UNDERWRITING AGREEMENT between PROFESSIONAL DIVERSITY NETWORK, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • New York
The undersigned, Professional Diversity Network, Inc., a corporation formed under the laws of the State of Delaware and the successor to Professional Diversity Network, LLC (the “Company”), an Illinois limited liability company (“PDN LLC”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March [__], 2013, and effective as of the Merger Date (defined below) (the “Effective Date”), by and between PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (the “Company”), and RUDY MARTINEZ (“Executive”).
CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGERContribution Agreement and Plan of Reorganization and Merger • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc. • Illinois
CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Agreement”), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC f/k/a iHispano.com, LLC, an Illinois limited liability company (“LLC”), PROFESSIONAL DIVERSITY NETWORK, INC., a Delaware corporation (“PDN”), and the holders of outstanding Units (as defined in Section 1.2) who execute this Agreement (or a joinder hereto in the form of Exhibit A) or who otherwise agree to be bound by this Agreement as members (the “Members”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • February 28th, 2013 • Professional Diversity Network, LLC • Services-computer programming, data processing, etc.
THIS DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC, an Illinois limited liability company f/k/a iHispano.com, LLC (the “Company”), DANIEL L. LADURINI (“Daniel”), FERDINANDO LADURINI (“Ferdinando”) and JAMES R. KIRSCH (“James,” together with Daniel and Ferdinando, the “Holders” and each a “Holder”).
