0001214659-15-003525.txt : 20150501 0001214659-15-003525.hdr.sgml : 20150501 20150501172217 ACCESSION NUMBER: 0001214659-15-003525 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150501 DATE AS OF CHANGE: 20150501 GROUP MEMBERS: JAMES KIRSCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Professional Diversity Network, Inc. CENTRAL INDEX KEY: 0001546296 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800900177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87999 FILM NUMBER: 15825613 BUSINESS ADDRESS: STREET 1: 801 W. ADAMS STREET STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 312-614-0950 MAIL ADDRESS: STREET 1: 801 W. ADAMS STREET STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60607 FORMER COMPANY: FORMER CONFORMED NAME: Professional Diversity Network, LLC DATE OF NAME CHANGE: 20120402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ladurini Daniel CENTRAL INDEX KEY: 0001571092 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 801 W. ADAMS STREET SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60607 SC 13D/A 1 c51152sc13da2.htm AMENDMENT NO. 2 c51152sc13da2.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
 
SCHEDULE 13D

(Rule 13d-101)
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
 
Professional Diversity Network, Inc.
(Name of Issuer)
 
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
 
74312Y103
(CUSIP Number)
 
Stephen E. Older
McGuireWoods LLP
1345 Avenue of the Americas, 7th Floor
New York, NY 10105-0106
(212) 548-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
April 22, 2015
(Date of Event which Requires Filing of this Statement)
 
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are being sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
CUSIP No. 74312Y103

1
  
NAMES OF REPORTING PERSON
 
Daniel Ladurini
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o (b) o
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
7
  
SOLE VOTING POWER
 
2,290,541 (1)
 
8
  
SHARED VOTING POWER
 
0
 
9
  
SOLE DISPOSITIVE POWER
 
2,290,541 (1)
 
10
  
SHARED DISPOSITIVE POWER
 
0
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,290,541 (1)
12
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.7% (2)
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN

(1)
Includes 2,071,781 shares held by the Ladurini Family Trust, for which Daniel Ladurini is Trustee. Mr. Ladurini holds voting and dispositive power over the shares held by the Ladurini Family Trust. Prior to the consummation of the Issuer’s initial public offering in March 2013, the Ladurini Family Trust entered into option agreements with certain of the Issuer’s directors and officers pursuant to which such directors and officers may purchase, during a ten year exercise period, from the Ladurini Family Trust, up to 10% of the Issuer’s shares of Common Stock held by the Ladurini Family Trust, at $8.00 per share, the initial public offering price.
        
(2)
Based upon 14,598,072 shares of the Issuer’s Common Stock issued and outstanding as of April 24, 2015 (the number of shares reported on the Issuer’s proxy statement on Schedule 14A for the 2015 annual meeting of the Issuer’s stockholders.

 
 
 
 
CUSIP No. 74312Y103

1
  
NAMES OF REPORTING PERSON
 
James Kirsch
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o (b) o
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
7
  
SOLE VOTING POWER
 
1,061,966 (1)
 
8
  
SHARED VOTING POWER
 
2,000 (2)
 
9
  
SOLE DISPOSITIVE POWER
 
1,061,966 (1)
 
10
  
SHARED DISPOSITIVE POWER
 
2,000 (2)
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,431,788 (1)(2)(3)
12
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8% (4)
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN

(1)
1,000 of these shares are held by Mr. Kirsch’s daughter, who shares the same household as Mr. Kirsch, in an account over which Mr. Kirsch serves as custodian.
        
(2)
1,000 of these shares are subject to Mr. Kirsch’s investment power and held in an account for Mr. Kirsch’s adult son and 1,000 of these shares are subject to Mr. Kirsch’s’s investment power and held in an account for Mr. Kirsch’s adult daughter.
        
(3)
Includes 369,322 shares that are currently owned by the Ladurini Family Trust and subject to an option agreement, entered into as of March 2013, between the Ladurini Family Trust and Mr. Kirsch pursuant to which Mr. Kirsch may purchase, during a ten year exercise period, from the Ladurini Family Trust such shares for $8.00 per share, the initial public offering price of such stock, as to which Mr. Kirsch would have sole voting and sole dispositive power upon acquisition. As of the date of this statement, Mr. Ladurini is also the beneficial owner of these 369,322 shares.
        
(4)
Based upon 14,598,072 shares of the Issuer’s Common Stock issued and outstanding as of April 24, 2015 (the number of shares reported on the Issuer’s proxy statement on Schedule 14A for the 2015 annual meeting of the Issuer’s stockholders.

 
 
 
  
Explanatory Note

This amendment (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2014, as amended by Amendment No. 1 thereto, filed with the SEC on September 26, 2014 (together, the “Amended 13D”). This Amendment is being filed to report a change in the beneficial ownership percentage of each Reporting Person (as defined below) as a result of a change in the number of outstanding shares of common stock, par value $0.01 per share (“Common Stock”) of Professional Diversity Network, Inc. (the “Issuer”) following the Issuer’s public offering in April 2015.

Capitalized terms used in this Amendment but not otherwise defined herein have the meanings set forth in the Amended 13D.

Item 1.
Security and Issuer:
 
Item 1 of the Amended 13D is amended and restated as follows.

This Statement is being filed by Daniel Ladurini and James Kirsch (together, the “Reporting Persons”) and relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 801 W. Adams Street, Suite 600, Chicago, Illinois 60607.

Item 2.
Identity and Background:
 
Item 2 of the Amended 13D is amended and restated as follows.

(a)-(c) Mr. Ladurini is an individual and serves as trustee of the Ladurini Family Trust.  His principal occupation is serving as Managing Partner of Fiumalbo Investors L.L.C. and his address is in Lake Forest, Illinois.
 
Mr. Kirsch is an individual whose principal occupation is serving as the Issuer’s chief executive officer and chairman of the board and his business address is 801 W. Adams Street, Suite 600, Chicago, Illinois 60607.
 
(d) and (e) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Each Reporting Person is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration:
 
Item 3 of the Amended 13D is not supplemented or amended by this Amendment.

 Item 4.
Purpose of Transaction:
 
Item 4 of the Amended 13D is not supplemented or amended by this Amendment.

Item 5.
Interest in Securities of the Issuer:
 
Item 5 of the Amended 13D is amended and restated as follows.

(a) This Schedule 13D relates to 3,353,007 shares of Common Stock owned by the Reporting Persons in the aggregate. Based upon 14,598,072 shares of the Issuer’s Common Stock issued and outstanding as of April 24, 2015 (the number of shares reported on the Issuer’s proxy statement on Schedule 14A for the 2015 annual meeting of the Issuer’s stockholders), the Reporting Persons own 23.0% of the Issuer’s outstanding Common Stock.
 
 
 
 
 
(b)
 
(A)
Daniel Ladurini
       
 
(i)
Amount beneficially owned:
2,290,541 (1)
       
 
(ii)
Percent of class:
15.7%
       
 
(iii)
Number of shares as to which the person has:
  
       
   
(w)
Sole power to vote or to direct the vote:
2,290,541 (1)
         
   
(x)
Shared power to vote or to direct the vote:
0
         
   
(y)
Sole power to dispose or to direct the disposition of:
2,290,541(1)
         
   
(z)
Shared power to dispose or to direct the disposition of:
0
 
(1) Includes 2,071,781 shares held by the Ladurini Family Trust, for which Daniel Ladurini is Trustee. Mr. Ladurini holds voting and dispositive power over the shares held by the Ladurini Family Trust. Prior to the consummation of the Issuer’s initial public offering in March 2013, the Ladurini Family Trust entered into option agreements with certain of the Issuer’s directors and officers pursuant to which such directors and officers may purchase, during a ten year exercise period, from the Ladurini Family Trust, up to 10% of the Issuer’s shares of Common Stock held by the Ladurini Family Trust, at $8.00 per share, the initial public offering price.
 
(B)
James Kirsch
       
 
(i)
Amount beneficially owned:
1,433,288 (1)(2)(3)
       
 
(ii)
Percent of class:
9.8%
       
 
(iii)
Number of shares as to which the person has:
  
       
   
(w)
Sole power to vote or to direct the vote:
1,061,966 (2)
         
   
(x)
Shared power to vote or to direct the vote:
2,000 (3)
         
   
(y)
Sole power to dispose or to direct the disposition of:
1,061,966 (2)
         
   
(z)
Shared power to dispose or to direct the disposition of:
2,000 (3)
 
(1) Includes 369,322 shares that are currently owned by the Ladurini Family Trust and subject to an option agreement, entered into as of March 2013, between the Ladurini Family Trust and Mr. Kirsch pursuant to which Mr. Kirsch may purchase, during a ten year exercise period, from the Ladurini Family Trust such shares for $8.00 per share, the initial public offering price of such stock, as to which Mr. Kirsch would have sole voting and sole dispositive power upon acquisition. As of the date of this statement, Mr. Ladurini is also the beneficial owner of these 369,322 shares.
 
(2) 1,000 of these shares are held by Mr. Kirsch’s minor daughter, who shares the same household as Mr. Kirsch, in an account over which Mr. Kirsch serves as custodian.
 
(3) 1,000 of these shares are subject to Mr. Kirsch’s investment power and held in an account for Mr. Kirsch’s adult son and 1,000 of these shares are subject to Mr. Kirsch’s investment power and held in an account for Mr. Kirsch’s adult daughter.
 
(c) No Reporting Persons have effected any transactions in securities of the Issuer during the past sixty days or since the most recent filing on Schedule 13D, whichever is less.

(d) Not applicable.
 
(e) Not applicable.
 
 
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
 
Item 6 of the Amended 13D is amended and supplemented as follows:

In connection with the Issuer’s recent public offering of its Common Stock on the NASDAQ Capital Market, each Reporting Person entered into a Lock-up Agreement, dated as of April 16, 2015 (each, a “Lock-up Agreement”), with Aegis Capital Corp., the Issuer’s sole book-running manager with respect to such public offering of Common Stock. Each Lock-up Agreement, among other things, restricts the Reporting Person party thereto from offering, selling or otherwise transferring or disposing of any shares of Common Stock held by such Reporting Person until July 15, 2015, the day that is 90 days after the date of the final prospectus supplement pertaining to such public offering.

The information set forth in, or incorporated by reference into, Items 4 and 5 of this Amendment is incorporated by reference herein. Other than as described in this Amendment or the Amended 13D, the agreements incorporated by reference herein or therein and set forth as exhibits hereto or thereto, and any option award agreements entered into between the Issuer and any Reporting Person in such Reporting Person’s capacity as an employee of the Issuer, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

Item 7.
Material to Be Filed as Exhibits:

The following is filed herewith as an Exhibit to this Amendment:

Exhibit No.
Description
99.a
Joint Filing Agreement by and among Daniel Ladurini, James Kirsch, and Rudy Martinez, dated as of July 11, 2014 (incorporated herein by reference to Exhibit 99.c to the Schedule 13D filed by the Reporting Persons with the SEC on July 14, 2015)
99.b
Lock-up Agreement, dated as of April 16, 2015, between Daniel Ladurini and Aegis Capital Corp.
99.c
Lock-up Agreement, dated as of April 16, 2015, between James Kirsch and Aegis Capital Corp.

 
 
 
   
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated as of: May 1, 2015.
 
 
       
 
By:
   /s/ Daniel Ladurini
     
Daniel Ladurini
       

       
 
By:
   /s/ James Kirsch
     
James Kirsch
       

 
 
 
 
 
 EX-99.B 2 ex99_b.htm EXHIBIT 99.B ex99_b.htm
Exhibit 99.b
 
Lock-Up Agreement
 
April 16th, 2015
 
Aegis Capital Corp.
810 Seventh Avenue, 18th Floor
New York, New York 10019

Ladies and Gentlemen:
 
The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Professional Diversity Network, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).
 
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.  Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities for bona fide financial and estate planning purposes, including, but not limited to, transfers to any trust for the direct or indirect benefit of the undersigned or a family member of the undersigned; (d) transfers of Lock-Up Securities to a charity or educational institution; (e) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or (f) transfers of Lock-Up Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d), (e) or (f), (i) any such transfer shall not involve a disposition for value and  (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
 
 
 
 
 
If (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.
 
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver.  Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.  In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or transfers of Lock-Up Securities to the Company in transactions exempt from Section 16(b) of the Exchange Act.
 
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
 
The undersigned understands that, if the Underwriting Agreement is not executed by June 30, 2015, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
 
[Signature page follows]
 
 
2
 
 
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
 
  Very truly yours,  
     
       
 
Daniel L. Ladurini, Stockholder
 
 
(Name - Please Print)
 
       
       
       
  /s/ Daniel L. Ladurini  
    (Signature)    
       
       
       
     
 
(Name of Signatory, in the case of entities - Please Print)
 
       
       
       
     
 
(Title of Signatory, in the case of entities - Please Print)
 
       
   Address:        
c/o Professional Diversity Network
801 W. Adams Street, Suite 600
Chicago, Illinois 60607
 
       
       
       
       
 
 
 
3 
 
 EX-99.C 3 ex99_c.htm EXHIBIT 99.C ex99_c.htm
Exhibit 99.c
 
Lock-Up Agreement
 
April 16th, 2015
 
Aegis Capital Corp.
810 Seventh Avenue, 18th Floor
New York, New York 10019

Ladies and Gentlemen:
 
The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Professional Diversity Network, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).
 
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.  Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities for bona fide financial and estate planning purposes, including, but not limited to, transfers to any trust for the direct or indirect benefit of the undersigned or a family member of the undersigned; (d) transfers of Lock-Up Securities to a charity or educational institution; (e) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or (f) transfers of Lock-Up Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d), (e) or (f), (i) any such transfer shall not involve a disposition for value and  (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
 
 
 
 
 
If (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.
 
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver.  Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.  In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or transfers of Lock-Up Securities to the Company in transactions exempt from Section 16(b) of the Exchange Act.
 
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
 
The undersigned understands that, if the Underwriting Agreement is not executed by June 30, 2015, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
 
[Signature page follows]
 
 
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Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
 
  Very truly yours,  
     
       
 
James Kirsch, CEO and Chairman
 
 
(Name - Please Print)
 
       
       
       
  /s/ James Kirsch  
   (Signature)    
       
       
       
     
 
(Name of Signatory, in the case of entities - Please Print)
 
       
       
       
     
 
(Title of Signatory, in the case of entities - Please Print)
 
       
   Address:        
c/o Professional Diversity Network
801 W. Adams Street, Suite 600
Chicago, Illinois 60607
 
       
       
       
       
 
 
 
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