Exhibit 10.1


 
	 	Doc. No.: 202212PDN16


 
	 	Delivered To:


 


STOCK
PURCHASE AGREEMENT


(Non-U.S.
Purchaser)


 


FOR


 


PROFESSIONAL
DIVERSITY NETWORK, INC.


 


CONFIDENTIAL
DOCUMENT: By receiving and signing this Stock Purchase Agreement, the recipient acknowledges and agrees that (i) all of the information
contained herein is confidential and shall not be disclosed to any third party; provided, however, that this confidentiality obligation
shall not apply to any such information that (a) is part of the public knowledge or literature or (b) becomes part of the public knowledge
or literature (other than by reason of a breach of this provision), (ii) the information contained in this document may constitute “material
non-public information” within the meaning of the United States federal securities laws and, accordingly, except as contemplated
by this document, the recipient shall not buy, sell or trade the securities of the Company (as defined below) or make recommendations
to other person(s) under circumstances in which it is reasonably foreseeable that such person(s) are likely to buy, sell or trade the
Company’s securities until the earlier of (1) one day after the Company publically discloses the completion of the transactions
contemplated by this Stock Purchase Agreement or (2) the Company informs you that the transactions contemplated by this Stock Purchase
Agreement have been terminated, (iii) the recipient will not reproduce this document, in whole or in part; (iv) if the recipient does
not wish to pursue an investment in the Company, it will return this document to the Company or destroy this document as soon as practicable,
together with any other material relating to the Company which the recipient may have received from the Company; and (iv) any proposed
actions by the recipient which are inconsistent in any manner with the foregoing agreements will require the prior written consent of
the Company.


 


STATUS
UNDER UNITED STATES SECURITIES LAWS: The Shares referred to herein have not been registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or any other securities laws, and may not be offered or sold in the United States or to U.S.
persons (as such term is defined in Regulation S under the Securities Act, which includes a resident of the United States holding a “Green
Card” or other forms of residency) unless such securities are registered under the Securities Act or an exemption from the registration
requirements of the Securities Act is available. Any representation to the contrary is a criminal offense. No transfer of the Shares
shall be valid or effective unless (a) such transfer is made pursuant to an effective registration statement under the Securities Act
and in compliance with any applicable securities laws, or (b) the Holder shall deliver to the Company an opinion of counsel in form and
substance reasonably acceptable to the Company that such proposed transfer is exempt from the registration requirements of the Securities
Act and of any applicable securities laws, whether pursuant to the provisions of Regulation S promulgated under the Securities Act or
otherwise. Hedging transactions involving shares of the Company’s Common Stock are prohibited, unless such transactions are conducted
in compliance with the Securities Act. Any person acting contrary to the foregoing restrictions may place such person and the Company
in violation of United States or other securities laws. 


 


HONG
KONG WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong or the United Kingdom. You
are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should
obtain independent professional advice.


 


香港警告:
本文件内容并未被香港或英国有关管理机构审阅.
建议读者在处理此私募要约时谨慎从事.
如您对本文件任何内容有任何疑问, 您应该自己寻找独立的专业咨询.


 




    	 



     


    

 


SUBSCRIPTION
INSTRUCTIONS


 


	1.	Disclosure;
                                            Access to information. The Investor has been furnished with all materials relating to the
                                            business, finances and operations of the Company and materials relating to the offer and
                                            sale of the Securities that have been reasonably requested by the Investor, including, without
                                            limitation, the SEC Reports (as defined below). The Investor understands that its investment
                                            in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic
                                            risk of an investment in the Securities including a total loss, (ii) has such knowledge and
                                            experience in financial and business matters that it is capable of evaluating the merits
                                            and risks of the proposed investment in the Securities and (iii) has had an opportunity to
                                            ask questions of and receive answers from the officers of the Company concerning the financial
                                            condition and business of the Company and others matters related to an investment in the
                                            Securities. Neither such inquiries nor any other due diligence investigations conducted by
                                            the Investor or its representatives shall modify, amend or affect the Investor’s right
                                            to rely on the Company’s representations and warranties contained in Section 3 below.
                                            The Investor has sought such accounting, legal and tax advice as it has considered necessary
                                            to make an informed investment decision with respect to its acquisition of the Securities.



 


	2.	Please
                                            read this Stock Purchase Agreement, which includes and incorporates by reference the attached
                                            Terms and Conditions for Purchase of Shares (Annex I).



 


	3.	If
                                            you wish to subscribe for the purchase of the Shares, please complete and execute this document
                                            and submit your cash payment, as follows:



 


		(a)	Insert
                                            the number of Shares that you wish to purchase, as well as the aggregate purchase price,
                                            on the signature page of this Stock Purchase Agreement.



 


		(b)	Fully
                                            execute the signature page of this Stock Purchase Agreement.



 


		(c)	Fully
                                            complete the “Stock Certificate Information” and “Purchaser Information”
                                            immediately following the signature page.



 


		(d)	Send
                                            the foregoing executed documents to the Company at the following address:



 


Professional
Diversity Network, Inc.


Attention:
Mr. Adam He


55
E. Monroe Street, Suite 2120


Chicago,
Illinois 60603


United
States of America


 


Note
Regarding Electronic Transmissions: A subscription is not complete until original documents with original signatures are
received. Please send all original documents via courier to the address set forth above, even if you also elect to electronically
transmit documents.


 


Please
send your cash payment equal to the aggregate purchase price indicated on the signature page of this Stock Purchase Agreement via wire
transfer as indicated on Page 5 hereof.


 


	4.	Once
                                            submitted, a subscription may not be revoked, cancelled or terminated by the Purchaser.



 


	5.	The
                                            Company expects to complete the closing of the purchase and sale of the Shares with Purchasers
                                            on December 16, 2022 (the “Closing Date”), if you wish to subscribe for the purchase
                                            of the Shares as described in this Stock Purchase Agreement, you should submit the documents
                                            described above, together with your cash payment, as soon as possible. The Company may in
                                            its discretion elect to extend the offering period beyond the Closing Date, but the Closing
                                            Date reflects the Company’s current expectations. Note that the Company may, in its
                                            sole discretion, determine at any time not to proceed with the offering, in which event your
                                            subscription funds will be returned to you, without interest.



 


	6.	The
                                            Purchaser’s subscription to purchase the Shares specified in this Stock Purchase Agreement
                                            shall not be effective until such time as it is accepted by the Company. The subscription
                                            proceeds will be held by the Company pending acceptance of this Stock Purchase Agreement
                                            by the Company. In the event that the Purchaser’s subscription is not accepted by the
                                            Company, the Company will promptly return the aggregate purchase price submitted by the Purchaser,
                                            without interest, to the address indicated below under “Purchaser Information.”



 




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WIRE
TRANSFER INSTRUCTIONS


 


Please
send your cash payment equal to the aggregate purchase price indicated on the signature page of this Stock Purchase Agreement via wire
transfer as indicated below.


 


[INTENTIONALLY
OMITTED]


 




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	To:	Professional Diversity Network, Inc.
	 	55 E. Monroe Street, Suite 2120
	 	Chicago, Illinois 60603




 
	From:	The Undersigned Purchaser


 


The
undersigned (the “Purchaser”), hereby confirms its agreement with you as follows:


 


1. This
Stock Purchase Agreement (the “Agreement”) is made as of the date set forth below between Professional Diversity Network,
Inc., a Delaware corporation (the “Company”), and the Purchaser.


 


2. The
Company has authorized the sale and issuance to one or more purchasers in a private placement (the “Offering”) of 2,325,581
shares of common stock (the “Shares”), US$ 0.01 par value per share (“Common Stock”), subject to the terms and
conditions herein.


3. The
Company and the Purchaser agree that the Purchaser will purchase from the Company and the Company will issue and sell to the Purchaser
the number of Shares set forth on the signature page of this Agreement at a per Share purchase price equal to (i) 80% multiplied by (ii)
the average closing price of the Common Stock for the five (5) trading days immediately prior to the Closing Date, rounded down to the
nearest whole share (the “Purchase Price”). The Company will determine the date upon which subscriptions (if any) will be
accepted. Upon acceptance of your subscription, and receipt of the aggregate Purchase Price, the Company shall register the Shares issued
to you in your name on the Company’s books and records. Promptly following the Closing Date and if you so request, the Company
intends to furnish you with a certificate representing the Shares that have been issued to you.


 


4. The
Purchaser hereby acknowledges that it has received, read and is familiar with this Agreement (consisting of these “Subscription
Pages” and Annex I) and has received, read and is familiar with the Company’s reports as filed with the SEC (except to the
extent that the information in such filings is deemed furnished, and not filed, pursuant to securities laws and regulations) (the “SEC
Reports”), including without limitation the “Risk Factors” set forth under the caption “Item 1A. Risk Factors”
commencing on the recent Form 10-K. Purchaser acknowledges that certain statements contained in the SEC Reports constitute “Forward-Looking
Statements,” as referenced under the caption “Forward-Looking Statements” set forth under the heading “Special
Note Regarding Forward-Looking Statements” in the Form 10-K and, as described therein, Purchaser acknowledges that the Company’s
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including
the risk factors described under the caption “Risk Factors” and elsewhere in the Form 10-K. The Purchaser acknowledges that
its investment in the Shares are subject to the risk factors set forth in the Form 10-K, as well as the SEC Reports.


 


5. The
Purchaser hereby represents and warrants to the Company as follows:


 


(a) The
Purchaser is not a “U.S. person” (as such term is defined in Regulation S under the Securities Act, which includes a resident
of the United States holding a “Green Card” or other forms of residency), and is not acting for the account or benefit of
a “U.S. person.”


 






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(b) The
Purchaser will not offer, sell, or otherwise transfer the common stock sold in this offering to a “U.S. person” (as such
term is defined in Regulation S under the Securities Act, which includes a resident of the United States holding a “Green Card”
or other forms of residency) of the United States within six month period from the date of purchase (the “distribution compliance
period”), unless the transferee certifies that it is not a “U.S. person” (including a resident of the United States
holding a “Green Card” or other forms of residency) of the United States and agree to resell only in accordance with Regulation
S and not to engage in any hedging transactions. Note that the distribution compliance period may last for one year in the event the
Company ceases to be a reporting company or ceases to be current in its SEC reporting.


 


(c) The
Purchaser has adequate means of providing for Purchaser’s current needs and any unexpected needs in the future even without the
funds that Purchaser might invest pursuant to this Agreement. The Purchaser neither has nor anticipates any need to sell the Shares in
the foreseeable future. The Purchaser is able to bear the economic risks of this investment, is able to hold the Shares for an indefinite
period of time, and has a sufficient net worth to sustain a loss of the entire investment in the Shares in the event that such a loss
occurs. The Purchaser’s commitment in the Shares and other non-marketable investments will not be a disproportionate part of Purchaser’s
net worth.


 


(d) The
Purchaser, either alone or with one or more of its representatives, has such knowledge and experience in financial and business matters
that the Purchaser is capable of evaluating the merits and risks of an investment in the Company.


 


(e) The
Purchaser confirms that, if requested by Purchaser, all documents, records and books pertaining to this proposed investment in the Company
have been made available to the Purchaser and his advisors, and they have made such examinations of the foregoing as the Purchaser and
his advisors have deemed necessary in connection with such investment in the Company.


 


(f) The
Purchaser has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the terms and conditions
of this investment, and such officers of the Company have answered all such questions to the full satisfaction of the Purchaser.


 


(g) The
Shares will be acquired for the Purchaser’s own account for investment, and not for the account of any other person nor with a
view to resell, distribute, or participate in any distribution of the Shares in a manner which would require the registration of the
Shares under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


(h) The
Purchaser understands that no U.S. or other securities administrator has made any finding or determination relating to the merits or
fairness of an investment in the Shares, and no such securities administrator has or will recommend or endorse any offering of the Shares.


 


(i) It
has been called to the Purchaser’s attention, both in this Agreement and by those individuals with whom the Purchaser has dealt
in connection with investing in the Company, that the Purchaser’s investment in the Company is a speculative investment and involves
a degree of risk which might result in the loss of the Purchaser’s entire investment. The Purchaser acknowledges that the Company
has made available to the Purchaser or the Purchaser’s representative(s) the opportunity to obtain additional information with
which to evaluate the merits and risks of this investment. By reason of the Purchaser’s business and financial experience, the
Purchaser has acquired the capacity to protect the Purchaser’s interest in investments of this nature. In reaching the conclusion
that the Purchaser desires to acquire the Shares, the Purchaser has carefully evaluated its financial resources and investment position
and the risks associated with this investment.


 






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(j) In
making the Purchaser’s investment decision, the Purchaser has relied solely upon its review of the Company’s filings with
the SEC, as well as any investigations of the Company made by the Purchaser and the Purchaser’s representatives, if any. The Purchaser
has received no representations from the Company or its principals, officer or directors.


 


(k) No
representations have been made to the Purchaser concerning projected results, expected yields or any other prospective information concerning
operation of the Company.


 


(l) The
Purchaser, if an individual, is a bona fide citizen and resident of the country set forth in the “Purchaser Information”
section of this Agreement, and the addressees set forth in the “Purchaser Information” section of this Agreement are the
true and correct business and home addresses of the Purchaser. The address set forth in the “Purchaser Information section of this
Agreement is the true and correct business address of the Purchaser.


 


(m) Purchaser
was not located in the United States at the time that (i) any offer to purchase the Shares was made to the Purchaser, and (ii) the buy
order for the Shares was made.


 


6. The
Purchaser hereby acknowledges and agrees to the following:


 


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


 


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


 


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


 


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


 


7. The
Company hereby agrees and covenants with the Purchaser that the Company will not register any transfer of the Shares except to the extent
required by the law of any country other than the United States, unless such transfer is made (i) in accordance with the provisions of
Regulation S, (ii) pursuant to registration under the Securities Act, or (iii) pursuant to an available exemption from registration.


 


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


[Purchaser’s
Signature and Information Pages Follow]


 




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IN
WITNESS WHEREOF, this Stock Purchase Agreement is entered into by the undersigned Purchaser and the Company as of the date indicated
below.


 


	“PURCHASER”	 
	 	 
	By:	                       	 
	Print Name: Hongjun Chen	 




 


Estimated
Closing Date: December 16, 2022


 


Number
of Shares Subscribed For: 2,325,581


 


	Aggregate
  Purchase Price:	$1,000,000	 




 


ENGLISH
LANGUAGE NOTE TO PURCHASER: This Agreement, including Annex I attached hereto, is set forth exclusively in the English language. The
Purchaser acknowledges and agrees that either alone or with the Purchaser’s advisors, that it fully understands the contents of
these documents and also the contents of the Company’s SEC Reports (as referenced in Section 4 above).


 


CHINESE
NOTE TO PURCHASER 致认购者: 本协议,包括附件I,
只有英文版本。认购者承认并同意其本人或在其顾问人员的协助下对本协议文件以及本公司向美国证监会提交的报告(如上述第四节所提及的)完全理解。


 


	AGREED AND ACCEPTED:	 
	PROFESSIONAL DIVERSITY NETWORK, INC.	 
	 	 
	By:	 	 
	Title:	 Chief Executive Officer	 
	Date:	December 16, 2022	 




 




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STOCK
CERTIFICATE INFORMATION


 


Purchaser:
Unless an alternative name is provided below, the Company will issue the Shares to be issued to you upon acceptance of your
subscription in the name shown on the signature page of this Agreement:


 


	The
    exact name that your Shares are to be registered in.	Hongjun
    Chen


 


PURCHASER
INFORMATION


 


The
purpose of the following is to assure the Company that each Purchaser will meet applicable suitability requirements under relevant securities
laws. The information supplied by you below will be used by the Company in determining whether you meet such criteria, and reliance upon
applicable exemptions from registration is based in part on the information herein supplied.


 


By
providing the following information, you are representing to the Company that such information is true and correct and you are authorizing
the Company to provide such information to such parties as the Company deems appropriate in order to ensure that the offer and sale of
the Shares will not result in a violation of applicable securities laws, that you otherwise satisfy the suitability standards applicable
to Purchasers of the Shares. All potential Purchasers must provide the information requested below. Please print or type your responses
and attach additional sheets of paper if necessary to complete your answers to any item.


 


	Name:	Hongjun Chen
	Business Address:	 
	 	(Number and Street)




 


	(City)	(Country)	(Postal
    Code)
	 	 	 
	Telephone
    Number:  


 


	Resident Address:	 
	 	(Number and Street)






 


	(City)	(Country)	(Postal
    Code)



 
	Telephone Number:	(    )	 


 
	Age: ______________	Citizenship:	 


 






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ANNEX
I


 


TERMS
AND CONDITIONS FOR PURCHASE OF SHARES


 


1. AGREEMENT
TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.


 


1.1 PURCHASE
AND SALE. At the Closing (as defined in Section 2.1), the Company will sell and issue to the Purchaser, and the Purchaser will purchase
and acquire from the Company, upon the terms and conditions hereinafter set forth, the number of Shares as referenced on the subscription
pages to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Subscription Pages”), all
at the purchase price set forth on such Subscription Pages.


 


1.2 OTHER
PURCHASERS. As part of the Offering, the Company may enter into substantially this same form of Stock Purchase Agreement with other purchasers
(the “Other Purchasers”). The Purchaser and the Other Purchasers (if any) are hereinafter sometimes collectively referred
to as the “Purchasers,” and this Agreement and the Stock Purchase Agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the “Agreements.”


 


2. DELIVERY
OF SHARES AT CLOSING.


 


The
completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of Professional Diversity Network,
Inc. at 10:00 am on December 16, 2022 (the “Closing Date”). At the Closing, the Company shall accept those subscriptions
for Shares as it may in its discretion determine and shall register the Shares issued to you in your name on the Company’s books
and records. Promptly following the Closing, the Company intends to furnish you with a certificate disclosing the Shares that have been
issued to you.


 


3. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASER.


 


3.1 PURCHASER
ACKNOWLEDGEMENT. The Purchaser, for itself only, represents and warrants to, and covenants with, the Company that: (a) the Purchaser
understands that the Shares are “restricted securities” and have not been registered under the Securities Act or under applicable
state securities or blue sky laws and Purchaser is acquiring the number of Shares set forth on the Subscription Pages in the ordinary
course of its business and for its own account for investment only, and not with a view to, or for sale in connection with, any distribution
thereof, nor with the intention of distributing or reselling same; (b) the Purchaser will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares
except in compliance with the Securities Act and other applicable securities laws and the respective rules and regulations promulgated
thereunder; (c) the Purchaser has answered all questions on the Subscription Pages and the answers thereto are true and correct as of
the date hereof and will be true and correct as of the Closing Date and the related information may be relied upon by the Company; and
(d) the Purchaser has, in connection with its decision to purchase the number of Shares set forth on the Subscription Pages, relied only
upon information set forth in the SEC Reports. Purchaser understands that the issuance of the Shares to the Purchaser has not been registered
under the Securities Act, or registered or qualified under any other securities laws in reliance on specific exemptions therefrom, which
exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.


 






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3.2 POWER
AND AUTHORITY. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has the capacity
to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).


 


3.3 NO
DISPOSITIONS. The Purchaser represents and warrants that it will not offer, sell, or otherwise transfer the common stock sold in this
offering to a “U.S. person” (as such term is defined in Regulation S under the Securities Act, which includes a resident
of the United States holding a “Green Card” or other forms of residency) within a six month period from the date of purchase
(the “distribution compliance period”) unless the transferee certifies that it is not a “U.S. person” (including
a resident of the United States holding a “Green Card” or other forms of residency) of the United States and agree to resell
only in accordance with Regulation S. Further, the Purchaser will not engage in any hedging or other transaction which is designed to
or could reasonably be expected to lead to or result in a disposition of common stock of the Company by the Purchaser or any other person
or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect
any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or
any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the common stock of
the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the common stock of the Company. Note that the distribution compliance period may last for one year
in the event the Company ceases to be a reporting company or ceases to be current in its SEC reporting.


 


3.4 NO
TAX OR LEGAL ADVICE. The Purchaser understands that nothing in this Agreement, or any other materials presented to the Purchaser in connection
with the purchase and sale of Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.


 






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4. SHELF
REGISTRATION AND RELATED MATTERS


 


4.1 SHELF
REGISTRATION. No later than 45 days after the later of (a) the Closing Date and (b) the date on which the Company files with the U.S.
Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for the year ended December 31, 2022,
the Company shall file with the Commission a registration statement (the “Shelf Registration Statement”) under the
Securities Act to permit the public resale of all the Shares purchased hereunder by the Purchasers (such Shares, together with any securities
issued or issuable with respect to such Shares by way of dividend or distribution or in connection with any reorganization, recapitalization,
stock split or reverse stock split, the “Registrable Securities”) from time to time as permitted by Rule 415 under the Securities
Act and shall use commercially reasonable efforts to cause such Registration Statement to become or be declared effective as soon as
practicable after the filing thereof but in any event no later than 90 days after the later of the dates specified in clauses (a) and
(b) of this sentence. Following the effective date of the Shelf Registration Statement, the Company shall notify the Purchaser of the
effectiveness of such Registration Statement.


 


4.2. The
Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to Company, on Form S-1 or such other form of
registration statement as is then available to effect a registration for resale of the Registrable Securities and shall contain a prospectus
in such form as to permit any Purchaser to sell its Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor
or similar rule adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement.
The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to the
Purchasers and requested by the holders of the majority of Registrable Securities (the “Majority Holders”); provided, however,
that in no event shall the Company be required to take any action not expressly contemplated herein to facilitate an underwritten offering
of Registrable Securities pursuant to the Shelf Registration Statement.


 


4.3 The
Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented
and amended to the extent necessary to ensure that the Shelf Registration Statement is available for the resale of all the Registrable
Securities by the Purchasers, until the expiration of the Required Effectiveness Period. The “Required Effectiveness Period”
for each Purchaser shall mean the period commencing on the date the Shelf Registration Statement becomes effective and ending on the
earliest of (a) the date all Registrable Securities have been sold by such Purchaser, (b) the date all Registrable Securities becomes
eligible for resale by such Purchaser without restriction and without volume limitations or the need for current public information pursuant
to any section of Rule 144 under the Securities Act (or any similar rule then in effect), and (c) the second anniversary of the Closing
Date.


 


4.4 The
Company shall promptly notify each Purchaser, at any time when a prospectus relating to Registrable Securities covered by the Shelf Registration
Statement is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, and at the request of any such Purchaser promptly prepare and furnish to such Purchaser
a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under
which they were made.


 






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4.5 Each
Purchaser agrees by acquisition of Registrable Securities that upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4.4 of this Annex I, such Purchaser will forthwith discontinue such Purchaser’s disposition
of Registrable Securities pursuant to the Shelf Registration Statement until such Purchaser’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4.4 of this Annex I as filed with the Commission or until it is advised in writing
by the Company that the use of such Registration Statement may be resumed, and, if so directed by the Company, will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus
relating to such Registrable Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders
to enforce the provisions of this Section 4.5.


 


4.6 Notwithstanding
any other provision of this Section 4, the Company shall have no obligation to include Registrable Securities of a Purchaser in the Shelf
Registration Statement if such Purchaser has failed to timely furnish such information that the Company determines, after consultation
with its counsel, is reasonably required in order for the Shelf Registration Statement or any prospectus supplement, as applicable, to
comply with the Securities Act.


 


4.7 ‎Notwithstanding
any other provision of this Section 4, the Company may (a) delay ‎filing or effectiveness of the Shelf Registration Statement (or
any amendment ‎thereto) or (b) suspend the Purchasers’ use of any prospectus that is a part of the ‎Shelf Registration
Statement upon written notice to each Purchaser whose ‎Registrable Securities are included in such Shelf Registration Statement ‎‎(provided
that in no event shall such notice contain any material non-public ‎information regarding the Company) (in which event each such
Purchaser shall ‎immediately discontinue sales of Registrable Securities pursuant to the Shelf ‎Registration Statement but may
settle any then-contracted sales of Registrable ‎Securities), in each case for a period of up to 60 days, if the Company’s
Board of ‎Directors determines in good faith (i) that such delay or suspension is in the best ‎interest of the Company and its
stockholders because it would materially interfere with a ‎pending transaction involving the Company (including a pending securities
offering by ‎the Company or any proposed financing, acquisition, merger, tender offer, business ‎combination, corporate reorganization,
consolidation or other significant ‎transaction involving the Company), (B) that, in the absence of such delay or ‎suspension,
the Company would be unable to comply with applicable securities laws or ‎‎(C) that, in the absence of such delay or suspension,
the Company would be required to ‎disclose material information that the Company has a bona fide business purpose for ‎preserving
as confidential (any such period, including any period under Section 4.5 of this Annex I, a “Suspension Period”);
provided, however, that the Company may exercise ‎its rights under this Section 4.7 only twice in any twelve-month period ‎and
in no event shall any Suspension Periods collectively exceed an aggregate of ‎‎120 days in any twelve-month period. The date
specified in clause (c) of the ‎definition of “Required Effectiveness Period” in Section 4.3 of this Annex I shall
be extended by ‎the number of days during any Suspension Period. The Company shall promptly notify ‎the Purchasers when the Purchasers
may recommence sales under the Shelf ‎Registration Statement.‎


 


4.8 Each
Purchaser agrees not to effect any public sale or distribution of Registrable Securities ‎for a period of up to 60 days following
completion of an underwritten offering of equity ‎securities by the Company; provided that (a) the Company gives written notice to
such Purchaser of the ‎date of the commencement and termination of such period with respect to any such ‎underwritten offering
and (ii) the duration of the foregoing restrictions shall be no longer ‎than the duration of the shortest restriction generally imposed
by the underwriters of ‎such underwritten offering on the Company or on the officers or directors or any other ‎shareholder of
the Company on whom a restriction is imposed; provided further, that this ‎Section 4.8 shall not apply to any Purchaser that, together
with such Purchaser’s ‎Affiliates, holds less than 5% of the outstanding shares of the Company’s Common Stock.‎


 






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5. SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.


 


Notwithstanding
any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Purchaser
herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Shares being purchased and the payment therefor.


 


6. NOTICES.


 


All
notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic United States
by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile,
or (B) if delivered to or from a location outside the United States, by International Federal Express (or comparable service) or facsimile
or email, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after
so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) business day after so mailed, (iii) if delivered by
International Federal Express (or comparable service), two (2) business days after so mailed, (iv) if delivered by facsimile or email,
upon electric confirmation of receipt and shall be delivered as addressed as follows:


 


(a)    if to the Company, to:


 


Professional Diversity Network, Inc.


55 E. Monroe Street, Suite 2120


Chicago, Illinois 60603


Attn: Adam He


Email: adamhe@ipdnusa.com





 


(b) if
to the Purchaser, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the
Company in writing.


 


7. CHANGES.


 


This
Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchasers that have
executed Agreements for the purchase of a majority of the Shares sold or to be sold in the Offering.


 


8. LANGUAGE.


 


This
Agreement (including the Subscription Pages) is set forth in the English language, which shall control over any versions of this Agreement
in any other language. Either party may at its own expense prepare versions of this Agreement and the other Transaction Documents in
any other language that are deemed necessary, advisable or appropriate.


 






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9. HEADINGS.


 


The
headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.


 


10. SEVERABILITY.


 


In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


11. GOVERNING
LAW.


 


This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to
the principles of conflicts of law.


 


12. FORUM
SELECTION.


 


The
Company and Purchasers agree that any dispute, controversy of claim arising out of or relating to this Agreement, or the breach, termination
or invalidity hereof shall be subject to the exclusive jurisdiction and venue of the federal and state courts located in the United States,
and the Company and the Purchasers do hereby consent to the personal and exclusive jurisdiction of these courts.


 


13. FEES
AND EXPENSES.


 


Each
party hereto shall be solely responsible for the fees and expenses incurred by such party in connection with the Offering.


 


14. COUNTERPARTS.


 


This
Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and
delivered to the other parties.


 


15. CONFIDENTIAL
DISCLOSURE AGREEMENT.


 


Notwithstanding
any provision of this Agreement to the contrary, the confidentiality provision contained on the cover page of this document shall remain
in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions
contemplated hereby; provided, that the confidentiality obligations set forth in any such confidential disclosure agreement shall not
apply to any information that is part of the public knowledge or literature (other than by reason of a breach of such confidential disclosure
agreement).


 






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