IPDN · Professional Diversity Network, Inc.

The Global Amendment significantly reduces the Company's maximum financing commitment under the Securities Purchase Agreement from $20 million to $8 million, limiting future Pre-Paid Purchase issuances while preserving the existing Initial Pre-Paid Purchase of $8,655,000 issued prior to the amendment. This change provides clarity on the capped exposure for both parties. The revised Minimum Balance Amount formula introduces a more favorable release mechanism for the Company, allowing 70% recovery from the Deposit Account for every dollar paid toward the outstanding Pre-Paid Purchase balance, subject to minimum $50,000 release requests and no Events of Default. Investor must process valid requests within 10 business days. The amendment includes standard representations confirming no defaults exist, full authority to amend, and waiver of any prior claims against the Investor, reinforcing the ongoing validity of the Transaction Documents.