the Company, shall govern their relationship
                                            as shareholders of the Company and their mutual understanding with regard to the business
                                            activities of the Company.



 



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NOW
THEREFORE the Parties hereto hereby agree as follows:


 


	1.	INTERPRETATION
	 	 
	1.1	In
                                            this Agreement the following words and expressions shall (unless the context otherwise requires)
                                            have the following meanings respectively:



 


	“Agreement”	 	means
  this shareholders’ agreement;
	 	 	 
	“Articles”	 	means
  the memorandum and articles of association of the Company from time to time;
	 	 	 
	“Business”	 	means
  the business of the Company as carried on from time to time in line with the objects of the Company;
	 	 	 
	“Business
  Days”	 	means
  a day other than Saturday or Sunday or a public or bank holiday when banks are open for business in Malta;
	 	 	 
	“Control”	 	means,
  in relation to a Shareholder, where a person (or that person in conjunction with an affiliate or a related party): (i) holds directly
  or indirectly more than fifty per cent (50%) of the total voting rights conferred by all the issued shares in the capital of that Shareholder
  which are ordinarily exercisable in a general meeting of the shareholders of that Shareholder; or (ii) has the right to appoint the
  majority of the board of directors of the Shareholder; or (iii) has direct or indirect control of the affairs of that Shareholder,
  and “to Control” or “Controlled” shall be construed accordingly;
	 	 	 
	“Encumbrances”	 	means
  any mortgage, security, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right
  or interest, other encumbrance or security interest of any kind restricting the full ownership or the transferability of the relevant
  asset (whether contractual, statutory or otherwise) or any agreement, arrangement or obligation to create any of them;
	 	 	 
	“Exercise
  Price”	 	means
  the price for the sale of the Shares in the Company as a result of the exercise of the Put Option, which shall be the price of USD
  $1,350,000;
	 	 	 
	“Law”	 	means
  the applicable laws and regulations of Malta and any other jurisdiction (as the case may be) relevant to the rights, duties and obligations
  set out in or derived from this Agreement;




 




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	“Ordinary
  Shares” or “Shares” 	 	means
  any shares in the issued share capital of
                                            the Company, of whatever class or denomination;





	 	 	 
	“Person”
  or “Entity”	 	means
  any legal entity including a company, partnership,foundation,trust, unincorporated associations any similar or equivalent organisation,
  whether or not having legal personality;
	 	 	 
	“Relevant
  Percentage”	 	means
  in relation to a Shareholder the proportion which the number of Ordinary Shares held by him bears to the total number of Ordinary Shares
  in issue at the relevant time.




 


	1.2	References
                                            to statutory provisions shall be construed as references to those provisions as respectively
                                            amended or re-enacted or as their application is modified by other provisions (whether before
                                            or after the date hereof) from time to time and shall include any provisions of which they
                                            are re-enactments (whether with or without modification).
	 	 
	1.3	References
                                            to Clauses or to Schedules are to Clauses of or Schedules to this Agreement and references
                                            to sub-clauses are to sub-clauses of the Clause in which the reference appears.
	 	 
	1.4	The
                                            headings are inserted for convenience and shall not affect the construction of this Agreement.
	 	 
	1.5	Unless
                                            the context otherwise requires, references to singular shall include the plural, references
                                            to any gender include other genders and reference to ‘persons’ shall include
                                            bodies, corporate and unincorporated associations and partnerships.
	 	 
	2.	MATTERS
                                            REQUIRING CONSENT OF ALL SHAREHOLDERS
	 	 
	2.1	None
                                            of the following actions or decisions shall be decided, approved, authorised, made or implemented
                                            in respect of the Company or any of its subsidiaries (and no authority to do the same will
                                            be delegated) without the relevant matter or actions first being referred to, and approved
                                            by, all Shareholders of the Company:



 


		(i)	the
                                            granting of security, guarantees, indemnities or Encumbrances by the Company or any of its
                                            subsidiaries;
	 	 	 
		(ii)	the
                                            incurrence of any borrowings by the Company or any of its subsidiaries in excess of a maximum
                                            aggregate sum outstanding at any time of €50,000;
	 	 	 
		(iii)	the
                                            grant of a loan or advance of whatever amount to any person or the grant of credit (other
                                            than normal trade credit);



 




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		(iv)	the
                                            sale, transfer, lease, assignment or disposal in whatever form of any of the undertaking,
                                            property or assets (or any interest in them) of the Company or any of its subsidiaries;
	 	 	 
		(v)	the
                                            issuance of any debentures, debt or equity securities or any securities convertible into
                                            shares or shares in the Company or any of its subsidiaries or grant any option, warrant,
                                            pre-emption or other right to subscribe for such in the Company or any of its subsidiaries
                                            or the making of any changes to the Company’s share capital, including any increase
                                            in share capital of the Company;
	 	 	 
		(vi)	the
                                            implementation of the winding-up or dissolution of the Company or any of its subsidiaries
                                            or file an application in court for the purpose of dissolving the Company or any of its subsidiaries;
	 	 	 
		(vii)	the
                                            acquisition, purchase or subscription for shares, debentures, mortgages or securities (or
                                            any interest in any of them) in any Person;
	 	 	 
		(viii)	the
                                            initiation of any litigation, arbitration or other legal proceedings in any official or quasi-official
                                            forum, or initiation of any negotiation, compromise or settlement, with respect to any claim
                                            or litigation by or against the Company or any of its subsidiaries involving an amount in
                                            excess of €50,000;
	 	 	 
		(ix)	any
                                            material or significant change to the Business strategy or nature of the Business of the
                                            Company or any of its subsidiaries;
	 	 	 
		(x)	the
                                            alteration or amendment of the memorandum and/or articles of association of the Company or
                                            any of its subsidiaries in any way;
	 	 	 
		(xi)	the
                                            making of any material change in the corporate or legal or tax structure of the Company or
                                            any of its subsidiaries (including making any change to the place of incorporation, place
                                            of residence or the legal form of the Company or any of its subsidiaries);
	 	 	 
		(xii)	the
                                            undertaking of any capital call or financing involving recourse to the Shareholders;
	 	 	 
		(xiii)	the
                                            redemption, purchase or acquisition its own Ordinary Shares or securities or otherwise variation
                                            of its issued share capital;
	 	 	 
		(xiv)	the
                                            entering into any agreement, commitment of arrangement to effect any of the foregoing.



 



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	3.	EXERCISE
                                            OF VOTING RIGHTS
	 	 
	3.1	Each
                                            Shareholder shall:



 


		(i)	exercise
                                            all voting rights and powers available to it in relation to the Company so as to give full
                                            effect to the terms of this agreement including, where appropriate, the carrying into effect
                                            of the terms as if they were embodied in the Company’s memorandum and articles of association;
	 	 	 
		(ii)	procure
                                            that the representative nominated by it support and implement all reasonable proposals put
                                            forward at the general meetings of the Company for the proper development and conduct of
                                            the Business as contemplated in this Agreement;
	 	 	 
		(iii)	procure
                                            that all third parties directly or indirectly under its Control refrain from acting in a
                                            manner which hinders or prevents the Company from carrying on the Business in a proper and
                                            reasonable manner; and
	 	 	 
		(iv)	generally
                                            use its best endeavours to promote the Business and the interests of the Company and any
                                            of its subsidiaries.



 


	4.	DIVIDEND
                                            AND DISTRIBUTION POLICY
	 	 
	4.1	Any
                                            distribution of dividends shall be made by the Company to the Shareholders pro rata to
                                            the holding of Ordinary Shares.
	 	 
	5.	TRANSFER
                                            AND SALE OF SHARES
	 	 
	5.1	The
                                            Shareholders agree not to transfer any Ordinary Shares or securities in the Company other
                                            than in compliance with the provisions of the Articles and any applicable laws.
	 	 
	5.2	The
                                            Shareholders shall act in good faith at all times in seeking to ensure that no act is undertaken
                                            by them for the purpose of seeking to avoid the provisions of the Articles in connection
                                            with any direct or indirect transfer of an interest in any Ordinary Shares in the Company
                                            other than in accordance with the Articles.
	 	 
	6.	TAG-ALONG
                                            RIGHT
	 	 
	6.1	No
                                            Shareholder shall enter into or complete a transfer of any of its Ordinary Shares or securities
                                            in the Company to a third party purchaser (such purchaser being a “Tag Purchaser”
                                            and such sale being a “Third Party Tag Sale”) unless it ensures that the
                                            relevant Tag Purchaser offers to buy from all the Shareholders an amount of the Ordinary
                                            Shares or securities in the Company that represents the same proportion of its holding of
                                            Ordinary Shares or securities of the Company as the proportion of the holding of the Ordinary
                                            Shares or securities of the Company of the selling Shareholder that is proposed to be sold
                                            pursuant to the Third Party Tag Sale at a price per share or security that is equal to the
                                            price per share or security in the Third Party Tag Sale and on the same terms as those of
                                            the Third Party Tag Sale (such sale being a “Tag Along Sale”).
	 	 
	6.2	The
                                            selling Shareholder shall notify the other Shareholders of the Company (together, the “Tag
                                            Beneficiaries”) in respect of a Tag Along Sale by written notice which shall specify
                                            the terms of the offer (the “Tag Along Notice”), including:



 


		(i)	the
                                            name and address of the third party purchaser;
	 	 	 
		(ii)	the
                                            type and number of Ordinary Shares to be transferred;



 



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		(iii)	all
                                            elements of any consideration (including any contingent or deferred consideration) payable
                                            to the Shareholders in connection with the contemplated transfer of Ordinary Shares;
	 	 	 
		(iv)	the
                                            proposed price per Ordinary Share to be received in cash on completion of the Tag Along Sale
                                            (excluding the amount of any deferred or contingent consideration potentially receivable
                                            following completion) by any Shareholder selling its Ordinary Shares pursuant to the Tag
                                            Along Notice;
	 	 	 
		(v)	all
                                            the representations and warranties to be given by the Shareholders; and
	 	 	 
		(vi)	any
                                            other material terms or elements of the Tag Along Sale.



 


	6.3	A
                                            Tag Along Notice shall be open for acceptance for a period of not less than ten (10) Business
                                            Days after receipt of it, failing which the relevant Tag Beneficiary shall be deemed to have
                                            waived its tag along right with respect to the relevant Tag Along Notice.
	 	 
	6.4	If
                                            the Tag Along Notice is accepted by a Tag Beneficiary (the “Tagging Shareholder”),
                                            the selling Shareholder shall procure that the Tag Purchaser shall acquire Ordinary Shares
                                            from the selling Shareholders so that the total number of Ordinary Shares acquired by the
                                            Tag Purchaser pursuant to the Tag Along Sale and the Third Party Tag Sale is the aggregate
                                            of (i) the number of Ordinary Shares specified in the Tag Along Notice as being sold by the
                                            selling Shareholder; and (ii) the number of Ordinary Shares that the Tag Beneficiaries elect
                                            to sell in response to the Tag Along Notice.
	 	 
	6.5	The
                                            Tag Along Sale shall be conditional only upon completion of the Third Party Tag Sale and
                                            shall be completed at the same time as the Third Party Tag Sale.
	 	 
	6.6	The
                                            Ordinary Shares to which the Tag Along Right applies shall be transferred at the same price
                                            (for each category of Ordinary Shares) and under the same terms and conditions (including
                                            representations and warranties, which shall be borne by each seller pro rata the sale proceeds
                                            received by it in respect of the transferred Ordinary Shares).
	 	 
	6.7	The
                                            price payable for the Ordinary Shares to which the Tag Along Notice applies shall be payable
                                            wholly in cash.
	 	 
	7.	REPORTING
                                            AND INFORMATION RIGHTS
	 	 
	7.1	The
                                            Company shall ensure that each Shareholder shall receive annual reporting from the Board
                                            of Directors or its authorized officer so that each Shareholder can stay informed regarding
                                            the status of the Company’s operations over a period of time.
	 	 
	7.2	Each
                                            Shareholder of the Company shall be provided with access to and copies of such information
                                            and records of the Company and any of its subsidiaries as it may reasonably require from
                                            time to time for its tax, accounting, internal reporting or compliance purposes.



 


Each
of the Shareholders of the Company shall be afforded access at any reasonable time and from time to time to examine the books, records
and accounts kept by the Company or any of its subsidiaries.


 






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	8.	PUT
                                            OPTION
	 	 
	8.1	Shareholder
                                            2 shall have the right to call upon Shareholder 1 to purchase all of the Shares held by Shareholder
                                            2 in the event of a change of Control of Shareholder 1 or any company forming part of the
                                            same corporate group as Shareholder 1, whether such change of Control takes place on a direct
                                            or indirect basis (the “Put Option”).
	 	 
	8.2	With
                                            respect to the Put Option granted to Shareholder 2 in terms of clause 8.1 above, Shareholder
                                            2 shall have the right to exercise the Put Option by sending the Exercise Notice (as defined
                                            in clause 8.3 below) and requiring Shareholder 1 to purchase all of its Shares in the Company
                                            at the Exercise Price and in accordance with the provisions of this clause 8. Shareholder
                                            2 undertakes to sell its Shares subject to a Put Option to Shareholder 1 in accordance with
                                            the terms and conditions of this Agreement.
	 	 
	8.3	In
                                            the event that Shareholder 2 wishes to exercise the Put Option, Shareholder 2 shall provide
                                            a notice in writing to this effect to Shareholder 1, which notice shall specify the number
                                            of Shares to be acquired by Shareholder 1 pursuant to the Put Option and the Exercise Price
                                            (the “Exercise Notice”).
	 	 
	8.4	The
                                            Put Option shall be deemed exercised on the date of receipt of the Exercise Notice delivered
                                            by hand or on the date of the first presentation by the postal service of the Exercise Notice
                                            (the “Exercise Date”).
	 	 
	8.5	Subject
                                            to any regulatory consents or approvals which may be required, the completion of the Put
                                            Option and the transfer of title to the Shares held by Shareholder 2 to Shareholder 1 shall
                                            occur on a date following the exercise of the Put Option determined by Shareholder 2, being
                                            a date which is no later than 15 days following the Exercise Date (the completion date of
                                            the Put Option being referred to as the “Completion Date”).
	 	 
	8.6	On
                                            the Completion Date, Shareholder 2 shall deliver to Shareholder 1 a share transfer instrument
                                            providing for the sale and purchase of the legal and beneficial ownership of the shares being
                                            sold with full title guarantee and free from any Encumbrance in accordance with the relevant
                                            terms set out in this Agreement, duly signed and made out to Shareholder 1, together with
                                            the share certificates relating thereto and such other documents as Shareholder 1 may reasonably
                                            require to show good title to the shares in question or to enable Shareholder 1 to be registered
                                            as holder of the shares in question.
	 	 
	8.6	Shareholder
                                            1 shall, on the Completion Date and upon receipt of the share transfer instrument as set
                                            out in clause 8.5 above, pay the Exercise Price by wire transfer to a bank account, the details
                                            of which shall be provided by the Shareholder 2.
	 	 
	8.7	Shareholder
                                            1 shall enjoy, as from the Exercise Date, all rights relating to the Shares sold pursuant
                                            to the Put Option.
	 	 
	8.8	The
                                            exercise of the Put Option by Shareholder 2 pursuant to the terms of this Agreement shall
                                            be without prejudice to any other remedies available to such Shareholder whether under this
                                            Agreement or otherwise.



 




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	9.	ACCESSION
                                            OF NEW SHAREHOLDERS
	 	 
	9.1	No
                                            transfer or issue of Ordinary Shares or other securities in the Company may be made in accordance
                                            with this Agreement until the relevant transferee has executed and sent to the Company an
                                            accession agreement substantially identical to the form set out in Schedule 1 attached hereto
                                            (an “Accession Agreement”) pursuant to which it agrees to adhere to the
                                            terms of this agreement.
	 	 
	10.	GOOD
                                            FAITH
	 	 
	10.1	Each
  of the Parties hereto undertakes with each of the others to do all things reasonably within his power which are necessary or desirable
  to give effect to the spirit and intent of this Agreement.
	 	 
	11.	FURTHER
                                            ASSURANCE
	 	 
	11.1	Each
                                            of the Shareholders undertake to the other that it will exercise all voting rights and powers
                                            of control available to it in relation to the Company and any of its subsidiaries so as to
                                            give full effect to the terms and conditions of this Agreement including, where appropriate
                                            but without limitation, the carrying into effect of such terms as if they were embodied in
                                            the memorandum and articles of association of the Company.
	 	 
	11.2	The
                                            Parties hereto shall and shall use their respective reasonable endeavours to procure that
                                            any necessary third parties shall execute and perform all such further deeds documents assurances
                                            acts and things as any of the parties hereto may reasonably require by notice in writing
                                            to the others to carry the provisions of this Agreement into full force and effect.
	 	 
	12.	CONFLICT
	 	 
	12.1	In
                                            the event of any ambiguity or discrepancy between the provisions of this Agreement and the
                                            memorandum and articles of association of the Company, it is intended that the provisions
                                            of this Agreement shall prevail between the Shareholders and accordingly the Shareholders
                                            shall exercise all voting and other rights and powers available to them so as to give effect
                                            to the provisions of this Agreement and shall further (if necessary) procure any required
                                            amendment to the memorandum and articles of association of the Company.
	 	 
	13.	DURATION
	 	 
	13.1	This
                                            Agreement shall continue in full force and effect until the earliest of the following dates:



 


		(i)	the
                                            express written agreement of the Shareholders that this Agreement should cease, or
		(ii)	the
                                            completion of the dissolution and winding up of the Company, or
		(iii)	the
                                            acquisition by one Shareholder of all the shares registered in the name of the other Shareholders;



 






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provided
that the terms of this Agreement will nevertheless continue to bind the Shareholders thereafter to such extent and for so long as may
be necessary to give effect to the rights and obligations embodied herein and provided further that this Agreement shall cease to have
effect as regards as Shareholder who has transferred its Ordinary Shares in accordance with this Agreement provided always that nothing
in this Agreement shall operate so as to prejudice any rights which one party may have against another and which may have accrued before
the date of termination hereunder.


 


	14.	WAIVER
                                            AND VARIATION
	 	 
	14.1	No
  failure to exercise and no delay in exercising on the part of any of the Shareholders any right, power or privilege hereunder shall
  operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further
  exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative
  and not exclusive of any rights or remedies otherwise provided by law. Moreover this Agreement shall not be varied unless the variation
  is expressly agreed in writing by all the Shareholders.




 


	15	CONFIDENTIALITY
	 	 
	15.1	The
                                            Shareholders shall at all times keep confidential (and ensure that their employees and agents
                                            shall keep confidential) any information which they may acquire relating to the Company or
                                            in relation to the business or affairs of any other Shareholder nor to make any public announcement
                                            concerning this Agreement or the matters provided for herein except as agreed in writing
                                            by each Shareholder.
	 	 
	15.2	This
                                            obligation and restriction shall continue to apply after the termination of this Agreement
                                            without limit in point of time except to the extent that said information or knowledge comes
                                            into the public domain through no fault of any Shareholder.
	 	 
	16	THIS
                                            AGREEMENT NOT TO CONSTITUTE A PARTNERSHIP
	 	 
	16.1	None
                                            of the provisions of this Agreement shall be deemed to constitute a partnership between the
                                            Shareholders or any other party or parties hereto and neither of them shall have any authority
                                            to bind the other in any way.
	 	 
	17	SUCCESSORS
	 	 
	17.1	This
                                            Agreement shall operate for the benefit of and be binding on the respective successors in
                                            title and permitted assignees of each of the Parties hereto, but, no Party shall assign or
                                            transfer or purport to assign or transfer any of its rights or obligations hereunder without
                                            the prior written consent of the other Shareholders and without the proposed assignee having
                                            first executed an Accession Agreement.
	 	 
	18	SEVERABILITY
	 	 
	18.1	If
                                            any of the provisions of this Agreement is found by a court or other competent authority
                                            to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement
                                            and the remaining provisions of this Agreement shall continue in full force and effect. Notwithstanding
                                            the foregoing, the Shareholders shall thereupon negotiate in good faith in order to agree
                                            the terms of a mutually satisfactory provision to be substituted for the provision so found
                                            to be void and unenforceable.



 




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	19	LIQUIDATION
	 	 
	19.1	In
                                            the event of the winding up of the Company pursuant to the provisions of this Agreement,
                                            the Shareholders will procure that the Company appoint the liquidator, who shall liquidate
                                            the assets and discharge the liabilities of the Company in accordance with the laws, rules
                                            and regulations applicable to the Company. Any remaining assets after liquidation and repayment
                                            of debts shall be distributed to the Shareholders according to their respective ratios of
                                            Shareholdings. The Shareholders shall execute, do or concur in all necessary or proper instruments,
                                            acts, matters and things for affecting or facilitating the sale, realisation and collection
                                            of the assets of the Company and the due application and division of the proceeds thereof.
	 	 
	20	ENTIRE
                                            AGREEMENT
	 	 
	20.1	This
                                            Agreement supersedes any previous agreement between the Parties in relation to the matters
                                            dealt with herein and represents the entire understanding between the Parties in relation
                                            thereto.
	 	 
	21	NOTICES
	 	 
	21.1	Any
                                            notice to be given under this Agreement shall be in writing and either be delivered by hand
                                            with acknowledgement of receipt or sent by registered post with acknowledgement of receipt,
                                            by email (provided that in respect of email transmission the recipient shall have acknowledged
                                            receipt of such email transmission).
	 	 
	21.2	For
                                            the purposes of the notices pursuant to this Agreement, the relevant details of the Parties
                                            are as follows:



 


		Koala
  Malta Limited




 


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




 


	 	Professional
  Diversity Network, Inc.




 


	 	Attn:	Adam
  He
		Address:	55
                                            East Monroe Street, Suite 2120, 
	 	 	Chicago,
                                            Illinois 60603,
	 	 	USA
	 	Email:	adamhe@ipdnusa.com




 


		Koala
  Crypto Limited




 


	 	Attn:	Mingrui
  Xu
		Address:	Dragonara
                                            Business Centre, 5th Floor,

                                                                                Dragonara
                                            Road,

                                                                                St
                                            Julian’s STJ 3141,

                                                                                Malta

	 	Email:	raymond@koalaplatform.com




 






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	22	MISCELLANEOUS
	 	 
	22.1	Save
                                            as otherwise provided herein, the liability of each Party under this Agreement shall be several
                                            and not joint and several, irrespective of the fact that the Parties are referred to as a
                                            same category of Parties.
	 	 
	22.2	Each
                                            Party shall cooperate with the others and execute and deliver to the others such other instruments
                                            and documents and take such other actions as may be reasonably requested from time to time
                                            in connection with the execution and performance of this Agreement, including the convening
                                            of all meetings and passing of all resolutions reasonably required to give effect to the
                                            terms of this Agreement.
	 	 
	22.3	Any
                                            merger, spin-off or other restructuring transaction involving the Company shall not affect
                                            the rights and obligations of the Parties under this Agreement which shall apply to the shares
                                            and other securities received by the Parties following such restructuring.
	 	 
	22.4	This
                                            Agreement may be executed in any number of parts each of which, when executed by one or more
                                            of the Parties hereto, shall constitute an original document but all of which shall together
                                            constitute one and the same instrument.
	 	 
	23	GOVERNING
                                            LAW
	 	 
	23.1	This
                                            Agreement shall be governed and enforced in accordance with the laws of Malta.
	 	 
	23.2	All
                                            disputes arising out of or in connection with this Agreement shall be exclusively settled
                                            by the courts of Malta.



 


THIS
AGREEMENT WAS SIGNED AND EXECUTED ON THIS THE 27th SEPTEMBER 2022 IN THREE ORIGINALS, ONE FOR EACH PARTY.


 


Signed:


 











		 
	Name:
  Mingrui Xu	
	For
  and on behalf of	 
	Koala
  Malta Limited Shareholder 1	 















 











	 	 
	Name:	 
	For
  and on behalf of	
	Professional
                                            Diversity Network, Inc. Shareholder 2


	 







 




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	Name:
  Mingrui Xu	
	For
  and on behalf of	 
	Koala
  Crypto Limited Company	 













 











		 
	Name:
  Chengyu Li	 
	For
  and on behalf of	
	Koala
  Crypto Limited Company	 







 




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Schedule
1


Accession
Agreement


 


This
Accession Agreement is made the [DAY] day of [MONTH AND YEAR] BETWEEN:


 


(1)
[TRANSFEREE / incoming shareholder] a company incorporated in [COUNTRY] with company number [NUMBER] and having its registered office
at [ADDRESS] (the “New Shareholder”);


 


(2)
[continuing Shareholder] a company incorporated in [COUNTRY] with company number [NUMBER] and having its registered office at [ADDRESS]
(the “Continuing Shareholder”);


 


(3)
KOALA CRYPTO LIMITED, a private limited liability company registered and incorporated 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 (hereinafter referred to as the “Company”).


 


This
Agreement is supplemental to a shareholders’ agreement dated [DATE] between the [TRANSFEROR] a company incorporated in [COUNTRY]
with company number [NUMBER] and having its registered office at [ADDRESS] (the “Transferor”), the Continuing
Shareholder and the Company (the “Shareholders’ Agreement”)


 


1.
The New Shareholder hereby confirms that it has been supplied with a copy of the Shareholders’ Agreement and hereby covenants with
the Continuing Shareholder and the Company to observe, perform and be bound by all the terms of the Shareholders’ Agreement which
are capable of applying to the New Shareholder and which have not been performed at the date hereof to the effect that the New Shareholder
shall be deemed, with effect from the date on which the New Shareholder is registered as a member of the Company, to be a party to the
Shareholders’ Agreement as if the New Shareholder had executed the Shareholders’ Agreement and accordingly, shall be entitled
to the benefits and obligations of the provisions of the Shareholders’ Agreement.


 


3.
The Continuing Shareholder and the Company hereby release the Transferor from all liabilities and obligations arising under the Shareholders’
Agreement after the date on which the New Shareholder is registered as a member of the Company.


 


4.
For the avoidance of doubt, it is hereby agreed and declared that nothing contained in this Agreement shall:


 


(a)
release the Transferor from any liability or obligations accrued or outstanding prior to the date on which the New Shareholder is registered
as a member of the Company; or


 


(b)
release the Continuing Shareholder or the Company from any liabilities (whether present or future) in respect of any of their respective
obligations under the Shareholders’ Agreement.


 


5.
Notices under this Agreement may be served as set out in clause 21 of the Shareholders’ Agreement. The address for service of notices
on the New Shareholder shall be its registered office for the time being (if a company) and the last known address (if an individual)
or such other address as may be notified from time to time in writing by it to the other shareholders from time to time to the Shareholders’
Agreement. Clause 23 of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement.


 



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