Browse EX-10 agreements

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is entered into as of July 28, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Professional Diversity Network, a Delaware corporation (“Company”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in PPP #1 (defined below).

A.    Company previously sold and issued to Investor that certain Pre-Paid Purchase #1 dated September 5, 2025, as amended, in the original principal amount of $8,655,000.00 (the “PPP #1”) pursuant to that certain Securities Purchase Agreement dated September 5, 2025 by and between Investor and Company (the “Purchase Agreement”, and together with all other documents entered into in conjunction therewith, the “Transaction Documents”).

B.    Company has requested and Investor has agreed, subject to the terms, conditions and understandings expressed in this Agreement, to refrain and forbear temporarily from making purchases under PPP #1.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [ ], 2026, between Professional Diversity Network, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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Form of Lock-Up Agreement

[ ], 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Maxim Group LLC (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement “) with Professional Diversity Network, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of certain securities of the Company.

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_________], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Clear Street LLC, a Delaware limited liability company (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 250,000 warrants (whether or not the underwriter’s over-allotment option is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exer

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February 23, 2026

Dune Acquisition Corporation III
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Clear Street LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitl

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Dune Acquisition Corporation III

[_________], 2026

Dune Acquisition Holdings III LLC
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Dune Acquisition Corporation III (the “Company”) and Dune Acquisition Holdings III LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2026 by and between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-293667) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_________], 2026, is made and entered into by and among Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), Dune Acquisition Holdings III LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_________], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Dune Acquisition Holdings III LLC, a Delaware limited liability company (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 1,300,000 warrants (whether or not the underwriter’s over-allotment option is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordina

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $200,000	Dated as of July 22, 2026

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement (this “Agreement”) is entered into as of July [__], 2026 by and between DUNE ACQUISITION HOLDINGS III LLC (the “Transferor”) and Clear Street LLC (the “Transferee””).

RECITALS

WHEREAS, the Transferor desires to sell 200,000 Class B Ordinary shares, $0.0001 par value per share (the “Shares”) of Dune Acquisition Corporation III (the “Company”) to the Transferee in connection with the Company’s initial public offering (“IPO”) of units of the Company.

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

1. Transfer of the Securities.

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**PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT **

This Private Placement Units Subscription Agreement (this “Agreement”) is made as of this [•] day of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), for itself and on behalf of the several purchasers named on Exhibit A hereto (collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Sponsor, on a private placement basis (the “Offering”), an aggregate of 201,500 units (the “Private Placement Units”) of the Company, each Private Placement Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class****** A Ordinary Shares**”), and one right (the “Rights”) to receive one Class A Ordinary Share (the “Rights Shares”) upon consummation of the Company’s initial Business Combination (as defined below), for an aggregate purchase price of $2,015,000;

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