UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2014
 
YOUR INTERNET DEFENDER INC.	
(Exact Name of Registrant as Specified in its Charter)
 
Nevada	 	333-176581	 	30-0687898	
(State or Other
Jurisdiction of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

 

20 E. Sunrise Highway, Suite 202
Valley Stream, NY 11581	
(Address of Principal Executive Office) (Zip Code)	
Registrant's telephone number, including area code: (863) 669-3724
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below): 
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	

 	
 
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K (the "Current Report") may contain "forward looking" statements or statements which arguably imply or suggest certain things about our future. Statements which express that we "believe," "anticipate," "expect," or "plan to," and any other similar statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements. You are cautioned not to place undue reliance on these forward looking statements. The forward-looking statements speak as of the date hereof, and we do not undertake any obligation to update or revise any forward looking statements, except as expressly required by law.
 
Section 1 – Registrant's Business and Operations
 
ITEM 1.01 		ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT	
 
Securities Exchange and Acquisition Agreement
 
On August 5, 2014, Your Internet Defender Inc., a Nevada corporation (the "Company"), entered into a Securities Exchange and Acquisition Agreement (the "Acquisition Agreement") with Corindus, Inc., a Delaware corporation ("Corindus"), to acquire Corindus and its wholly owned subsidiary, Corindus Security Corporation, a Delaware corporation. Pursuant to the terms thereof, at Closing (as defined in the Acquisition Agreement) (i) all outstanding shares of common stock of Corindus, $0.01 par value per share (the "Corindus Shares"), will be exchanged for shares of the Company's common stock, $0.0001 par value per share (the "Company Common Stock"), and (ii) all outstanding options and warrants to purchase Corindus Shares (the "Corindus Options" and "Corindus Warrants") will be exchanged for or replaced with options and warrants to acquire shares of Company Common Stock (the "Company Options" and "Company Warrants," respectively) (the "Transaction"). The Company will acquire Corindus Security Corporation pursuant to an Interest Transfer Agreement between Corindus and the Company. Following the Closing, Corindus and Corindus Security Corporation will be wholly owned subsidiaries of the Company.
 
Corindus is a global technology leader in robotic-assisted vascular interventions. Corindus' flagship product, the CorPath ® Vascular Robotics System (the "CorPath System") brings the precision and accuracy of robotic technology to percutaneous coronary intervention ("PCI") procedures performed in an interventional cath lab and is the first robotic system that offers interventional cardiologists precise procedure and stent control during vascular interventions. The CorPath System is intended for use in the remote delivery and manipulation of coronary guide wires and rapid exchange balloon/stent catheters during PCI procedures. In July 2012, Corindus received 510(k) clearance for the CorPath System and initiated a limited commercial launch in the U.S. While Corindus is initially targeting PCI procedures, we believe its open platform technology is capable of addressing all segments of the vascular market, including peripheral, carotid, neuro and other more complex cardiac interventions such as structural heart. Corindus is committed to improving patient care by empowering interventionalists with precise, cost-effective, robotic-assisted control of vascular devices in a less hazardous work environment.
 
Issuance and Exchange of Company Shares for Corindus Shares
 
At Closing, to be held in accordance with the provisions in the Acquisition Agreement and subject to the terms and agreements set forth therein, each Corindus Share outstanding immediately prior to the Closing will be exchanged for the respective number of validly issued, fully paid and non-assessable shares of Company Common Stock (the "Company Shares"), with all fractional shares to be rounded up to the nearest whole share. The exchange ratio for converting Corindus Shares into Company Shares will be 25.00207 Company Shares for each Corindus Share (the "Exchange Ratio"). Accordingly, the Company will issue 73,360,287 Company Shares in exchange for 100% of the outstanding Corindus Shares.
 
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Issuance and Exchange of Company Options and Company Warrants for Corindus Options and Corindus Warrants
 
At Closing, the Company will issue Company Options in exchange for or replacement of the Corindus Options which were previously issued under the Corindus 2006 Option Plan and the Corindus 2008 Option Plan. The Company Options will cover a number of Company Shares equal to the product (rounded down to the next whole number of Company Shares) of the number of Corindus Shares underlying each Corindus Option immediately prior to the Closing multiplied by the Exchange Ratio, and will have an exercise price per Company Share equal to the per share exercise price of such Corindus Option immediately prior to the Closing divided by the Exchange Ratio. The Company Options will continue to vest and become exercisable following the Closing on the same time-vesting schedule as in effect prior to the Closing, based on the option holder’s continued service to the Company. The Company will similarly issue Company Warrants in exchange for Corindus Warrants. The Company will reserve 9,035,016 and 5,029,865 Company Shares for issuance upon the exercise of Company Options and Company Warrants, respectively. The 2014 Stock Award Plan and forms of option to be adopted at Closing are filed as exhibits to this Form 8-K and are incorporated herein by reference.
 
Lock-up Agreements on Company Shares, Company Options and Company Warrants
 
The holders of Corindus Shares (the "Corindus Shareholders"), the holders of Corindus Options issued pursuant to the Corindus 2006 Option Plan (the "2006 Option Plan") and the holders of Corindus Warrants will execute lock-up agreements (the "Lock-Up Agreements") which provide for an initial 12-month lock-up period followed by a subsequent 12-month limited sale period, commencing with the date of Closing. Each holder of Corindus Options issued pursuant to the Corindus 2008 Option Plan will be required to execute the same Lock-Up Agreement upon exercise of their replacement Company Options. The form of Lock-Up Agreement is filed hereto as an exhibit to this Form 8-K and is incorporated herein by reference.
 
Spin-Out of the Company's Former Operating Business
 
At Closing, the Company will transfer its former operations to Lisa Grossman, a former officer and shareholder of the Company, in exchange for the satisfaction of a promissory note issued to her in the principal amount of $248,831.59 (the "Grossman Note"). Thereafter, the business of Corindus will become the sole focus of the Company and, as soon as is practicable after the Closing, the Company will change its name to "Corindus Vascular Robotics, Inc."
 
Increase in Authorized Shares of the Company and Name Change
 
As soon as practicable after Closing, the Company will file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada to change its name to "Corindus Vascular Robotics, Inc." and to increase its authorized capital stock from 151,000,000 shares to 260,000,000 shares (250,000,000 shares of common stock at $0.0001 par value per share and 10,000,000 shares of preferred stock at $0.0001 par value per share).
 
Repurchase of Outstanding Company Shares
 
Immediately after Closing, the majority shareholder of the Company and another shareholder of the Company will sell an aggregate of 31,143,700 shares of the Company's common stock to the Company at par value (or an aggregate of $3,114.37) pursuant to a written agreement between such shareholders and the Company (the "Repurchase Agreement"), which Repurchase Shares will be immediately canceled and returned to the authorized but unissued shares of the Company.
 
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Change in Directors and Officers of the Company
 
At Closing, the current sole director of the Company will nominate and appoint the board designees of Corindus to the Company's Board of Directors, and immediately thereafter, the sole director of the Company will resign and the Company's new Board of Directors will appoint the officer designees to serve as officers of the Company.
 
Equity Infusion of $2 Million
 
Immediately after Closing, a private investor (the "Private Investor") will purchase one million shares of the Company's common stock at a purchase price of $2.00 per share (the "Equity Infusion") pursuant to a stock purchase agreement to be entered into prior to the Closing by and between the Company and the Private Investor (the "Stock Purchase Agreement"), provided, however that upon the closing of the Equity Infusion, the number of issued and outstanding shares of Company Common Stock held by non-Corindus Shareholders will not exceed 21,856,300 shares. The Company will grant registration rights to the Private Investor covering the shares purchased under the Stock Purchase Agreement pursuant to a registration rights agreement entered into prior to the Closing by and between the Company and the Private Investor (the "Private Investor Registration Rights Agreement"). The Stock Purchase Agreement and the Private Investor Registration Rights Agreement are filed as exhibits to this Form 8-K and are incorporated herein by reference.
 
Demand Registration Rights Agreement
 
Immediately after Closing, the Company will enter into a demand registration rights agreement (the “Demand Registration Rights Agreement”) with Koninklijke Philips N.V., HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P., HealthCor Partners Fund II, LP and 20/20 Capital III LLC, in order to grant such shareholder demand, piggy-back and S-3 shelf registration rights with respect to their ownership of shares of Company Common Stock. The Demand Registration Rights Agreement is filed as an exhibit to this Form 8-K and is incorporated herein by reference.
 
Closing
 
The Closing is expected to occur on or before August 12, 2014. If the Closing fails to occur by August 12, 2014 or by such later date to which the Closing may be extended, the Acquisition Agreement will automatically terminate, all parties will pay their own expenses incurred in connection therewith and no party thereto will have any further obligations thereunder.
 
Immediately after Closing, after giving effect to the issuance of the Exchange Shares and Equity Infusion shares and the cancellation of the Repurchase Shares, the number of shares of Company Common Stock issued and outstanding will be 95,216,587, of which the former Corindus shareholders will own approximately 77%. After giving effect to the issuance of the Exchange Shares and Equity Infusion shares and the cancellation of the Repurchase Shares and assuming the issuance of the shares of Company Common Stock reserved for issuance upon exercise of the Company Options and Company Warrants, the number of shares of Company Common Stock issued and outstanding will be 109,281,468, of which the former Corindus shareholders, option holders and warrant holders will own 80%.
 
The Acquisition Agreement has been attached as an exhibit hereto to provide information regarding its terms. It is not intended to modify or supplement any factual disclosures about the Company or Corindus in any public reports filed by the Company with the U.S. Securities and Exchange Commission. The representations, warranties, and covenants contained in the Acquisition Agreement were made only for purposes of the Acquisition Agreement as of the specified dates set forth therein, were solely for the benefit of the parties to the Acquisition Agreement, and are subject to limitations agreed upon by the parties to the Acquisition Agreement, including being qualified by confidential disclosure schedules provided by the Company and Corindus in connection with the execution of the Acquisition Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Acquisition Agreement. Moreover, certain representations and warranties in the Acquisition Agreement have been made for the purposes of allocating risk between the parties to the Acquisition Agreement instead of establishing matters of fact. Accordingly, the representations and warranties in the Acquisition Agreement may not constitute the actual state of facts about the Company or Corindus. The representations and warranties set forth in the Acquisition Agreement may also be subject to a contractual standard of materiality different from the actual state of facts or the actual condition of the Company or Corindus or any of their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Acquisition Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
 
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The foregoing is a summary of the material terms of the Acquisition Agreement. Investors are encouraged to carefully review the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Section 9 – Financial Statements and Exhibits
 
ITEM 9.01 		FINANCIAL STATEMENTS AND EXHIBITS	
 
(d)     Exhibits:
 
Exh. No.	Document	

2.1	Securities Exchange and Acquisition Agreement between Your Internet Defender Inc. and Corindus, Inc., dated August 5, 2014*	
3.3	Form of Certificate of Amendment to the Certificate of Incorporation*	
10.01	2014 Stock Award Plan*	
10.02	Form of Employee Stock Option for 2006 Option Holders*	
10.03	Form of Director Stock Option for 2006 Option Holders*	
10.04	Form of Employee Stock Option for 2008 Option Holders*	
10.05	Form of Officer Stock Option for 2008 Option Holders*	
10.06	Form of Director Stock Option for 2008 Option Holders*	
10.07	Form of Lock-Up Agreement*	
10.08	Form of Stock Purchase Agreement for Equity Infusion*	
10.09	Form of Private Investor Registration Rights Agreement*	
10.10	Form of Demand Registration Rights Agreement*	
____________________________
 * Filed herewith.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       August 6, 2014	YOUR INTERNET DEFENDER INC.	

 	By:	/s/ Leah Hein	 	
 	 	      Leah Hein	
 	 	      Chief Executive Officer	

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Your Internet Defender Inc. 8-K
 
Exhibit 2.1

SECURITIES EXCHANGE AND ACQUISITION AGREEMENT
 
This SECURITIES EXCHANGE AND ACQUISITION AGREEMENT (the "Acquisition Agreement") is dated as of August 5, 2014 by and between Your Internet Defender Inc., a Nevada corporation (the "Company"), and Corindus, Inc., a Delaware corporation ("Corindus ").
 
W I T N E S S E T H:
 
WHEREAS, the Board of Directors of each of the Company and Corindus deem it advisable and in the best interest of their respective shareholders to consummate the transactions contemplated by this Agreement to provide for the acquisition of Corindus by the Company on the terms and subject to the conditions provided for herein;
 
WHEREAS , the Company has an authorized capitalization of 151,000,000 shares, consisting of 150,000,000 shares of common stock, $0.0001 par value per share ("Company Common Stock"), and 1,000,000 shares of preferred stock, $0.0001 par value per share ("Company Preferred Stock"), of which 52,000,000 shares of Company's Common Stock and zero shares of the Company's Preferred Stock are currently issued and outstanding;
 
WHEREAS , Corindus has an authorized capitalization of 6,595,450 shares consisting of (i) 3,548,850 shares of common stock, $0.01 par value per share (the "Common Stock"), of which 1,843,434 shares are designated as Ordinary Common Stock, 657,498 shares are designated as Uncapped Common Stock, and 1,047,918 shares are designated as Capped Common Stock (collectively, the "Corindus Common Stock"), and (ii) 3,046,600 shares of preferred stock, $0.01 par value per share (the " Preferred Stock"), of which 155,248 shares are designated as Series A Preferred Stock, 367,895 shares are designated as Series B Preferred Stock, 680,023 shares are designated as Series C Preferred Stock, 567,336 shares are designated as Series D Preferred Stock, 173,146 shares are designated as Series D-1 Preferred Stock, 160,778 shares are designated as Series D-2 Preferred Stock and 942,174 shares are designated as Series E Preferred Stock (collectively, the “Corindus Preferred Stock”).  Prior to Closing, 2,811,499 outstanding shares of Corindus Preferred Stock were converted according to their designations into 1,609,333 shares of Ordinary Common Stock, 154,248 shares of Uncapped Common Stock and 1,047,918 shares of Capped Common Stock. Currently, there are 2,934,168 shares of Corindus Common Stock issued and outstanding (which includes all conversions from Corindus Preferred Stock outlined herein and 122,669 shares already outstanding) and zero shares of Corindus Preferred Stock issued and outstanding. 
 
WHEREAS , this Acquisition Agreement requires that (i) all outstanding shares of common stock of Corindus (the "Corindus Shares") be exchanged for shares of Company Common Stock (the "Company Shares") and (ii) all outstanding options and warrants to purchase shares of common stock of Corindus (the "Corindus Options" and "Corindus Warrants") be exchanged for or replaced with options and warrants to acquire shares of Company Common Stock (the "Company Options" and "Company Warrants") (the "Transaction");
 
WHEREAS , the Board of Directors of the Company and Corindus have determined that this transaction, including the issuance of Company Shares in exchange for Corindus Shares, will qualify as a tax-free reorganization, as contemplated by and meeting the requirements of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended;
 
WHEREAS, the Board of Directors of the Company and Corindus, have each approved and adopted this Acquisition Agreement and the transactions contemplated hereby; and

 	

NOW THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.
 
Unless otherwise specified, all capitalized terms used in this Acquisition Agreement have the meaning set forth on Exhibit A .
 
ARTICLE 1
 
DESCRIPTION OF TRANSACTION
 
1.1 Acquisition of Corindus, Inc. and Corindus Security Corporation .
 
The Company will acquire 100% of the Corindus Shares in exchange for the issuance of the Company Shares, issued in accordance with the Exchange Ratio (as defined herein below). Thereafter, Corindus will be a wholly owned subsidiary of the Company.
 
The Company will replace 100% of the Corindus Options and Corindus Warrants with the Company Options and Company Warrants.
 
Immediately after the Closing, the Company will acquire 100% of the issued and outstanding shares of common stock of Corindus Security Corporation through the execution of an Interest Transfer Agreement between the Company and Corindus. Thereafter, Corindus Security Corporation will be a wholly owned subsidiary of the Company. The Interest Transfer Agreement will be in the form of agreement as attached hereto as Exhibit B .
 
1.2 Closing .
 
The consummation of the Transaction (the "Closing") will occur at the corporate offices of Corindus at 309 Waverly Oaks Rd., Suite 105, Waltham, Massachusetts 02452 on or before August 12, 2014, or at such other place, date and time as the parties may agree upon (the "Closing Date"). If the Closing fails to occur by August 12, 2014, or by such later date to which the Closing may be extended as provided hereinabove, this Acquisition Agreement will automatically terminate, all parties will pay their own expenses incurred in connection herewith, and no party hereto will have any further obligations hereunder.
 
1.3 Issuance and Exchange of Company Shares for Corindus Shares .
 
At Closing, to be held in accordance with the provisions herein and subject to the terms and agreements set forth below, each Corindus Share outstanding immediately prior to the Closing will be exchanged for the respective numbers of validly issued, fully paid and non-assessable Company Shares, with all fractional shares to be rounded up to the nearest whole share. The exchange ratio for converting Corindus Shares into Company Shares will be 25.00207 Company Shares for each Corindus Share (the "Exchange Ratio"). Accordingly, the Company will issue 73,360,287 Company Shares in exchange for 100% of the outstanding Corindus Shares.

 
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1.4 Issuance and Exchange of Company Options and Company Warrants for Corindus Options and Corindus Warrants .
 
At Closing, the Company will issue Company Options in exchange for or replacement of the Corindus Options which were previously issued pursuant to the Corindus 2006 Option Plan and the Corindus 2008 Option Plan. The replacement Company Options will be issued pursuant to the form of Stock Option for 2006 Plan Option Holders (Employees), the form of Stock Option for 2008 Plan Option Holders (Officers), the form of Stock Option for 2008 Plan Option Holders (Employees), the form of Stock Option under the 2006 Plan for Directors, and the form of Stock Option under the 2008 Plan for Directors which are attached hereto as Exhibit C , Exhibit D-1 , Exhibit D-2 , Exhibit E and Exhibit F , respectively. All Company Options will be governed by and issued pursuant to the 2014 Stock Award Plan to be adopted by the Company at Closing, a copy of which is attached hereto as Exhibit G . The Company Options will cover a number of Company Shares equal to the product (rounded down to the next whole number of Company Shares) of (i) the number of Corindus Shares underlying the Corindus Option immediately prior to the Closing multiplied by the Exchange Ratio, and will have an exercise price per Company Share equal to the per share exercise price of such Corindus Option immediately prior to the Closing divided by the Exchange Ratio. The Company Options will continue to vest and become exercisable following the Closing based on the Option Holder’s continued service to the Company thereafter on the same time-vesting schedule as applied prior to the Closing. The Company will similarly issue Company Warrants in exchange for Corindus Warrants. The Company will reserve 9,035,016 and 5,029,865 Company Shares for issuance upon the exercise of Company Options and Company Warrants, respectively.
 
1.5 Lock-up Agreements on Company Shares, Company Options and Company Warrants .
 
The holders of Corindus Shares (the "Corindus Shareholders"), the holder of Corindus Options issued pursuant to the Corindus 2006 Option Plan (the "2006 Option Plan"), and the holders of Corindus Warrants, will execute lock-up agreements (the "Lock-Up Agreements") for a 12-month lock-up period plus a following 12–month limited sale period, commencing with the date of the Closing (the "Locked-Up Period"). Each holder of Corindus Options issued pursuant to the Corindus 2008 Option Plan will be required to execute the same Lock-Up Agreement upon exercise of their replacement Company Options. The Lock-Up Agreements will be substantially in the form of agreement attached hereto as Exhibit H .
 
1.6 Spin-Out of the Company's Former Operating Business; Name Change.
 
At Closing, the Company will transfer its former operations to Lisa Grossman in exchange for the satisfaction of a promissory note issued to her in the principal amount of $248,831.59 (the "Grossman Note"). Thereafter, the business of Corindus will become the sole business of the Company and, as soon as is practicable after the Closing, the Company will change its name to “Corindus Vascular Robotics, Inc.” The transfer will occur pursuant to a written agreement between the Company and Lisa Grossman in a form acceptable to Corindus, including full releases of the Company by Lisa Grossman, indemnification of the Company by Lisa Grossman for past and future conduct of the operations, and an assumption of liabilities, both known and unknown, by Lisa Grossman for all Company activities prior to Closing (the “Spin-Out Agreement”).
 
1.7 Increase in Authorized Shares of the Company .
 
As soon as practicable after Closing, the Company will file a Certificate of Amendment and Restatement of Articles with the Secretary of State of the State of Nevada to change its name to “Corindus Vascular Robotics, Inc.” and to increase its authorized capital stock from 151,000,000 shares to 260,000,000 shares (250,000,000 shares of common stock at $0.0001 par value per share and 10,000,000 shares of preferred stock a $0.0001 par value per share). The form of Certificate of Amendment to the Certificate of Incorporation to be filed with the Secretary of State of the State of Nevada is attached hereto as Exhibit I .

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1.8 Repurchase of Outstanding Company Shares .
 
Immediately after the Closing, the majority shareholder and an unaffiliated shareholder of the Company, will sell an aggregate of 31,143,700 shares of the Company's Common Stock (the "Repurchase Shares") to the Company at par value (or an aggregate of $3,114.37) pursuant to a written agreement between such shareholders and the Company (the "Repurchase Agreement"), which Repurchase Shares will be immediately canceled and returned to the authorized but unissued shares of the Company.
 
1.9 Change in Directors and Officers of the Company .
 
At Closing, the current sole director of the Company will nominate and appoint the board designees of Corindus to the Company's Board of Directors, and immediately thereafter, the sole director of the Company will resign and the Company's new Board of Directors will appoint the officer designees of Corindus to serve as officers of the Company.
 
1.10 Equity Infusion of $2 Million .
 
Immediately after Closing, a private investor unaffiliated with the Company (the “Private Investor”) will purchase one million shares of the Company's common stock at a purchase price of $2.00 per share (the "Equity Infusion") pursuant to a stock purchase agreement entered into prior to the Closing by and between the Company and the Private Investor in a form reasonably acceptable to Corindus (the “Stock Purchase Agreement”), provided, however; that upon the closing of the Equity Infusion, the number of issued and outstanding shares of Company Common Stock held by non-Corindus Shareholders will not exceed 21,856,300 shares. The Company will grant registration rights to the Private Investor covering the shares purchased under the Stock Purchase Agreement pursuant to a registration rights agreement entered into prior to the Closing by and between the Company and the Private Investor in a form reasonably acceptable to Corindus (the "Private Investor Registration Rights Agreement").
 
1.11 Demand Registration Rights Agreement .
 
Immediately after Closing, and in conjunction with the Transaction, the Company will enter into a registration rights agreement with certain shareholders substantially in the form attached hereto as Exhibit J (the “Demand Registration Rights Agreement”), in order to grant such shareholders certain registration rights with respect to their ownership of Company Shares.

1.12 Issuance of Certificates .
 
(a)              Prior to the Closing, the Corindus Shareholders will receive (i) a letter of transmittal (the "Shareholder Exchange Letter") substantially in the form attached hereto as Exhibit K , and (ii) instructions for effecting the surrender of Corindus Shares in exchange for Company Shares. Upon surrender of such Corindus Shares, together with a duly executed letter of transmittal and such other documents as may be agreed to between the Parties, each Corindus Shareholder will receive in exchange therefore the number of Company Shares that each Corindus Shareholder has the right to receive pursuant to the provisions of this Article 1 . The letter of transmittal will include the following representations and warranties which must be confirmed by each Corindus Shareholder:
 
(i) Title to Corindus Shares : Each Corindus Shareholder will confirm that (A) they own the Corindus Shares free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws; (B) they have the full and unrestricted legal right, power and authority to sell, assign, transfer, or convert the Corindus Shares without obtaining the consent or approval of any other person or governmental authority, and the delivery of such Corindus Shares for exchange pursuant to this Acquisition Agreement will transfer valid title thereto, free and clear of all liens, encumbrances, claims and restrictions of every kind, except for certain restrictions on transferability imposed by federal and state securities laws; and (C) the execution of this Acquisition Agreement and the consummation of the transactions contemplated hereby will not constitute a default under any provision of any agreement by which the Corindus Shareholder is bound.

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(ii) Authorization : Each Corindus Shareholder will confirm that when executed and delivered by them, the letter of transmittal will constitute the valid and binding obligations of the Corindus Shareholder, enforceable in accordance with its terms.
 
(iii) Consent : Each Corindus Shareholder will confirm that no consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority or private person or entity on the part of the Corindus Shareholder is required in connection with the execution and delivery of the letter of transmittal or the consummation of any other transaction contemplated thereby, except as will have been duly taken or effected prior thereto.
 
(iv) Investment Purpose : Each Corindus Shareholder will confirm that the Company Shares are being acquired solely for the account for such Corindus Shareholder, for investment purposes, and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof. Each Corindus Shareholder will confirm that such Corindus Shareholder has no present plans to enter into any such contract, undertaking, agreement, or arrangement, and that such Corindus Shareholder further understands that the Company Shares may only be resold pursuant to an effective registration statement under the Securities Act, or pursuant to some other available exemption.
 
(v) No Company Representations : Each Corindus Shareholder will confirm that, in connection with the exchange of the Company Shares, that no representation has been made by representatives of the Company regarding its business, assets or prospects other than that set forth herein.
 
(vi) Accredited Investor : Each Corindus Shareholder will confirm that they are either an "accredited investor" within the meaning of Regulation D under the Securities Act or they have sufficient Knowledge and experience in financial matters to be capable of evaluating the merits and risks of exchanging their Corindus Shares for Company Shares and they are able to bear the economic risk of the transactions contemplated hereby.
 
(vii) Withholding : Each Corindus Shareholder will confirm that the Company is entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Corindus Shareholder, Corindus Option Holder and/or Corindus Warrant Holder pursuant to this Acquisition Agreement, such amounts as the Company may be required to deduct or withhold therefrom under the Code or under any applicable provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts will be treated for all purposes under this Acquisition Agreement as having been paid to the party to whom such amounts would otherwise have been paid.
 
(b)             The Company Shares to be received by the Corindus Shareholders hereunder will be restricted in their resale as provided in the Securities Act, will contain a legend as required by Rule 144 promulgated under the Securities Act ("Rule 144"), and will contain an additional legend with respect to the Lock-Up Agreements, which legends will read as follows:
 
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

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THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT DATED AUGUST ___, 2014, BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK-UP AGREEMENT.
 
ARTICLE 2
 
REPRESENTATIONS AND WARRANTIES OF CORINDUS
 
Except as disclosed in the disclosure schedule delivered by Corindus to the Company concurrent with the execution of this Agreement (the "Corindus Disclosure Schedule"), which identifies the sections (or, if applicable, subsections) to which such exceptions relate, Corindus hereby represents and warrants to the Company as follows:
 
2.1 Organizational Matters .
 
(a) Organization, Standing and Power to Conduct Business .
 
Corindus is a corporation duly organized, validly existing, qualified to do business, and in good standing under the laws of the State of Delaware; has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as currently contemplated to be conducted; and is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to do so would not cause a Material Adverse Effect. Corindus is duly qualified in each of the jurisdictions listed on Schedule 2.1(a) .
 
(b) Charter Documents .
 
Corindus has delivered to the Company true and complete copies of its Fifth Amended and Restated Certificate of Incorporation, as amended to date and currently in effect (the "Corindus Charter Documents"). Corindus is not violation of any of the provisions of the Corindus Charter Documents.
 
(c) Subsidiaries .
 
Corindus has only one wholly owned subsidiary, Corindus Security Corporation, a Delaware corporation. Other than Corindus Security Corporation, Corindus does not own, hold or have any interest in or right to acquire capital stock or other equity interests or ownership interests in any entity.

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(d) Powers of Attorney .
 
There are no outstanding powers of attorney executed by or on behalf of Corindus.
 
2.2 Capital Structure .
 
Corindus has an authorized capitalization of 6,595,450 shares consisting of (i) 3,548,850 shares of common stock, $0.01 par value per share, of which 1,843,434 shares are designated at Ordinary Common Stock, 657,498 shares are designated as Uncapped Common Stock, and 1,047,918 shares are designated as Capped Common Stock and (ii) 3,046,600 shares of preferred stock, $0.01 par value per share of which 155,248 shares are designated as Series A Preferred Stock, 367,895 shares are designated as Series B Preferred Stock, 680,023 shares are designated as Series C Preferred Stock, 567,336 shares as designated as Series D Preferred Stock, 173,146 shares are designated as Series D-1 Preferred Stock, 160,778 shares are designated as Series D-2 Preferred Stock and 942,174 shares are designated as Series E Preferred Stock, of which 2,934,168 shares of Corindus Common Stock and zero shares of Corindus Preferred Stock will be issued and outstanding as of the Closing.
No shares of Corindus Common Stock or Corindus Preferred Stock are held in the Corindus treasury. All outstanding shares of Corindus Common Stock are duly and validly authorized and issued, fully paid and non-assessable, and held of record and owned beneficially by the Corindus Shareholders in the amounts set forth on Schedule 2.2(a) . Except as outlined on Schedule 2.2(a) , no shares of Corindus Common Stock were issued in violation of any preemptive rights. Corindus has no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other contracts or commitments issued or granted to or in favor of any person to purchase or otherwise acquire any securities convertible or exchangeable for Corindus Common Stock. There are no outstanding obligations of Corindus to repurchase, redeem or otherwise acquire any of the Corindus Common Stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Corindus Common Stock. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting, transfer, dividend or other rights of the Corindus Common Stock. Except as listed on Schedule 2.2(a) and this Acquisition Agreement, there are no agreements, written or oral, to which Corindus or, to the Knowledge of Corindus, any officer or director, is a party, or, to the Knowledge of Corindus, among any of the officers or directors, relating to the issuance, acquisition (including rights of first refusal or preemptive rights), disposition, registration under the Securities Act or voting of the shares or other securities of Corindus.
2.3 Authority .
 
Corindus has all requisite corporate power to execute, deliver and perform this Acquisition Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby. All necessary corporate action on the part of Corindus, its directors, officers and shareholders, necessary for the authorization, execution and delivery of this Acquisition Agreement and the other Transaction documents to which it is a party and the performance of Corindus hereunder and thereunder has been taken or will be taken prior to Closing.

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2.4 Due Execution .
 
This Acquisition Agreement and each other Transaction Document to which Corindus is a party has been or will at Closing have been duly executed and delivered by Corindus and, assuming due execution and delivery by Corindus hereto and thereto, constitutes the valid and binding obligation of Corindus, enforceable against Corindus in accordance with their respective terms, except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other applicable laws affecting the enforcement of creditors rights or by the principles governing the availability of equitable remedies. 
 
2.5 Non-Contravention .
 
The execution and delivery of this Acquisition Agreement and each other Transaction Document by Corindus does not, and the performance of this Acquisition Agreement and each other Transaction Document by Corindus will not, (i) conflict with or violate the Corindus Charter Documents; (ii) conflict with or violate any Applicable Laws; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of Corindus or alter the rights or obligations of any third party thereunder, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets or properties of Corindus pursuant to, any obligation to which Corindus is a party or by which it may be bound.
 
2.6 Contractual Consents .
 
Except as provided on Schedule 2.6 , no Consent under any agreement to which Corindus is a party is required to be obtained in connection with the execution, delivery or performance of this Acquisition Agreement or any other Transaction Document by Corindus or the consummation of the transactions contemplated hereby or thereby.
 
2.7. Governmental Consents .
 
No Consent of any Governmental Entity is required to be obtained or made by Corindus in connection with the execution, delivery and performance of this Acquisition Agreement or any other Transaction Document by Corindus or the consummation of the transactions contemplated hereby or thereby.
 
2.8 Financial Statements .
 
Prior to Closing, Corindus will have delivered to the Company (i) the audited consolidated financial statements for the years ended December 31, 2013 and 2012, and (ii) the unaudited condensed consolidated financial statements for the three month period ended March 31, 2014 (the "Interim Financial Statements") (collectively, the "Corindus Financial Statements"). The Corindus Financial Statements were prepared in accordance with GAAP consistently applied and in accordance with Corindus' historic past practice throughout the periods involved and fairly and accurately present in all material respects the financial position, results of operations and cash flows of Corindus as of the dates, and for the periods, indicated therein. Corindus maintains a standard system of accounting established and administered in accordance with GAAP including, but not limited to, complete books and records in written or electronic form.
 
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2.9 Liabilities .
 
Except as set forth in the Corindus Financial Statements, Corindus has no liabilities, whether accrued, absolute, contingent, matured, unmatured, or otherwise and whether or not required to be reflected in financial statements prepared in accordance with GAAP, other than (i) liabilities incurred in the ordinary course of the bona fide performance of the business subsequent to the date of the Interim Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of the bona fide performance of the business that are not required under GAAP to be reflected in the Corindus Financial Statements, which liabilities and adjustments referred to in clauses (i) and (ii) individually or in the aggregate, are not material to the financial condition or operating results of Corindus and (iii) the liabilities listed on Schedule 2.9 .
 
2.10 Indebtedness .
 
Corindus does not have any Indebtedness of any type (whether accrued, absolute, contingent, matured or unmatured), except for: (i) Indebtedness set forth on the Interim Financial Statements, or (ii) Indebtedness described in reasonable detail in Schedule 2.10 . With respect to each item of Indebtedness, Corindus is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by Corindus under any item of Indebtedness. Corindus has not received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. Other than as reflected on Schedule 2.10 , the consummation of the transactions contemplated by this Acquisition Agreement or any other Transaction Document to which Corindus is a party will not cause a default, breach or an acceleration, automatic or otherwise, of any conditions, covenants or any other terms of any item of Indebtedness. Corindus is not a guarantor or otherwise liable for any liability or obligation (including Indebtedness) of any other Person.
 
2.11 Accounts Receivable and Accounts Payable .
 
All of the Accounts Receivables of Corindus are bona fide, legal, valid and binding obligations, which arose in the ordinary course of business and are carried on the records of Corindus at values determined in accordance with GAAP, and subject to the reserve for bad debts set forth in the Interim Financial Statements. No Person has any Lien on any of such Accounts Receivables, and no request or agreement for any material deduction or discount has been made with respect to any of such Accounts Receivables except as fully and adequately reflected in reserves for doubtful accounts set forth in the Interim Financial Statements. All Accounts Receivables represent services actually performed by Corindus in the conduct of its business in the ordinary course. At the Closing Date, all Accounts Payable will have been incurred in exchange for goods or services delivered or rendered to Corindus in the ordinary course of business.
 
2.12 Legal Proceedings .
 
There are no Legal Proceedings pending, or to the Knowledge of Corindus, threatened in writing against Corindus. There are no pending Legal Proceedings initiated by Corindus or any Corindus Shareholder on behalf of Corindus, and to the Knowledge of Corindus, Corindus does not intend, to initiate, any Legal Proceedings against any other Person related to Corindus. Corindus has not received any written notice of a Legal Proceeding. There is no injunction, judgment, decree or order against Corindus.

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2.13 Taxes .
 
(a) Except as listed on Schedule 2.13(a) , all material Tax Returns required to be filed by or with respect to Corindus and Corindus Security Corporation have been duly and timely filed; (ii) all material Tax Items required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete in all material respects; (iii) all Taxes owed by Corindus and Corindus Security Corporation or for which Corindus and Corindus Security Corporation may be liable that are or have become due have been timely paid in full; (iv) no material penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to Corindus and/or Corindus Security Corporation have been satisfied in full in all respects; (vi) there are no Liens (other than Taxes not yet due and payable) on any of the assets of Corindus and Corindus Security Corporation that arose in connection with any failure (or alleged failure) to pay any Tax; and (vii) Corindus and Corindus Security Corporation are not liable in any material respects for any Tax as a transferee or successor.
 
(b) Schedule 2.13(b) lists all federal, state, and local income Tax Returns filed or required to be filed with respect to Corindus and Corindus Security Corporation for the three (3) taxable years ending prior to the Closing Date, indicates those Tax Returns that have been audited, indicates those Tax Returns that are currently the subject of audit and indicates those Tax Returns whose audits have been closed. Corindus and Corindus Security Corporation have made available to the Company true and complete copies of all income Tax Returns and other material Tax Returns filed by Corindus and Corindus Security Corporation for 2013, 2012 and 2011 and all correspondence to Corindus and Corindus Security Corporation from, or from Corindus and Corindus Security Corporation to, a Taxing Authority relating thereto.
 
(c) There is no written claim against Corindus or Corindus Security Corporation for any Taxes, and no assessment, deficiency or adjustment has been asserted or proposed in writing, or to the actual Knowledge of Corindus or Corindus Security Corporation, threatened with respect to any Tax Return of or with respect to Corindus or Corindus Security Corporation. No Tax audits or administrative or judicial proceedings are being conducted, pending or to the actual Knowledge of Corindus, threatened with respect to Corindus or Corindus Security Corporation. No written claim has ever been made by an authority in a jurisdiction where Corindus or Corindus Security Corporation does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no matters under discussion with any Governmental Entity with respect to matters that could result in an additional amount of Tax.
 
(d) Other than as listed on Schedule 2.13(a) , there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to Corindus or Corindus Security Corporation or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to Corindus or Corindus Security Corporation.
 
(e) Neither Corindus nor Corindus Security Corporation are a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements (other than credit agreements, lease agreements or other commercial agreements entered into in the ordinary course of business containing customary Tax allocations or gross up provisions).
 
(f) Neither Corindus nor Corindus Security Corporation owns any interest in any controlled foreign corporation (as defined in Section 957 of the Code), passive foreign investment company (as defined in Section 1297 of the Code) or other entity the income of which is or could be required to be included in the income of Corindus or Corindus Security Corporation.

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(g) Neither Corindus nor Corindus Security Corporation has any liability for the Taxes of any Person. Corindus or Corindus Security Corporation are not and have never been a member of an affiliated, consolidated, combined or unitary group filing for federal or state income tax purposes (other than a group the common parent of which is Corindus).
 
(h) Corindus or Corindus Security Corporation are not a party to any agreement with any Taxing Authority that would be terminated or adversely affected as a result of the transactions contemplated by this Acquisition Agreement.
 
(i) Other than as listed on Schedule 2.13(i) , there is no material property or obligation of Corindus or Corindus Security Corporation, including uncashed checks to vendors, customers, or employees, non-refunded overpayments or unclaimed subscription balances, unapplied cash balances, or dividends escheatable to any state or municipality under any applicable escheatment laws, as of the date hereof, or that may at any time after the date hereof become escheatable to any state or municipality under any applicable escheatment laws.
 
(j) The provision for Taxes set forth on the balance sheets included in the Corindus Financial Statements, if any, are sufficient for all accrued and unpaid Taxes, whether asserted or unasserted, contingent or otherwise, as of the dates thereof. Corindus or Corindus Security Corporation have not incurred any liabilities for Taxes since those dates (i) arising from extraordinary gains or losses, as that term is used in GAAP, (ii) outside the ordinary course of business, or (iii) inconsistent with past custom or practice.
 
(k) To the Knowledge of Corindus, no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect Corindus or Corindus Security Corporation.
 
2.14 Property and Assets.
 
(a) Personal Property . Corindus has and has had at all times in the past good and marketable title to, or valid leasehold interests in, all Personal Property used or held for use in its business or reflected in the Corindus Financial Statements. Such Personal Property constitutes all Personal Property used, necessary or useful to conduct the business of Corindus as it is presently conducted. None of such Personal Property is owned by any other Person, including by a Corindus Shareholder or an affiliate of a Corindus Shareholder.
 
(b) Liens . Except as may be set forth in Schedule 2.14(b) , none of the Personal Property of Corindus is subject to any Lien of any nature whatsoever, other than Permitted Encumbrances.
 
2.15 Real Property . Corindus does not own any real property. Schedule 2.15 contains a true and correct description of all Leased Real Property. With respect to each lease listed in Schedule 2.15 :
 
(a) The lease was entered into on arm's-length terms;
 
(b) All rental and other payments required to be paid by Corindus have been duly paid, Corindus has not received or issued a notice of default and Corindus is not and to the Knowledge of Corindus, no other party to the lease is in breach or default.

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2.16 Intellectual Property and Related Matters .
 
(a)      Except as set forth on Schedule 2.16(a) , Corindus exclusively owns or possesses, valid, exclusive licenses to, the entire right, title and interest in and to all material Intellectual Property used by it in its business, free and clear of all Liens. Corindus owns or possesses, or has the right or license to use, all of the material Intellectual Property used in its business as currently conducted, in each case without any violation, misappropriation or infringement of, or other conflict with, the rights of another Person. The consummation of this Transaction as contemplated by this Acquisition Agreement will not affect the ownership of or right to use any material Intellectual Property that is licensed to Corindus as used in its business as currently conducted.
 
(b)      There are no pending Legal Proceedings alleging that Corindus is infringing, misappropriating or otherwise violating any Intellectual Property of a Person or that seek to limit or challenge the validity, enforceability, ownership or use of any Intellectual Property owned by Corindus and used in its business. Except as set forth on Schedule 2.16(b), Corindus has not received any written claim from any Person alleging that Corindus is infringing, misappropriating or otherwise violating any Intellectual Property of any Person, or that seek to limit or challenge the validity, enforceability, ownership or Corindus' use of any Intellectual Property owned or licensed by Corindus and used in its business.
 
(c)       No current or former shareholder, director, officer, or employee of Corindus will, after giving effect to each of the transactions contemplated herein, own or retain any rights in or to, have the right to receive any royalty or other payment with respect to, any of Corindus' Intellectual Property.
 
2.17 Compliance with Applicable Laws; Permits .
 
(a) Compliance . Corindus has not failed to comply in any material respect with or is not in conflict with, or in default or in material violation of any Applicable Law. No investigation or review by any Governmental Entity is pending, or to the Knowledge of Corindus, has been threatened, against Corindus. There is no judgment, injunction, order or decree binding upon Corindus.
 
(b) Permits . Corindus holds, to the extent required by Applicable Law, all material Permits for the operation of its business as presently conducted. No suspension or cancellation of any such Permit is pending or, to the Knowledge of Corindus, threatened. Each such Permit is valid and in full force and effect, and Corindus is in compliance in all material respects with the terms of such Permits.
 
(c) Export and Import Laws . Corindus has not exported or imported any goods or products, nor provided any services that would subject Corindus to the jurisdiction of the U.S. Export and Import Laws or Foreign Export and Import Laws. Corindus has at all times been in compliance with all Applicable Laws relating to trade embargoes and sanctions, and no product, service or financing provided by Corindus has been, directly or indirectly, provided to, sold to or performed for or on behalf of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country or Person against whom the U.S. maintains economic sanctions or an arms embargo.
 
(d) Export Proceedings . There is no export or import related proceeding, investigation or inquiry pending, or to the Knowledge of Corindus, threatened against Corindus or any officer or director of Corindus by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity.

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2.18 Broker Fees . Corindus has not incurred, nor will it incur, directly or indirectly, any liability for brokers' or finders’ fees or agents’ commissions or any similar charges in connection with this Acquisition Agreement or any other Transaction Document to which Corindus is a party or any transaction contemplated hereby or thereby. No finder, broker, agent or other intermediary has acted for or on behalf of Corindus in connection with the transactions contemplated by this Acquisition Agreement.
 
2.19 Employment Matters .
 
(a) No officer or other employee who is significant to the business of Corindus has advised Corindus (orally or in writing) that he or she intends to terminate employment with Corindus.
 
(b) There is no labor strike currently pending or, to the Knowledge of Corindus, threatened against or affecting Corindus. Corindus has no collective bargaining agreement. Corindus has not experienced any work stoppage. No collective bargaining agreement is currently being negotiated, and no union representation issue currently exists.
 
2.20 Employee Benefit Plans .
 
Except as listed on Schedule 2.20 , Corindus does not currently maintain any Employee Benefit Plans.
 
2.21 Environmental Matters .
 
(a) Corindus and any other person it is legally responsible for is and has at all times been, in each case in all material respects, in compliance with all Environmental Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been made, given, filed or commenced (or, to the Knowledge of Corindus, threatened in writing) by any Person against Corindus alleging any failure to comply with any Environmental Law or seeking contribution towards, or participation in, any remediation of any contamination of any property or thing with Hazardous Materials. In each case, and in all material respects, Corindus has obtained, and is and has at all times been in compliance with all of the terms and conditions of, all Permits that are required under any Environmental Law and has at all times complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables that are contained in any applicable Environmental Law. Neither Corindus nor its subsidiary has manufactured, generated, treated, stored, handled, processed, released, transported or disposed of any Hazardous Materials on, under, from or at any of Corindus' properties or in connection with Corindus' operations.
 
(b) All properties and equipment used in the business of Corindus are and have been free of Hazardous Materials except for any Hazardous Materials in small quantities found in products used by Corindus for office or janitorial purposes in material compliance with Environmental Law.
 
2.22 Material Contracts .
 
Schedule 2.22 sets forth a list of all Material Contracts including the name of the parties thereto, the date of each such Material Contract. Corindus has performed all of its material obligations required to be performed through the date hereof under each Material Contract listed on Schedule 2.22 and Corindus is not in material breach or default in any respect thereunder nor has any event or circumstance occurred which, with notice or lapse of time or both, would constitute any such material breach or default. To the Knowledge of Corindus, none of the other parties to any Material Contract is in material breach or default in any respect thereunder nor has any event or circumstance occurred which, with notice or lapse of the time or both, would constitute any such material breach or default.

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2.23 Insurance .
 
Schedule 2.23 includes a true, correct and complete list of all current policies of insurance to which Corindus is a party. With respect to each such insurance policy: (a) the policy is in full force and effect by its terms; and (b) Corindus has not received any written or oral notice from the insurer disclaiming coverage or reserving rights with respect to a particular claim or such policy in general.
 
2.24 Transactions with Related Parties . Except as listed on Schedule 2.24 , no employee, officer, director or Corindus Shareholder, nor any member of his or her immediate family, is indebted to Corindus. To the Knowledge of Corindus, none of such Persons has any direct or indirect ownership interest in (a) any Person with which Corindus is Affiliated or with which Corindus has a business relationship or (b) any Person that competes with Corindus (other than the ownership of less than 5% of the outstanding class of publicly traded stock in publicly traded companies that may compete with Corindus). To the Knowledge of Corindus, no officer, director or Corindus Shareholder, nor any member of his or her immediate family, is, directly or indirectly, a party to or interested in any Contract with Corindus.
 
2.25 Minute Books and Records . The minute books of Corindus contain complete and accurate records of all meetings and other corporate actions of the Corindus Shareholders and Corindus' Board of Directors. True and complete copies of the minute books of Corindus have been made available to the Company prior to Closing.
 
2.26 Absence of Changes . Since March 31, 2014, there has not occurred, and Corindus does not have Knowledge of, any Material Adverse Effect. Except as set forth on Schedule 2.26 , from such date, Corindus has conducted its business only in the ordinary course of business consistent with past practices, and Corindus has not:
 
(a) failed to use commercially reasonable efforts to preserve intact Corindus' present business organization and to keep available the services of its present officers, managerial personnel and key employees or independent contractors and preserve its relationships with customers;
 
(b) failed to use commercially reasonable efforts to maintain its assets in their current condition, except for ordinary wear and tear, or failed to repair, maintain, or replace any of its equipment in accordance with the normal standards of maintenance applicable in the industry;
 
(c) amended, terminated, or failed to use commercially reasonable efforts to renew any Material Contract, or received any written notice that any other Person has or intends to take any such actions;
 
(d)  entered into any Contract outside the ordinary course of business;
 
(e)   received notice of cancellation of a Material Contract from any Person that is a party thereto;
 
(f)   transferred, granted any license or sublicense of any rights under or with respect to any of its Intellectual Property other than in the ordinary course of business consistent with past practice;

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(g)   adopted, terminated or amended any Employee Benefit Plan or materially increased in any manner the compensation or benefits of any officer, director, or employee or other personnel (whether employees or independent contractors);
 
(h)  acquired (including by merger, consolidation, or the acquisition of any equity interest or assets) or sold (whether by merger, consolidation, or the sale of an equity interest or assets), leased, or disposed of any material assets except for fair consideration in the ordinary course of business and consistent with past practice;
 
(i)   mortgaged, pledged, or subjected any of its assets to any Lien;
 
(j)   made any loans, advances or capital contributions to, or investment in, any other Person;
 
(k)   entered into any material joint ventures, strategic partnerships or alliances;
 
(l)   except as required by GAAP, Applicable Law, or circumstances which did not exist as of such date, changed any of the accounting principles or practices used by it;
 
(m) changed its practices and procedures with respect to the collection of Accounts Receivable or offered to discount the amount of any Account Receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of Account Receivables) with respect thereto;
 
(n)  declared, paid or set aside assets for any distribution to Corindus Shareholders, or purchased, redeemed or acquired any shares or other securities of Corindus;
 
(o)   incurred any Indebtedness not in the ordinary of course of business;
 
(p)   failed to pay any Indebtedness or any other accounts payable as it became due;
 
(q)  paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise) other than immaterial claims, liabilities or obligations arising in the ordinary course of business, or cancelled, compromised, waived or released any right or claim other than immaterial rights or claims in the ordinary course of business; or
 
(r)   incurred or committed to incur any capital expenditures, capital additions or capital improvements other than in the ordinary course of business consistent with past practice.
 
2.27 Absence of Certain Business Practices . Neither Corindus nor any employee, officer, director or Corindus shareholder, or any other Person acting on behalf of any of them, has, with respect to, on behalf of or to otherwise further the interests of Corindus, (a) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any direct or indirect unlawful payments to foreign or domestic government officials or employees, (c) established or maintained any unlawful or unrecorded funds or other assets or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions; (d) made any bribe, kickback or other unlawful payment or (e) made any material favor or gift which is not, in good faith, believed by such Person to be fully deductible for any income tax purposes and which was, in fact, so deducted.

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ARTICLE 3
 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
Except as disclosed in the disclosure schedule delivered by the Company to Corindus concurrent with the execution of this Agreement (the "Company Disclosure Schedule"), which identifies the sections (or, if applicable, subsections) to which such exceptions relate, the Company hereby represents and warrants to Corindus as follows:
 
3.1 Organizational Matters .
 
(a) Organization, Standing and Power to Conduct Business .
 
The Company is a corporation duly organized, validly existing, qualified to do business, and in good standing under the laws of the State of Nevada; has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as currently contemplated to be conducted; and is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to do so would not cause a Material Adverse Effect. The Company is duly qualified in each of the jurisdictions listed on Schedule 3.1 .
 
(b) Charter Documents .
 
The Company has delivered to Corindus true and complete copies of the Certificate of Incorporation, as amended to date and currently in effect (such instruments and documents, the "Company Charter Documents"). The Company is not violation of any of the provisions of the Company Charter Documents.
 
(c) Subsidiaries .
 
The Company has no subsidiaries and does not own, hold or have any interest in or right to acquire capital stock or other equity interests or ownership interests in any entity.
 
(d) Powers of Attorney .
 
There are no outstanding powers of attorney executed by or on behalf of the Company.
 
3.2 Capital Structure . 
 
As of the date hereof, the Company's authorized capital stock includes 151,000,000 shares, consisting of 150,000,000 shares of common stock at $0.0001 par value per share ("Company Common Stock") and 1,000,000 shares of preferred stock at $0.0001 par value per share ("Company Preferred Stock"), of which there are 52,000,000 shares of Company Common Stock issued and outstanding, and zero shares of Company Preferred Stock issued and outstanding.
 
No shares of the Company Common Stock or Company Preferred Stock are held in the Company treasury. All outstanding shares of Company Common Stock are duly and validly authorized and issued, fully paid and non-assessable, and held of record and owned beneficially by the Company's shareholders in the amounts set forth on Schedule 3.2(a) . Except as outlined on Schedule 3.2(a) , no shares of Company Common Stock were issued in violation of any preemptive rights. The Company has no outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other contracts or commitments issued or granted to or in favor of any person to purchase or otherwise acquire any securities convertible or exchangeable for Company Common Stock. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of the Company Common Stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Company Common Stock. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting, transfer, dividend or other rights of the Company Common Stock. Other than as listed on Schedule 3.2(a) and this Acquisition Agreement, there are no agreements, written or oral, to which the Company or, to the Knowledge of Company, any officer or director, is a party, or, to the Knowledge of the Company, among any of the officers or directors, relating to the issuance, acquisition (including rights of first refusal or preemptive rights), disposition, registration under the Securities Act or voting of the shares or other securities of the Company.

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3.3 Authority .
 
The Company has all requisite corporate power to execute, deliver and perform this Acquisition Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby. All necessary corporate action on the part of the Company, its directors, officers and shareholders, necessary for the authorization, execution and delivery of this Acquisition Agreement and the other Transaction Documents to which it is a party and the performance of the Company hereunder and thereunder has been taken or will be taken prior to Closing.
 
3.4 Due Execution .
 
This Acquisition Agreement and each other Transaction Document to which the Company is a party has been or will at Closing have been duly executed and delivered by the Company and, assuming due execution and delivery by the Company hereto and thereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other applicable laws affecting the enforcement of creditors rights or by the principles governing the availability of equitable remedies.
 
3.5 Non-Contravention .
 
The execution and delivery of this Acquisition Agreement and each other Transaction Document by the Company does not, and the performance of this Acquisition Agreement and each other Transaction Document by the Company will not, (i) conflict with or violate the Company Charter Documents of the Company; (ii) conflict with or violate any Applicable Laws; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of the Company or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets or properties of the Company pursuant to, any obligation to which the Company is a party or by which it may be bound.
 
3.6 Contractual Consents .
 
Except as provided on Schedule 3.6 , no Consent under any agreement to which the Company is a party is required to be obtained in connection with the execution, delivery or performance of this Acquisition Agreement or any other Transaction Document by the Company or the consummation of the transactions contemplated hereby or thereby.

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3.7. Governmental Consents .
 
Except for the filing of the Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Nevada, no Consent of any Governmental Entity is required to be obtained or made by the Company in connection with the execution, delivery and performance of this Acquisition Agreement or any other Transaction Document by the Company or the consummation of the transactions contemplated hereby or thereby.
 
3.8 Financial Statements .
 
The Company has delivered to Corindus (i) the audited financial statements for the years ended March 31, 2014 and 2013 (as filed in the Company's Annual Report on Form 10-K filed with the SEC on June 30, 2014) and (ii) the unaudited financial statements for the period ended June 30, 2014 (as filed in the Company's Quarterly Report on Form 10-Q filed with the SEC on July 18, 2014) (the "Company Financial Statements"). The Company Financial Statements were prepared in accordance with GAAP consistently applied and in accordance with the Company's historic past practice throughout the periods involved and fairly and accurately present in all material respects the financial position, results of operations and cash flows of the Company as of the dates, and for the periods, indicated therein. The Company maintains a standard system of accounting established and administered in accordance with GAAP including, but not limited to, complete books and records in written or electronic form.
 
3.9 Liabilities .
 
Except as set forth in the Company Financial Statements, the Company has no liabilities, whether accrued, absolute, contingent, matured, unmatured, or otherwise and whether or not required to be reflected in the Company Financial Statements prepared in accordance with GAAP, other than (i) liabilities incurred in the ordinary course of the bona fide performance of the business subsequent to the date of the Company Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of the bona fide performance of the business that are not required under GAAP to be reflected in the Company Financial Statements, which liabilities and adjustments referred to in clauses (i) and (ii) individually or in the aggregate, are not material to the financial condition or operating results of the Company and (iii) the liabilities listed on Schedule 3.9 .
 
3.10 Indebtedness .
 
The Company does not have any Indebtedness of any type (whether accrued, absolute, contingent, matured or unmatured), except for: (i) Indebtedness set forth on the Company Financial Statements, or (ii) Indebtedness described in reasonable detail in Schedule 3.10 . With respect to each item of Indebtedness, the Company is not in default and no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by the Company under any item of Indebtedness. The Company has not received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. Other than as reflected on Schedule 3.10 , the consummation of the transactions contemplated by this Acquisition Agreement or any other Transaction Document to which the Company is a party will not cause a default, breach or an acceleration, automatic or otherwise, of any conditions, covenants or any other terms of any item of Indebtedness. The Company is not a guarantor or otherwise liable for any liability or obligation (including Indebtedness) of any other Person.

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3.11 Accounts Receivable and Accounts Payable .
 
All of the Accounts Receivables of the Company are bona fide, legal, valid and binding obligations, which arose in the ordinary course of business and are carried on the records of the Company at values determined in accordance with GAAP, and subject to the reserve for bad debts set forth in the Company Financial Statements. No Person has any Lien on any of such Accounts Receivables, and no request or agreement for any material deduction or discount has been made with respect to any of such Accounts Receivables except as fully and adequately reflected in reserves for doubtful accounts set forth in the Company Financial Statements. All Accounts Receivables represent services actually performed by the Company in the conduct of its business in the ordinary course. At the Closing Date, all Accounts Payable will have been incurred in exchange for goods or services delivered or rendered to the Company in the ordinary course of business.
 
3.12 Legal Proceedings .
 
There are no Legal Proceedings pending, or to the Knowledge of the Company, threatened in writing against the Company. There are no pending Legal Proceedings initiated by the Company or any shareholder on behalf of the Company, and to the Knowledge of the Company, the Company does not intend, to initiate any Legal Proceedings against any other Person related to the Company. The Company has not received written notice of a Legal Proceeding. There is no injunction, judgment, decree or order against the Company.
 
3.13 Taxes .
 
(a) Except as listed on Schedule 3.13(a) , all material Tax Returns required to be filed by or with respect to the Company have been duly and timely filed; (ii) all material Tax Items required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete in all material respects; (iii) all Taxes owed by the Company or for which the Company may be liable that are or have become due have been timely paid in full; (iv) no material penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to the Company have been satisfied in full in all respects; (vi) there are no Liens (other than Taxes not yet due and payable) on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; and (vii) the Company is not liable in any material respects for any Tax as a transferee or successor.
 
(b) Schedule 3.13(b) lists all federal, state, and local income Tax Returns filed or required to be filed with respect to the Company since inception that have been audited, indicates those Tax Returns that are currently the subject of audit and indicates those Tax Returns whose audits have been closed. The Company has made available to Corindus true and complete copies of all income Tax Returns and other material Tax Returns filed by the Company since inception and all correspondence to the Company from, or from the Company to, a Taxing Authority relating thereto.
 
(c) There is no written claim against the Company for any Taxes, and no assessment, deficiency or adjustment has been asserted or proposed in writing, or to the actual Knowledge of the Company, threatened with respect to any Tax Return of or with respect to the Company. No Tax audits or administrative or judicial proceedings are being conducted, pending or to the actual Knowledge of the Company, threatened with respect to the Company. No written claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no matters under discussion with any Governmental Entity with respect to matters that could result in an additional amount of Tax.

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(d) Other than as listed on Schedule 3.13(a) , there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the Company or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to the Company.
 
(e) The Company is not a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements (other than credit agreements, lease agreements or other commercial agreements entered into in the ordinary course of business containing customary Tax allocations or gross up provisions).
 
(f) The Company does not own any interest in any controlled foreign corporation (as defined in Section 957 of the Code), passive foreign investment company (as defined in Section 1297 of the Code) or other entity the income of which is or could be required to be included in the income of the Company.
 
(g) The Company does not have any liability for the Taxes of any Person. The Company is not and has never been a member of an affiliated, consolidated, combined or unitary group filing for federal or state income tax purposes.
 
(h) The Company is not a party to any agreement with any Taxing Authority that would be terminated or adversely affected as a result of the transactions contemplated by this Acquisition Agreement.
 
(i) Other than as listed on Schedule 3.13(i) , there is no material property or obligation of the Company, including uncashed checks to vendors, customers, or employees, non-refunded overpayments or unclaimed subscription balances, unapplied cash balances, or dividends escheatable to any state or municipality under any applicable escheatment laws, as of the date hereof or that may at any time after the date hereof become escheatable to any state or municipality under any applicable escheatment laws.
 
(j) The provision for Taxes set forth on the balance sheets included in the Company Financial Statements, if any, are sufficient for all accrued and unpaid Taxes, whether asserted or unasserted, contingent or otherwise, as of the dates thereof. The Company has not incurred any liabilities for Taxes since those dates (i) arising from extraordinary gains or losses, as that term is used in GAAP, (ii) outside the ordinary course of business, or (iii) inconsistent with past custom or practice.
 
(k) To the Knowledge of the Company, no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect the Company.
 
3.14 Property and Assets.
 
(a) Personal Property . The Company has and has had at all times in the past good and marketable title to, or valid leasehold interests in, all Personal Property used or held for use in its business or reflected in the Company Financial Statements. Such Personal Property constitutes all Personal Property used, necessary or useful to conduct the business of the Company as it is presently conducted. None of such Personal Property is owned by any other Person, including a shareholder or an affiliate of a shareholder.
 
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(b) Liens . Except as may be set forth in Schedule 3.14 , none of the Personal Property of the Company is subject to any Lien of any nature whatsoever, other than Permitted Encumbrances.
 
3.15 Real Property . The Company does not own or lease any real property.
 
3.16 Intellectual Property and Related Matters .
 
(a)     Except as set forth on Schedule 3.16(a) , the Company exclusively owns or possesses valid, exclusive licenses to, the entire right, title and interest in and to all material Intellectual Property used by it in its business, free and clear of all Liens. The Company owns or possesses, or has the right or license to use, all of the material Intellectual Property used in its business as currently conducted, in each case without any violation, misappropriation or infringement of, or other conflict with, the rights of another Person. The consummation of this Transaction as contemplated by this Acquisition Agreement will not affect the ownership of or right to use any material Intellectual Property that is licensed to the Company as used in its business as currently conducted.
 
(b)     There are no pending Legal Proceedings alleging that the Company is infringing, misappropriating or otherwise violating any Intellectual Property of a Person or that seek to limit or challenge the validity, enforceability, ownership or use of any Intellectual Property owned by the Company and used in its business. The Company has not received any written claim from any Person alleging that the Company is infringing, misappropriating or otherwise violating any Intellectual Property of any Person or that seek to limit or challenge the validity, enforceability, ownership or the Company's use of any Intellectual Property owned or licensed by the Company and used in its business.
 
(c)     No current or former shareholder, director, officer, or employee of the Company will, after giving effect to each of the transactions contemplated herein, own or retain any rights in or to, have the right to receive any royalty or other payment with respect to, any of the Company's Intellectual Property.
 
3.17 Compliance with Applicable Laws; Permits .
 
(a) Compliance . The Company has not failed to comply in any material respect with or is not in conflict with, or in default or in material violation of any Applicable Law. No investigation or review by any Governmental Entity is pending, or to the Knowledge of the Company, has been threatened, against the Company. There is no judgment, injunction, order or decree binding upon the Company.
 
(b) Permits . The Company holds, to the extent required by Applicable Law, all material Permits for the operation of its business as presently conducted. No suspension or cancellation of any such Permit is pending or, to the Knowledge of the Company, threatened. Each such Permit is valid and in full force and effect, and the Company is in compliance in all material respects with the terms of such Permits.
 
(c) Export and Import Laws . The Company has not exported or imported any goods or products, nor provided any services that would subject the Company to the jurisdiction of the U.S. Export and Import Laws or Foreign Export and Import Laws. The Company has at all times been in compliance with all Applicable Laws relating to trade embargoes and sanctions, and no product, service or financing provided by the Company has been, directly or indirectly, provided to, sold to or performed for or on behalf of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country or Person against whom the U.S. maintains economic sanctions or an arms embargo.

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(d) Export Proceedings . There is no export or import related proceeding, investigation or inquiry pending, or to the Knowledge of the Company, threatened against the Company or any officer or director of the Company by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity.
 
3.18 Broker Fees . The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokers' or finders’ fees or agents’ commissions or any similar charges in connection with this Acquisition Agreement or any other Transaction Document to which the Company is a party or any transaction contemplated hereby or thereby. No finder, broker, agent or other intermediary has acted for or on behalf of the Company in connection with the transactions contemplated by this Acquisition Agreement.
 
3.19 Employment Matters .
 
(a) No officer or other employee who is significant to business of the Company has advised the Company (orally or in writing) that he or she intends to terminate employment with the Company.
 
(b) There is no labor strike currently pending or, to the Knowledge of the Company, threatened against or affecting the Company. The Company has no collective bargaining agreement. The Company has not experienced any work stoppage. No collective bargaining agreement is currently being negotiated, and no union representation issue currently exists.
 
3.20 Employee Benefit Plans .
 
The Company does not currently maintain any Employee Benefit Plans.
 
3.21 Environmental Matters .
 
(a) The Company and any other person it is legally responsible for is and has at all times been, in each case in all material respects, in compliance with all Environmental Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been made, given, filed or commenced (or, to the Knowledge of the Company, threatened in writing) by any Person against the Company alleging any failure to comply with any Environmental Law or seeking contribution towards, or participation in, any remediation of any contamination of any property or thing with Hazardous Materials. In each case, and in all material respects, the Company has obtained, and is and has at all times been in compliance with all of the terms and conditions of, all Permits that are required under any Environmental Law and has at all times complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables that are contained in any applicable Environmental Law. The Company has not manufactured, generated, treated, stored, handled, processed, released, transported or disposed of any Hazardous Materials on, under, from or at any of the Company's properties or in connection with the Company's operations.
 
(b) All properties and equipment used in the business of the Company are and have been free of Hazardous Materials except for any Hazardous Materials in small quantities found in products used by the Company for office or janitorial purposes in material compliance with Environmental Law.

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3.22 Material Contracts .
 
Schedule 3.22 sets forth a list of all Material Contracts including the name of the parties thereto, the date of each such Material Contract. The Company has performed all of its material obligations required to be performed through the date hereof under each Material Contract listed on Schedule 3.22 and the Company is not in material breach or default in any respect thereunder nor has any event or circumstance occurred which, with notice or lapse of time or both, would constitute any such material breach or default. To the Knowledge of the Company, none of the other parties to any Material Contract is in material breach or default in any respect thereunder nor has any event or circumstance occurred which, with notice or lapse of the time or both, would constitute any such material breach or default.
 
3.23 Insurance .
 
Schedule 3.23 includes a true, correct and complete list of all current policies of insurance to which the Company is a party. With respect to each such insurance policy: (a) the policy is in full force and effect by its terms; and (b) the Company has not received any written or oral notice from the insurer disclaiming coverage or reserving rights with respect to a particular claim or such policy in general.
 
3.24 Transactions with Related Parties . No employee, officer, director or shareholder of the Company, nor any member of his or her immediate family, is indebted to the Company. To the Knowledge of the Company, none of such Persons has any direct or indirect ownership interest in (a) any Person with which the Company is Affiliated or with which the Company has a business relationship or (b) any Person that competes with the Company (other than the ownership of less than 5% of the outstanding class of publicly traded stock in publicly traded companies that may compete with the Company). To the Knowledge of the Company, no officer, director or shareholder, nor any member of his or her immediate family, is, directly or indirectly, a party to or interested in any Contract with the Company.
 
3.25 Minute Books and Records . The minute books of the Company contain complete and accurate records of all meetings and other corporate actions of the shareholders and board of directors of the Company. True and complete copies of the minute books of the Company have been made available to Corindus prior to Closing.
 
3.26 Absence of Changes . Since March 31, 2014, there has not occurred, and the Company does not have Knowledge of, any Material Adverse Effect. Except as set forth on Schedule 3.26 , from such date, the Company has conducted its business only in the ordinary course of business consistent with past practices, and the Company has not:
 
(a) failed to use commercially reasonable efforts to preserve intact the Company's present business organization and to keep available the services of its present officers, managerial personnel and key employees or independent contractors and preserve its relationships with customers;
 
(b) failed to use commercially reasonable efforts to maintain its assets in their current condition, except for ordinary wear and tear, or failed to repair, maintain, or replace any of its equipment in accordance with the normal standards of maintenance applicable in the industry;
 
(c) amended, terminated, or failed to use commercially reasonable efforts to renew any Material Contract, or received any written notice that any other Person has or intends to take any such actions;

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(d)  entered into any Contract outside the ordinary course of business;
 
(e)   received notice of cancellation of a Material Contract from any Person that is a party thereto;
 
(f)   transferred, granted any license or sublicense of any rights under or with respect to any of its Intellectual Property other than in the ordinary course of business consistent with past practice;
 
(g)   adopted, terminated or amended any Employee Benefit Plan or materially increased in any manner the compensation or benefits of any officer, director, or employee or other personnel (whether employees or independent contractors);
 
(h)  acquired (including by merger, consolidation, or the acquisition of any equity interest or assets) or sold (whether by merger, consolidation, or the sale of an equity interest or assets), leased, or disposed of any material assets except for fair consideration in the ordinary course of business and consistent with past practice;
 
(i)   mortgaged, pledged, or subjected to any Lien any of its assets;
 
(j)   made any loans, advances or capital contributions to, or investment in, any other Person;
 
(k) entered into any material joint ventures, strategic partnerships or alliances;
 
(l) except as required by GAAP, Applicable Law, or circumstances which did not exist as of such date, changed any of the accounting principles or practices used by it;
 
(m)  changed its practices and procedures with respect to the collection of Accounts Receivable or offered to discount the amount of any Account Receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of Account Receivables) with respect thereto;
 
(n)  declared, paid or set aside assets for any distribution to its shareholders, or purchased, redeemed or acquired any shares or other securities of the Company;
 
(o)   incurred any Indebtedness not in the ordinary of course of business;
 
(p)   failed to pay any Indebtedness or any other accounts payable as it became due;
 
(q)  paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise) other than immaterial claims, liabilities or obligations arising in the ordinary course of business, or cancelled, compromised, waived or released any right or claim other than immaterial rights or claims in the ordinary course of business; or
 
(r)   incurred or committed to incur any capital expenditures, capital additions or capital improvements other than in the ordinary course of business consistent with past practice.
 
3.27 Absence of Certain Business Practices . Neither the Company nor any employee, officer, director or shareholder of the Company, or any other Person acting on behalf of any of them, has, with respect to, on behalf of or to otherwise further the interests of the Company, (a) used funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any direct or indirect unlawful payments to foreign or domestic government officials or employees, (c) established or maintained any unlawful or unrecorded funds or other assets or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions; (d) made any bribe, kickback or other unlawful payment or (e) made any material favor or gift which is not, in good faith, believed by such Person to be fully deductible for any income tax purposes and which was, in fact, so deducted.

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3.28 Compliance with Securities Laws and Listing Requirements .
 
(a)   The Company has complied with all material provisions relating to the issuance of securities, and for the registration thereof, under the Securities Act, other applicable securities laws, and all applicable state securities laws in connection with any and all of its stock issuances. There are no outstanding, pending or threatened stop orders or other actions or investigations relating thereto involving federal and state securities laws. All issued and outstanding shares of the Company Common Stock were to the Knowledge of the Company offered and sold in compliance with federal and state securities laws and were not offered, sold or issued in violation of any preemptive right, right of first refusal or right of first offer and are not subject to any right of rescission. 
(b)   All information regarding the Company which has been provided to Corindus by the Company or set forth in any document or other communication, disseminated to any former, existing or potential shareholders of the Company or to the public or filed with FINRA, the SEC, or any state securities regulators or authorities is to the Knowledge of the Company true, complete, accurate in all material respects, not misleading, and was and is in full compliance with all securities laws and regulations. 
(c)   The Company has timely filed all required documents, reports and schedules with the SEC, the FINRA and any applicable state or regional securities regulators or authorities (collectively, the "Company SEC Documents") except where the failure to so timely file is not or has not been material to the operations of the Company taken as a whole. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, FINRA rules and regulations and state and regional securities laws and regulations, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form and substance in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and its cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). 
(d) There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers.
 
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(e)  The Company’s Common Stock currently trades on the OTCQB Market under the symbol "YIDI" and the Company has and continues to satisfy all of the requirements of the OTCQB Market for such listing and for the trading of the Company's Common Stock thereunder.
ARTICLE 4
 
PRE-CLOSING COVENANTS OF THE PARTIES
 
4.1 Conduct of Business . Except as contemplated by this Acquisition Agreement or to the extent that the other party otherwise consents in writing, from the date of this Acquisition Agreement until the Closing, each party covenants and agrees that it will not:
 
(a) fail to act in the ordinary course of business and consistent with past practices of such party;
 
(b) take any action, or fail to take any action, that would be required to be listed on Schedule 2.26 or Schedule 3.26 if such action or failure to act had occurred after March 31, 2014, and prior to the date hereof;
 
(c) (i) merge or consolidate with or into any other Person; (ii) dissolve or liquidate; (iii) sell, lease or exclusively license all or substantially all of its assets; or (iv) permit the sale or transfer of any shares of capital stock or interests therein;
 
(d) issue, sell, pledge, dispose of, encumber or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any securities of any class or any options, warrants, calls, rights, commitments, agreements, arrangements or undertakings to issue, deliver or sell, or cause to be issued, delivered or sold, securities of any class;
 
(e) except as specifically contemplated by this Acquisition Agreement, change, amend, modify or repeal any provision of its Charter Documents;
 
(f) guarantee, endorse or otherwise become liable or responsible for the obligations of any other Person (other than endorsements of checks in the ordinary course) or make any loans, advances or capital contributions to, or investments in, any Person;
 
(g) make any settlement of or compromise any Tax liability, change any material Tax election or material Tax method of accounting or make any new material Tax election or adopt any new material Tax method of accounting; surrender any right to claim a refund of Taxes; consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or take any other action that would have the effect of materially increasing the Tax liability of such party for any period after the Closing Date or materially decreasing any Tax attribute of such party existing on the Closing Date;
 
(h) except as required by GAAP, Applicable Law or circumstances which did not exist as of such date, change any of the accounting principles or practices used by it; 
 
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(i) commence a lawsuit, administrative proceeding, mediation, arbitration or other similar proceeding other than relating to or arising out of this Acquisition Agreement or the agreements and transactions contemplated hereby;
 
(j) make any loan to, or enter into any transaction directly or indirectly with, any of its shareholders, directors, officers or employees, including any member of his or her immediate family or Affiliates, as applicable, other than transactions contemplated by this Acquisition Agreement;
 
(k) declare, pay or set aside assets for any dividend or otherwise or declare or make any other distribution with respect to its securities, or purchase, redeem or acquire any securities;
 
(l) approve, propose, authorize any of, or commit or agree to take any of, the foregoing actions.
 
4.2 Access and Information . Subject to Applicable Law, until the Closing, each party will afford the other party and their representatives (including accountants and counsel) reasonable access to all properties, books, records, and Tax Returns and all other information with respect to its business, together with the opportunity to make copies of such books, records and other documents and to discuss the business of such party with such directors, officers and counsel as the other party may reasonably request.
 
4.3 Third Party Consents . After the date of this Acquisition Agreement and prior to the Closing, each party will use all reasonable efforts to obtain each Consent under any Contract required to be obtained in connection with the execution, delivery or performance of this Acquisition Agreement or any other Transaction Document by such Party or the consummation of the transactions contemplated hereby or thereby.

4.4 Notification of Certain Matters . Each party will give prompt notice to the other party of (a) the discovery of any event, condition, fact or circumstance that causes, caused, constitutes or constituted a breach in any material respect of any representation or warranty of the party contained in this Acquisition Agreement and (b) the failure of the party to comply with or satisfy in any material respect any covenant to be complied with by it hereunder. No such notification will affect the representations or warranties of the parties or the conditions to their respective obligations hereunder.
 
4.5 Acquisition Proposal .
 
(a) No Solicitation . From the date hereof through the earlier of the termination of this Acquisition Agreement or the Closing, neither party nor any of the officers, directors, agents or representatives of such party, will, and each party will cause its employees, officers, directors, shareholders, agents and representatives not to (and will not authorize any of them to), directly or indirectly (i) solicit, initiate, encourage, knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal with respect to such party; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal with respect to such party; (iii) engage in discussions with any Person with respect to any Acquisition Proposal with respect to such party, except as to the existence of these provisions; (iv) approve, endorse, recommend or submit to a vote of its shareholders any Acquisition Proposal with respect to such party; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to such party.
 
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(b) Notification of Unsolicited Acquisition Proposals . From the date hereof until the earlier of the termination of this Acquisition Agreement or the Closing, each party will immediately after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry that it reasonably believes could lead to an Acquisition Proposal, provide the other party with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a true and complete copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry.
 
4.6 Governmental Consents . Promptly following the execution of this Acquisition Agreement, the parties will proceed to prepare and file with the appropriate Governmental Entities such Consents that are necessary in order to consummate the transactions contemplated by this Agreement and will diligently and expeditiously prosecute, and will cooperate fully with each other in the prosecution of, such matters.
 
4.7 Efforts to Consummate . Subject to the terms and conditions of this Acquisition Agreement, each party hereto will act in good faith and use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, required under Applicable Law in order to consummate the transactions contemplated hereby as expeditiously as reasonably practicable, including (a) obtaining all authorizations, Consents and approvals of any Person which are required for or in connection with the consummation of the transactions contemplated hereby and by the other Transaction Documents; (b) taking any and all reasonable actions necessary to satisfy the conditions to the other parties’ obligations hereunder as set forth in Section 5 ; and (c) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. Each party hereto will refrain from taking any action to frustrate, hinder or delay the satisfaction of closing conditions for the Closing of the transactions contemplated by this Acquisition Agreement.
 
ARTICLE 5
 
CONDITIONS PRECEDENT

5.1 Conditions to Each Party’s Obligation . The respective obligations of the Company and Corindus to effect the transactions contemplated by this Acquisition Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions:
 
(a) Consents and Approvals . The Company and Corindus will have obtained from each Governmental Entity all approvals, waivers and Consents, if any, necessary to consummate the transactions contemplated by this Acquisition Agreement and the other Transaction Documents. 
 
(b) No Injunctions or Restraints . No action, suit, or proceeding will be pending or, to the Knowledge of any Party, threatened, before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, or before any arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent the consummation of the transactions contemplated by this Acquisition Agreement or any other Transaction Document.
 
(c) Conduct of Business . No action will have been taken, nor any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) will have been enacted, by any Governmental Entity that has the effect of materially limiting or restricting a Party’s conduct or operation of its business following the Closing, nor will any proceeding seeking any of the foregoing be pending or threatened.

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(d) No Action . No action will have been taken, nor will any statute, rule or regulation have been enacted, by any Governmental Entity that makes the consummation of the transactions contemplated by this Acquisition Agreement or any other Transaction Document illegal.
 
5.2 Conditions to Obligations of Corindus . The obligations of Corindus to effect the transactions contemplated by this Acquisition Agreement is subject to the satisfaction of the following conditions unless waived, in whole or in part, by Corindus:
 
(a)   Representations and Warranties . Each of the representations and warranties of the Company set forth in Section 3 will be true and correct in all material respects (determined without regard to any materiality or Material Adverse Effect qualifiers contained in such representations and warranties) as of the date of this Acquisition Agreement and (except to the extent such representations and warranties expressly speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date.
 
(b)   Performance of Obligations of the Company . The Company will have performed all obligations in all material respects required to be performed by it under this Acquisition Agreement at or prior to the Closing Time.
 
(c)   Material Adverse Effect . No event or conditions will have occurred prior to the Closing Date or be reasonably likely to occur on or after the Closing Date which, individually or in the aggregate with any other events or conditions, has had or is reasonably likely to have a Material Adverse Effect.
 
(d)   Consents Under Agreements . The Company will have delivered to Corindus the third party consents listed on Schedule 3.6 in a form and substance reasonably satisfactory to Corindus, which consents constitute Consent or approval of each Person that is a party to a Contract (including evidence of the payment or any required payment) and whose Consent or approval will be required in order to permit the consummation of the transactions contemplated hereby or to prevent a breach of such Contract.
 
(e)   Stockholder Approval . The Company's majority shareholder will have approved and adopted this Acquisition Agreement, the Transaction Documents (to the extent required) and the other transactions contemplated hereby, and no such approval and adoption will have been withdrawn, rescinded or otherwise revoked.
 
(f)   SEC Filings . The Company will be current in all required SEC filings as of the Closing Date.
 
(g)   Legal Opinion . Corindus will have received from Sommer & Schneider, LLP, counsel to the Company, an opinion dated the Closing Date, in substantially the form attached hereto as Exhibit L.

(h)   Resignation of Directors and Officers . On the Closing Date, the Company's sole officer and director (and employees, if applicable) will resign and will appoint those persons designated by Corindus to the Company's Board of Directors. Each such resignation will state that Corindus is not any way indebted or obligated to the resigning party for termination pay, loans, advances, or otherwise and that Corindus is fully released from any and all indemnification obligations under the Company Charter Documents or any Contract.

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(i)  Existing Indebtedness. The Company will have provided Corindus with evidence satisfactory to Corindus that all liabilities of the Company (whether listed on the Company’s Financial Statements, on Schedule 3.10, or incurred on or after April 1, 2014, but prior to Closing), with the exception of the Grossman Note, have been satisfied.
 
(j)   Spin-Out of Operations in Satisfaction of Promissory Note. Prior to the Closing, the Company will have provided Corindus with the Spin-Out Agreement executed by the holder of the Grossman Note and the Company, and concurrently with the Closing the holder of the Grossman Note and the Company will fully perform their respective obligations under the Spin-Out Agreement and immediately thereafter will provide Corindus with evidence that the Grossman Note has been fully satisfied and the operations of the Company prior to the Closing have been transferred out of the Company to the holder of the Grossman Note.
 
(k)   Commitment for Equity Purchase. The Company will have provided Corindus with the executed Stock Purchase Agreement and Private Investor Registration Rights Agreement entered into prior to the Closing between the Company and the Private Investor for the purchase and registration, respectively, of 1,000,000 shares of the Company's Common Stock at a purchase price of $2.00 per share, which purchase will close immediately after the Closing.  
 
(l) Demand Registration Rights Agreement. The Company will have provided Corindus with the executed Demand Registration Agreement.
 
(m) Repurchase Agreement. The Company will have provided Corindus with the executed Repurchase Agreement with the Company's majority shareholder and an unaffiliated shareholder regarding the Repurchase Shares in a form acceptable to Corindus.
 
(n)   Certificate of Good Standing . The Company will have provided Corindus with a certificate of good standing from the Secretary of State of the State of Nevada and from those states identified on Schedule 3.1(a) .
 
(o)   Officer's Certificate . The Company will have furnished Corindus with a certificate dated as of the Closing Date signed on its behalf by its sole officer to the effect that the conditions to Closing set forth in Sections 5.2(a)-(o) have been satisfied and that no additional shares of the Company's Common Stock have been issued since the date of this Acquisition Agreement.
 
(p)   Closing Deliveries . All documents, instruments, certificates or other items required to be delivered at the Closing by the Company and any other Persons (other than Corindus) pursuant to this Section 5.2 will have been delivered.
 
(q)   Waiver . Corindus may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to Closing or will be deemed to have waived such condition if it closes the transaction.
 
5.3 Conditions to Obligations of the Company . The obligations of the Company to effect the transactions contemplated by this Acquisition Agreement is subject to the satisfaction of the following conditions unless waived, in whole or in part, by the Company:
 
(a) Representations and Warranties . Each of the representations and warranties of Corindus set forth in this Acquisition Agreement will be true and correct in all material respects as of the date of this Acquisition Agreement and (except to the extent such representations and warranties expressly speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date.

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(b) Performance of Obligations of Corindus . Corindus will have performed in all material respects all obligations required to be performed by it under this Acquisition Agreement at or prior to the Closing Date.
 
(c) Certificates of Good Standing . Corindus will have provided the Company with a certificate from the Secretary of State of the State of Delaware as to Corindus' good standing.
 
(d) No Material Adverse Effect . No event or conditions will have occurred prior to the Closing Date or be reasonably likely to occur on or after the Closing Date which, individually or in the aggregate with any other events or conditions, has had or is reasonably likely to have a Material Adverse Effect on Corindus.
 
(e) Shareholder Approval . The Corindus Shareholders owning a majority of the outstanding shares of Corindus will have approved and adopted this Acquisition Agreement, the Transaction Documents (to the extent required), and the other transactions contemplated hereby, and no such approval and adoption will have been withdrawn, rescinded or otherwise revoked.
 
(f) Certificate . Corindus will have furnished the Company with a certificate dated as of the Closing Date signed on its behalf by its Chief Executive Officer to the effect that the conditions to Closing set forth in Sections 5.3(a) -(k ) have been satisfied.
 
(g) Lock-Up Agreements . Corindus will have delivered to the Company the required executed Lock-Up Agreements in the form attached hereto as Exhibit G .
 
(h) Interest Transfer Agreement . Corindus will have delivered to the Company the executed Interest Transfer Agreement.
 
(i) Legal Opinion . The Company will have received from McDermott Will & Emery LLP, counsel to Corindus, an opinion dated the Closing Date, in substantially the form attached hereto as Exhibit M .
 
(j) Financial Statements . Corindus will have provided the Company with a copy of the Corindus Financial Statements, together with a certificate of its Chief Financial Officer certifying that such Corindus Financial Statements were prepared in accordance with GAAP consistently applied and in accordance with Corindus' historic past practice throughout the periods involved and fairly and accurately present in all material respects the financial position, results of operations and cash flows of Corindus as of the dates, and for the periods, indicated therein.
 
(k) Closing Deliveries . All documents, instruments, certificates or other items required to be delivered at Closing by Corindus pursuant to this Section 5.3 will have been delivered.
 
(l) Waiver . The Company may waive any condition specified in this Section 5.3 if it executes a writing so stating at or prior to the Closing or will be deemed to have waived such condition if it closes the transaction.

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ARTICLE 6 
CLOSING  
6.1 Closing . Unless this Acquisition Agreement will have been terminated and the transactions herein contemplated will have been abandoned pursuant to Section 7 , and subject to the satisfaction or waiver of the conditions set forth in Section 5 , the Closing will take place on or before August 12, 2014 unless another date, time or place is mutually agreed to in writing by the Company and Corindus. If any of the conditions set forth in Section 5 are not satisfied or waived at the time the Closing is to occur pursuant to this Section 6 , the Company or Corindus may, by notice to the other, adjourn the Closing to a date specified in that notice (but not later than the earlier of the second Business Day after the conditions set forth in Section 5 have been so satisfied or waived and the Termination Date).
 
6.2 Actions to Occur at Closing . At the Closing, the following documents will be delivered and the following actions occur:
 
(a) Corindus will deliver, or will cause to be delivered, to the Company the following:
 
(i) a certificate executed by the CEO of Corindus as provided in Section 5.3(f);
(ii) certified copy of resolution adopted by the Board of Directors of Corindus authorizing the Acquisition Agreement, the Transaction Documents and all related corporate actions;
 
(iii) a certificate from the State of Delaware and all other jurisdictions listed in Schedule 3.1(a) dated within five business days of the Closing to the effect that Corindus is in good standing under the laws of Delaware and such other jurisdictions;
(iv) an affidavit, under penalties of perjury, stating that Corindus is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code, dated as of the Closing date, and in form and substance required by Treasury Regulation Section 1.897-2(h);
(v) the certificates, and other documents required to be delivered pursuant to Section 5.3 of this Agreement;
(vi) certified copy of resolution adopted by the majority of the Corindus Shareholders authorizing the Acquisition;
(vii) all other items, the delivery of which is a condition precedent to the obligations of Corindus as set forth herein;
(b) The Company will deliver or cause to be delivered to Corindus:
 
(i) a certificate of the sole officer of the Company as provided in Section 5.2(m);
 
(ii) certified copy of resolution adopted by the sole director of the Company authorizing the Acquisition Agreement, the Transaction Documents and all related corporate actions;

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(iii) a certificate from the State of Nevada and all other jurisdictions listed in Schedule 3.1(a) dated within five business days of the Closing to the effect that the Company is in good standing under the laws of Nevada and such other jurisdictions;
 
(iv) the written resignation of the sole officer and director of the Company and the written appointment of Corindus' nominees as directors as provided in Section 5.2(h);
 
(v) the executed Repurchase Agreement with the Company's majority shareholder and an unaffiliated shareholder regarding the Repurchase Shares as provided in Section 5.2(l);
 
(vi) the executed Spin-Out Agreement as provided in Section 5.2(j);
 
(vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Acquisition Agreement; and
 
(viii) all other items, the delivery of which is a condition precedent to the obligations of the Company, as set forth herein.
 
ARTICLE 7
 
TERMINATION, AMENDMENT and WAIVER
 
7.1 Termination . Anything contained in this Acquisition Agreement to the contrary notwithstanding, this Acquisition Agreement may be terminated at any time prior to the Closing:
 
(a) By the mutual written consent of Corindus and the Company;
 
(b) By either party if (i) a claim is threatened or made against the other party, including without limitation, any civil, criminal or regulatory proceeding; (ii) there is a Material Adverse Change in the financial condition of the other party in an amount in excess of $500,000; or
 
(c) By either party if such party determines in its reasonable good faith that any of the conditions to Closing set forth in Section 5 will not be met; provided such party has not materially contributed to the failure of such condition to Closing; or
 
(d) Automatically, without any action by any party to this Agreement, at 5:00 p.m. (Eastern Time) on the 90 th day after the date of this Acquisition Agreement if any condition to Closing has not then been satisfied or waived, unless such date is extended by the written agreement of the parties.
 
7.2 Notice of Termination . Any party to this Acquisition Agreement desiring to terminate this Acquisition Agreement will give written notice of such termination to the other parties to this Acquisition Agreement.
 
7.3 Effect of Termination . If this Acquisition Agreement is terminated pursuant to Section 7.1 , all obligations of the parties under this Acquisition Agreement will be terminated without liability of any party to the other party, and all provisions will become void and have no effect except for the provisions of this Section 7.3 , Section 10.12 (regarding public announcements), Article 9 (regarding confidentiality) and the other provisions of Article 10 (except Section 10.1) .

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ARTICLE 8
 
SURVIVAL OF REPRESENTATIONS AND WARRANTIES, INDEMNITY, SET-OFF
Notwithstanding any investigation conducted at any time by or on behalf of a party, all representations, warranties, covenants and agreements of the parties in this Acquisition Agreement and in any other agreements, documents or certificates executed or delivered by any party pursuant to this Acquisition Agreement will survive the execution, delivery and performance of this Agreement.
8.1 Survival of Covenants and Agreements . The respective representations, warranties, covenants and agreements of the Company and Corindus contained in this Acquisition Agreement, or any schedule attached hereto or any agreement or document delivered pursuant to this Acquisition Agreement will survive for a period of one (1) year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters will survive for a period of two (2) years from the consummation of the transactions contemplated hereby; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 will survive until such covenant, term or provision has been fully paid, performed or discharged.
 
8.2 Indemnification .
 
(a) Corindus agrees to indemnify and hold the Company and its officers, directors, shareholders, employees, affiliates and agents harmless from damages, losses, liabilities, assessments, judgments, costs or expenses (including, without limitation, penalties, interest and reasonable counsel fees and expenses), (each a "Claim"), in excess of $100,000 in the aggregate, as a result of or arising out of the breach of any representation or warranty made by Corindus or the failure of any representation or warranty made by Corindus pertaining to this Acquisition Agreement or in any schedule attached hereto or any document or agreement delivered hereunder to be true and correct in all respects as of the date of this Acquisition Agreement and as of the Closing Date or the non-performance by Corindus of any covenant, term or provision to be performed by it hereunder or in any of the documents or agreements delivered hereunder which may be imposed or sought to be imposed on the Company or Corindus.
 
(b) The Company's right to indemnification as provided in this Section 8.2 will not be eliminated, reduced or modified in any way as a result of the fact that (i) the Company has notice of a breach or inaccuracy of any representation, warranty or covenant contained herein; (ii) the Company has been provided with access, as requested by the Company, to officers and employees of Corindus and such of Corindus’ books, documents, contracts and records as has been provided to the Company in response to the Company’s requests.
 
(c) Company agrees to indemnify and hold the Corindus and its officers, directors, shareholders, employees, affiliates and agents harmless from any Claim in excess of $100,000 in the aggregate, as a result of or arising out of the breach of any representation or warranty made by Company or the failure of any representation or warranty made by Company pertaining to this Acquisition Agreement or in any schedule attached hereto or any document or agreement delivered hereunder to be true and correct in all respects as of the date of this Acquisition Agreement and as of the Closing Date or the non-performance by Company of any covenant, term or provision to be performed by it hereunder or in any of the documents or agreements delivered hereunder which may be imposed or sought to be imposed on Corindus or the Company.
 
(d) Corindus’ right to indemnification as provided in this Section 8.2 will not be eliminated, reduced or modified in any way as a result of the fact that (i) Corindus has notice of a breach or inaccuracy of any representation, warranty or covenant contained herein; (ii) Corindus has been provided with access, as requested by Corindus, to officers and employees of the Company and such of the Company’s books, documents, contracts and records as has been provided to Corindus in response to Corindus’ requests.

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8.3 Conditions of Indemnification .
 
(a) A party entitled to indemnification hereunder (the "Indemnified Party") will notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any Claim or potential liability for Taxes ("Tax Claim") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice will be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual Knowledge thereof. The Indemnifying Party will satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemnified Party if an amount is specified therein, or promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto will be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above will not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.
 
(b) If the facts giving rise to any such indemnification involve any actual, threatened or possible Claim or demand or Tax Claim by any person not a party to this Agreement against the Indemnified Party, the Indemnifying Party will be entitled to contest or defend such Claim or demand or Tax Claim at its expense and through counsel of its own choosing, which counsel will be reasonably acceptable to the Indemnified Party, such right to contest or defend will only apply if the Indemnifying Party gave written notice of its intention to assume the contest and defense of such Claim or demand or Tax Claim to the Indemnified Party as soon as practicable, but in no event more than thirty days after receipt of the notice of such Claims or demand or Tax Claim, and provided the Indemnified Party with appropriate assurances as to the creditworthiness of the Indemnifying Party, and that the Indemnifying Party will be in a position to pay all fees, expenses and judgments that might arise out of such Claim or demand or Tax Claim. The Indemnified Party will have the obligation to cooperate in the defense of any such Claim or demand or Tax Claim and the right, at its own expense, to participate in the defense of any Claim or demand or Tax Claim. So long as the Indemnifying Party is defending in good faith any such Claim or demand or Tax Claim asserted by a third party against the Indemnified Party, the Indemnified Party will not settle or compromise such Claim or demand or Tax Claim. The Indemnifying Party will have the right to settle or compromise any such Claim or demand or Tax Claim without the consent of the Indemnified Party at any time utilizing its own funds to do so if in connection with such settlement or compromise the Indemnified Party is fully released by the third party and is paid in full any indemnification amounts due hereunder. The Indemnified Party will make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party Claim or demand or Tax Claim and will otherwise cooperate, at the expense of the Indemnifying Party, in the defense thereof in such manner as the Indemnifying Party may reasonably request. Whether or not the Indemnifying Party elects to defend such Claim or demand or Tax Claim, the Indemnified Party will have no obligation to do so.

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ARTICLE 9
CONFIDENTIALITY 
No party will, and each will cause its Affiliates not to, disclose to any Person, either directly or indirectly, this Acquisition Agreement, the Transaction Documents, the transactions to be performed in connection with this Acquisition Agreement or the Transaction Documents, and the terms and conditions of each of the foregoing, unless otherwise required by Applicable Laws (in which case the disclosing party will provide sufficient advance written notice of such disclosure to allow the other party reasonable time to seek temporary, interim or permanent injunctions to such disclosure with the appropriate Governmental Entities), without the prior written consent of the other party; provided, that any party hereto may disclose such information to its shareholders, directors, officers, employees, agents, financing sources or advisors (including attorneys, accountants and financial advisors) who need to know such information to consummate the transactions contemplated by this Acquisition Agreement who will be instructed that the information is confidential and subject to restrictions on disclosure and use, and provided further, that the Company may provide information concerning this Acquisition Agreement and the transactions contemplated hereby, including delivery of copies of this Acquisition Agreement or the Transaction Documents to underwriters and others in connection with the registration of its securities under the Securities Act, as amended, and any applicable state blue sky laws, as it may deem necessary or appropriate in connection with a proposed public offering of its securities. After the Closing, the Company may provide information with respect to this Acquisition Agreement and the transactions contemplated hereby, including the delivery of copies of this Acquisition Agreement or the Transaction Documents as may be required under any Applicable Law or considered appropriate in connection with any proposed financing, transaction or other business matter undertaken by the Company. In the event the Closing does not occur or this Acquisition Agreement is terminated for any reason, will promptly return such documents and all copies of such documents and all notes and other evidence thereof, including material stored on a computer, and will not use such information for its own advantage, except to the extent that (i) the information must be disclosed by law, (ii) the information becomes publicly available by reason other than disclosure by the Party subject to the confidentiality obligation, (iii) the information is independently developed without use of or reference to the other Party’s confidential information, (iv) the information is obtained from another source not obligated to keep such information confidential, (v) the information is already publicly known or known to the receiving Party when disclosed as demonstrated by written documentation in the possession of such Party at such time, or (vi) in connection with any legal proceeding hereunder.
ARTICLE 10
 
GENERAL PROVISIONS
 
10.1 Reasonable Efforts; Further Assurances . Subject to the terms and conditions of this Acquisition Agreement, each party to this Acquisition Agreement after the Closing Date will act in good faith and use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, required under Applicable Laws in order to give effect to the transactions contemplated hereby as expeditiously as reasonably practicable.
 
10.2 No Waiver Relating to Claims for Fraud . None of the provisions set forth in this Acquisition Agreement will be deemed a waiver by any party to this Acquisition Agreement of any right or remedy which such party may have at law or equity based on any other party’s fraudulent acts or omissions, intentional misrepresentation or willful breach, nor will any such provisions limit, or be deemed to limit (a) the amounts of recovery sought or awarded in any such claim for fraud, intentional misrepresentation or willful breach; (b) the time period during which a claim for fraud, intentional misrepresentation or willful breach may be brought, subject in any event to any statute of limitations; or (c)  the recourse which any such party may seek against another party with respect to a claim for fraud, intentional misrepresentation or willful breach; provided, that with respect to such rights and remedies at law or equity, the parties further acknowledge and agree that none of the provisions of this Section 10.2 nor any reference to this Section 10.2 throughout this Acquisition Agreement, will be deemed a waiver of any defenses which may be available in respect of actions or claims for fraud, intentional misrepresentation or willful breach, including defenses of statutes of limitations.

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10.3 Amendment and Modification . This Acquisition Agreement may be amended or modified by the parties hereto in writing signed by the Company and Corindus, provided, that no amendment will be made which by Applicable Law requires further approval by shareholder without such further approval.
 
10.4 Waiver of Compliance . Any failure of the Company or Corindus to comply with any obligation, covenant, agreement or condition contained herein may be waived only if set forth in an instrument in writing signed by the party or parties to be bound by such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any other failure.
 
10.5 Severability . If any term or other provision of this Acquisition Agreement is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Acquisition Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Governmental Entity making such determination is authorized and instructed to modify this Acquisition Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible. 
 
10.6 Expenses and Obligations . Each party to this Acquisition Agreement will bear all fees and expenses incurred by such party in connection with, relating to or arising out of the negotiation, preparation, execution, delivery and performance of this Acquisition Agreement and the consummation of the transactions contemplated hereby, including financial advisors’, attorneys’, accountants’ and other professional fees and expenses.
 
10.7 Parties in Interest . This Acquisition Agreement will be binding upon and inure solely to the benefit of each party hereto and their successors and assigns, and nothing in this Acquisition Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Acquisition Agreement.
 
10.8 Notices . All notices and other communications hereunder will be in writing and will be deemed given if delivered by hand, mailed by registered or certified mail (return receipt requested), sent by facsimile, sent by Federal Express or other recognized overnight courier to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

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If to the Company , to:
 
Ms. Leah Hein
Chief Executive Officer
Your Internet Defender Inc.
20 E. Sunrise Highway, Suite 101
Valley Stream, NY 11581
Phone: (863) 669-3724
 
with a copy to :
 
Joel C. Schneider, Esq.
Sommer & Schneider, LLP
21 Alfred Road
Merrick, NY 11566
Phone: (516) 729-9497

If to Corindus , to:
 
Mr. David Handler
Chief Executive Officer
Corindus, Inc.
309 Waverly Oaks Rd., Suite 105
Waltham, MA 02452
Phone: (508) 653-3335
 
with a copy to :
 
McDermott Will & Emery LLP
28 State Street
Boston, MA 02109
Attn: Richard B. Smith
Phone: (617) 535-3876
 
Any of the above addresses may be changed at any time by notice given as provided above; provided, that any such notice of change of address will be effective only upon receipt. All notices, requests or instructions given in accordance herewith will be deemed received on the date of delivery, if hand delivered, on the date of receipt, if transmitted by facsimile, three Business Days after the date of mailing, if mailed by registered or certified mail, return receipt requested and one Business Day after the date of sending, if sent by Federal Express or other recognized overnight courier.
 
10.9 Counterparts . This Acquisition Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
 
10.10 Time . Time is of the essence in each and every provision of this Acquisition Agreement.

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10.11 Entire Agreement . This Acquisition Agreement (which term will be deemed to include the exhibits and schedules hereto and the other certificates, documents and instruments delivered hereunder), and the other Transaction Documents will constitute the entire agreement of the parties hereto and supersede all prior agreements, letters of intent and understandings, both written and oral, among the parties with respect to the subject matter of this Acquisition Agreement and the other Transaction Documents.
 
10.12 Public Announcements . Except for statements made or press releases issued (a) pursuant to the Securities Act or the Exchange Act; (b) pursuant to any listing agreement with any national securities exchange or the FINRA; or (c) as otherwise required by law, neither the Company nor Corindus will issue any press release or otherwise make any public statements with respect to this Acquisition Agreement or the transactions contemplated hereby without the express prior written approval of the other Party.
 
10.13 Attorney's Fees . In any action or proceeding instituted by a party arising in whole or in part under, related to, based on, or in connection with, this Acquisition Agreement or the subject matter hereof, the prevailing party will be entitled to receive from the losing party reasonable attorney’s fees, costs and expenses incurred in connection therewith, including any appeals therefrom. The prevailing party will be the one which substantially receives the relief sought by it in connection with any arbitration or proceeding.
 
10.14 Assignment . Neither this Acquisition Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto, whether by operation of law or otherwise.  Any assignment in violation of the foregoing will be null and void.
 
10.15 Governing Law; Jurisdiction and Venue . THIS AGREEMENT, AND ANY MATTER OR DISPUTE ARISING HEREUNDER OR IN CONNECTION WITH THIS AGREEMENT, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO THE LAWS OR RULES OF THE STATE OF DELAWARE RELATING TO CONFLICT OF LAWS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF: (I) ANY STATE COURTS OF THE STATE OF NEVADA AND (II) ANY FEDERAL COURT LOCATED IN THE STATE OF NEVADA, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS ACQUISITION AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THOSE LOCATED IN THE STATE OF NEVADA. IN ADDITION, EACH PARTY CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH THIS ACQUISITION AGREEMENT.
 
10.16 Rules of Construction .
 
(a)   Each of the parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Acquisition Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Acquisition Agreement and the documents referred to herein, and any and all drafts relating thereto will be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Acquisition Agreement against any party that drafted it is of no application and is hereby expressly waived.
 
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(b)  All references in this Acquisition Agreement to Exhibits, Schedules, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, subsections and other subdivisions of this Acquisition Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Acquisition Agreement are for convenience only, do not constitute any part of such Sections, subsections or other subdivisions, and will be disregarded in construing the language contained therein. The words "this Acquisition Agreement," "herein," "hereby," "hereunder" and "hereof" and words of similar import, refer to this Acquisition Agreement as a whole and not to any particular subdivision unless expressly so limited. The words "this Section," "this subsection" and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "including" (in its various forms) means "including, without limitation." Pronouns in masculine, feminine or neuter genders will be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form will be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein will include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise requires, all references to a specific time will refer to Florida time.
 
(c)  Any information set forth in a schedule to this Acquisition Agreement will be deemed to be disclosed solely for purposes of the section of this Acquisition Agreement to which such schedule applies, except to the extent that such information is cross-referenced in another schedule. If there is any inconsistency between the statements in the body of this Acquisition Agreement and those in the schedule, the statements in the body of this Acquisition Agreement will control. Nothing in a schedule will be deemed adequate to disclose an exception to a representation or warranty made herein, unless the schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The mere listing (or inclusion of a copy) of a document or other item in a schedule will not be deemed adequate to disclose an exception to a representation or warranty made in this Acquisition Agreement (unless the representation or warranty pertains to the existence of the document or other item itself).
 
(d)  Notwithstanding anything contained in this Acquisition Agreement to the contrary, except as otherwise expressly provided in this Acquisition Agreement, the parties hereto covenant and agree that no amount will be (or is intended to be) included, in whole or in part (either as an increase or a reduction), more than once in the calculation of (including any component of) the Acquisition consideration or any component thereof or calculation relating thereto, or any other calculated amount pursuant to this Acquisition Agreement if the effect of such additional inclusion (either as an increase or a reduction) would be to cause such amount to be over- or under-counted for purposes of the transactions contemplated by this Acquisition Agreement. The parties hereto further covenant and agree that if any provision of this Acquisition Agreement requires an amount or calculation to be "determined in accordance with this Acquisition Agreement and GAAP" (or words of similar import), then to the extent that the terms of this Acquisition Agreement conflict with, or are inconsistent with, GAAP in connection with such determination, the terms of this Acquisition Agreement will control.
 
[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the Company and Corindus have executed this Acquisition Agreement, all as of the day and year first above written.

 	YOUR INTERNET DEFENDER INC.	

 	By:     	/s/ Leah Hein	 	
 	 	Leah Hein	
 	 	Chief Executive Officer	

 	CORINDUS, INC.	

 	By:     	/s/ David M. Handler		
 	 	David M. Handler	
 	 	Chief Executive Officer	

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Exh. No.	Name of Exhibit	
 	 	
Exhibit A	Defined Terms	
Exhibit B	Interest Transfer Agreement	
Exhibit C	Form of Stock Option for 2006 Option Holders (Employees)	
Exhibit D-1	Form of Stock Option for 2008 Option Holders (Officer)	
Exhibit D-2	Form of Stock Option for 2008 Option Holders (Employees)	
Exhibit E	Form of Stock Option for 2006 Option Holders (Directors)	
Exhibit F	Form of Stock Option for 2008 Option Holders (Directors)	
Exhibit G	2014 Stock Award Plan	
Exhibit H	Form of Lock-up Agreement	
Exhibit I	Form of Certificate of Amendment and Restatement of Articles	
Exhibit J	Demand Registration Rights Agreement	
Exhibit K	Form of Shareholder Exchange Letter	
Exhibit L	Form of Legal Opinion for Your Internet Defender Inc.	
Exhibit M	Form of Legal Opinion for Corindus, Inc.	

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EXHIBIT A
 
DEFINED TERMS
 
"Acquisition Proposal" means any offer or proposal relating to any transaction or series of related transactions other than the transactions contemplated by this Agreement involving (a) any acquisition or purchase by any Person of any interest in the voting securities or other capital stock of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (other than the Stockholders) beneficially owning voting securities or other capital stock of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (b) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 10% of the assets of the Company; or (c) any liquidation or dissolution of the Company.
 
"Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition and this Acquisition Agreement, the term "control" (and correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person.
 
"Applicable Laws" means all laws, statutes, constitutions, treaties, directives, rules, regulations, principles of common law, resolutions, codes, ordinances, requirements, judgments, orders, decrees, injunctions, and writs of any Governmental Entity which has, or the Company believes is reasonably likely to have, jurisdiction over the Company or the businesses, operations or assets of the Company, as they may be in effect on or prior to the Closing.
 
"Business Day" means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in the state of Delaware are authorized or required to be closed.
 
"Code" means the United States Internal Revenue Code of 1986, as amended. All references to the Code, U.S. Treasury regulations or other governmental pronouncements will be deemed to include references to any applicable successor regulations or amending pronouncement.
 
"Consents" means all consents, approvals, orders or authorizations of, or registration, qualification, designation, declaration or filing with, any Governmental Entity, and all consents, waivers and approvals of third Persons.
 
"Contract" means any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature to which the reference Person is a party or by which such Person, or any of its properties or assets, is bound or affected.
 
"Employee Benefit Plans" means the following, whether written or oral and regardless of whether voluntarily sponsored or mandatorily sponsored pursuant to the Applicable Laws of any Governmental Entity: (a) any nonqualified deferred compensation or retirement plan or arrangement that is an Employee Pension Benefit Plan; (b) any qualified defined contribution retirement plan or arrangement that is an Employee Pension Plan; (c) any qualified defined benefit retirement plan or arrangement that is an Employee Pension Benefit Plan; (d) any Employee Welfare Benefit Plan or fringe benefit plan or program; (e) any profit sharing, bonus, stock option, stock purchase, consulting, employment, severance or incentive plan, agreement or arrangement; (f) any plan, agreement or arrangement providing benefits related to clubs, vacation, childcare, parenting, sabbatical or sick leave; and (g) each other employee benefit plan, agreement, arrangement, program, practice or understanding that is not described previously in this definition.

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"Employee Pension Benefit Plan" has the meaning set forth in Section 3(2) of ERISA and specifically includes, but is not limited to, any plan operated pursuant to the laws of any Governmental Entity other than the United States.
 
"Employee Welfare Benefit Plan" has the meaning set forth in Section 3(1) of ERISA and specifically includes, but is not limited to, any plan operated pursuant to the laws of any Governmental Entity other than the United States.
 
"Environmental Law" means any Applicable Law relating or pertaining to the public health and safety (including workplace health and safety) or the environment or otherwise governing the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, removal, discharge or disposal of Hazardous Materials, including, (a) the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq ., as amended; (b) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq ., as amended; (c) the Clean Water Act, 33 U.S.C. § 1251 et seq ., as amended; (d) the Clean Air Act, 42 U.S.C. § 7401 et seq ., as amended; (e) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq ., as amended; (f) the Emergency Planning and Community Right To Know Act, 42 U.S.C. § 11001 et seq ., as amended; (g) the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq ., as amended; and (h) analogous laws and regulations implemented in the European Union, its member states, and any other country in which the Company conducts business.
 
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
 
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
"FINRA" means the Financial Industry Regulatory Authority.
 
"Foreign Export and Import Laws" means the laws and regulations of a foreign government regulating exports, imports or re-exports to or from the foreign country, including the export or re-export of any goods, services or technical data.
 
"GAAP" means generally accepted accounting principles in the United States.
 
"Governmental Entity" means any national, state, municipal, provisional, local or foreign government, any instrumentality, subdivision, department, ministry, board, court, administrative agency or commission, or other governmental entity or instrumentality or political subdivision thereof, or any quasi-governmental or private body exercising any executive, legislative, judicial, regulatory, taxing, importing or other governmental functions.
 
"Hazardous Material" means (a) any hazardous waste, hazardous substance, toxic pollutant, hazardous air pollutant or hazardous chemical (as any of such terms may be defined under, or for the purpose of, any Environmental Law); (b) asbestos; (c) polychlorinated biphenyls; (d) petroleum or petroleum products; (e) underground storage tanks, whether empty, filled or partially filled with any substance; (f) any substance the presence of which on the property in question is prohibited under any Environmental Law; or (g) any other substance that under any Environmental Law requires special handling or notification of or reporting to any federal, state or local governmental entity in its generation, use, handling, collection, treatment, storage, transportation, removal, discharge or disposal.

44 	

 	

"Indebtedness" without duplication, means (a) all indebtedness (including the principal amount thereof or, if applicable, the accredited amount thereof and the amount of accrued and unpaid interest thereon) of a Party, whether or not represented by bonds, debentures, notes or other securities, for the repayment of money borrowed, whether owing to banks, financial institutions, on equipment leases or otherwise; (b) all deferred indebtedness of a Party for the payment of the purchase price of property or assets purchased; (c) all obligations of a Party to pay rent or other payment amounts under a lease of real or Personal Property which is required to be classified as a capital lease or a liability on the face of a balance sheet prepared in accordance with GAAP; (d) any outstanding reimbursement obligation of a Party with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of a Party; (e) any payment obligation of a Party under any interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement entered into for the purpose of limiting or managing interest rate risks; (f) all indebtedness for borrowed money secured by any Lien existing on property owned by a Party, whether or not indebtedness secured thereby will have been assumed; (g) all guaranties, endorsements, assumptions and other contingent obligations of a Party in respect of, or to purchase or to otherwise acquire, indebtedness for borrowed money of others; (h) all premiums, penalties and change of control payments required to be paid or offered in respect of any of the foregoing as a result of the consummation of the transactions contemplated by this Agreement regardless if any of such are actually paid; and (i) all obligations of a Party, whether interest bearing or otherwise, owed to any shareholder, or any shareholder's Affiliates.
 
"Intellectual Property" means all intellectual property rights arising under the laws of the United States or of any other jurisdiction, including all such rights in any of the following: (a) patents, patent applications, statutory invention registrations, including reissues, divisions, continuations, continuations in part, and reexaminations; (b) trademarks, service marks, trade dress, logos, slogans, and all identifiers of source, including all goodwill therein, and any and all common law rights, and registrations and applications for registration thereof, all rights therein, trade names, fictitious business names (d/b/a’s), URL’s and domain names; (c) copyrights and works of authorship in any media (including computer programs, software, databases and compilations, files, applications, Internet site content, and documentation and related items), moral rights, mask works, whether or not registered, and registrations and applications for registration for any of the foregoing; and (d) trade secrets and confidential information, including all source code, documentation, know how, processes, technology, formulae, customer lists, business and marketing plans, inventions, and marketing information.
 
"Knowledge" means, with respect to a specified Person, the actual knowledge of such specified Person; and as to Corindus will mean the actual knowledge of Corindus' executive officers, and as to the Company, will include the actual knowledge of the Company and the sole officer of the Company.
 
"Leased Real Property" means all real property currently leased or otherwise used or occupied for the operation of business.
 
"Legal Proceeding" means any claim, action, suit, settlement, hearing, investigation or proceeding, or governmental inquiry.
 
"Lien" and "Liens" means liens, pledges, voting agreements, voting trusts, proxy agreements, security interests, mortgages, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights-of-way, covenants, restrictions, rights of first refusal, encroachments, and other burdens, options or encumbrances of any kind.

45 	

 	
 
"Material Adverse Effect" when used with respect to either the Company or Corindus means any result, occurrence, fact, change, event or effect (whether or not foreseeable or known as of the date of the Closing or covered by insurance) that, individually or in the aggregate with any such other results, occurrences, facts, changes, events or effects, is or would reasonably be expected to be (whether or not such result, occurrence, fact, change, event or effect has, during the period or at any time in question, manifested itself in such party's historical consolidated financial statements) materially adverse to the business, operations, assets, financial condition, results of operations, or capitalization of the Party or (b) the ability of the Party or its shareholders to consummate any transaction contemplated by this Acquisition Agreement or any Transaction Documents, provided that , for purposes of this Acquisition Agreement, a Material Adverse Effect shall not include: (i) changes to the industry or markets in which the business of Corindus operates, (ii) the announcement or disclosure of the transactions contemplated hereunder, (iii) general economic, regulatory or political conditions or changes, (iv) changes in or the condition of financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (v) military action or any act of terrorism, (vi) changes in Applicable Laws or GAAP, (vii) compliance with the terms of this Acquisition Agreement or with any request of the other Party, (viii) any “Act of God”, including, but not limited to, any hurricane, fire, earthquake or other natural disaster, and (ix) the failure of Corindus to meet or achieve the results set forth in any projection, estimate, forecast or plan.
 
"Permits" means all franchises, permits, certificates, licenses, consents, filings, sanctions, registrations, variances, exemptions, orders, authorizations and approvals from, and declarations and filings with Governmental Entities.
 
"Permitted Encumbrances" means (a) statutory Liens for current Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves are reflected on the Financial Statements; (b) mechanics’, carriers’, workers’, repairers’ and other similar Liens imposed by Applicable Law arising or incurred in the ordinary course of business and consistent with past practices of a Party for obligations that are not yet past due or that are being contested in good faith by appropriate proceedings and for which adequate reserves are reflected on the Financial Statements; (c) Liens on leases of real property arising from the provisions of such leases, including, in relation to Leased Real Property, any agreements and/or conditions imposed on the issuance of land use permits, zoning, business licenses, use permits or other entitlements of various types issued by any Governmental Entity, necessary or beneficial to the continued use and occupancy of such Leased Real Property or the continuation of the business conducted by a Party; (d) pledges or deposits made in the ordinary course of business and consistent with past practices of a Party in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) zoning regulations and restrictive covenants and easements that do not detract in any material respect from the value of each party's leasehold estate in the Leased Real Property and do not materially and adversely affect, impair or interfere with the use by a Party of any property affected thereby and (f) utility easements, to serve or serving the Leased Real Property.
 
"Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other entity.
 
"Personal Property" means all of the machinery, equipment, equipment structures, machinery, fixtures, hardware, systems, infrastructure, computer programs, computer software, tools, motor vehicles, furniture, furnishings, leasehold improvements, office equipment, inventory, supplies, plant, spare parts, and other tangible or intangible personal property which are owned or leased by a Party and which are used or held for use in its business or operations.
 
46 	

 	

"SEC" means the U.S. Securities and Exchange Commission.
 
"Securities Act" means the Securities Act of 1933, as amended.
 
"Tax" or "Taxes" means (a) any taxes, assessments, fees and other governmental charges imposed by any Governmental Entity, including income, profits, gross receipts, net proceeds, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, or other charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not; (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of the operation of law or any express or implied obligation to indemnify any other Person.
 
"Tax Items" means items of income, gain, loss, deduction and credit or other such items.
 
"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
 
"Taxing Authority" means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-Governmental Entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.
 
"Transaction Documents" means, collectively, this Acquisition Agreement and each other agreement, document and instrument required to be executed in accordance herewith, prior to or after the Closing.
 
"U.S. Export and Import Laws" means the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (ITAR) (22 CFR 120-130), the Export Administration Act of 1979, as amended (50 U.S.C. 2401-2420), the Export Administration Regulations (EAR) (15 CFR 730-774), the Foreign Assets Control Regulations (31 CFR Parts 500-598), the laws and regulations administered by Customs and Border Protection (19 CFR Parts 1-199) and all other U.S. laws and regulations regulating exports, imports or re-exports to or from the United States, including the export or re-export of goods, services or technical data from the United States of America.
 
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Exhibit B
 
INTEREST TRANSFER AGREEMENT 
 
This INTEREST TRANSFER AGREEMENT (the "Agreement") dated August ___, 2014, is entered into by and between Corindus, Inc., a Delaware corporation (the "Transferor"), and Your Internet Defender Inc., a Nevada corporation (the "Transferee").
 
WITNESSETH
 
WHEREAS , the Transferor is the owner of 100% of the issued and outstanding shares of Corindus Security Corporation, a Delaware corporation (“Corindus Security”).
 
WHEREAS , the Transferor desires to transfer, as of immediately after, but contingent upon, the Closing (as defined in that certain Securities Exchange and Acquisition Agreement, dated as of August 5, 2014, by and between the Transferor and the Transferee) (the “Effective Time”), all of its ownership interest in Corindus Security (the "Interest") to the Transferee and the Transferee desires to accept such Interest as of the Effective Time on the terms and conditions set forth herein.
 
NOW, THEREFORE , in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereto agree as follows:
 
Section 1. Agreement to Transfer and Assign: Delivery and Acceptance .
 
1.1 On the terms and subject to the conditions set forth herein, (i) the Transferor shall transfer, assign, set over and otherwise convey the Interest to the Transferee as of the Effective Time and (ii) as of the Effective Time, the Transferee shall accept, assume, take over and succeed to all of the Transferor’s rights and title to the Interest, and the Transferee covenants and agrees to discharge, perform and comply with, and to be bound by, all the terms, conditions, provisions, obligations, covenants and duties of the Transferor in the Interest. At the Effective Time, or as soon as practicable thereafter, Transferor shall transfer all of the Transferor’s rights and title to the Interest to Transferee by delivery of the certificate(s) representing the Interest, duly endorsed or together with duly executed transfer powers, in form and substance satisfactory to Transferee.
 
1.2 At the Effective Time, or as soon as practicable thereafter, Transferee shall pay to Transferor One Dollar ($1) as the purchase price for the Interest.
 
1.3 This Agreement shall be effective immediately after the Closing, but contingent upon the Closing.
 
Section 2. Representations; Warranties and Covenants .
 
2.1. The Transferor represents and warrants to the Transferee that:
 
(a) Organization; Powers . The Transferor has obtained all requisite corporate authority to assign the Interest and has the power and authority to execute, deliver and perform its obligations under this Agreement;
 
(b) Enforceability . This Agreement has been duly authorized, executed and delivered by the Transferor and constitutes the legal, valid and binding obligations of the Transferor enforceable against the Transferor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

 	

(c) Title and Ownership . The Transferor is the sole legal and beneficial owner of the Interest and has full power and lawful authority to transfer, convey and assign to the Transferee all of the Transferor’s rights, title and interest in and to the Interest in the manner contemplated hereby. The provisions of this Agreement, including the delivery by the Transferor to the Transferee of the certificate(s) representing the Interest, duly endorsed or together with duly executed transfer powers, shall be effective to convey to, and vest in, the Transferee ownership of the Interest and the Transferee shall be entitled to exercise all rights as the sole owner of such Interest. After giving effect to the consummation of the transactions contemplated hereby, neither the Transferor nor any person claiming under or through the Transferor shall have any valid claim to or interest in the Interest; and
 
(d) Liens . The Interest is free from all liens. Upon execution of this Agreement and the delivery by the Transferor to the Transferee of the certificate(s) representing the Interest, duly endorsed or together with duly executed transfer powers, legal title to the Interest and all rights and benefits under the Interest shall pass to the Transferee as of the Effective Time.
 
2.2. The Transferee represents and warrants to the Transferor that:
 
(a) Organization: Powers . The Transferee has the power and authority to execute, deliver and perform its obligations under this Agreement; and
 
(b) Enforceability . This Agreement has been duly authorized, executed and delivered by the Transferee and constitutes the legal, valid and binding obligations of the Transferee enforceable against the Transferee in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
 
2.3. All representations, warranties, covenants and agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closing hereunder.
 
Section 3. Notices .
 
Any notice or communication under this Agreement shall be sufficiently given if in writing and mailed by first-class mail, postage prepaid, or delivered in person or by facsimile, email or overnight air courier guaranteeing next day delivery, addressed as on file.
 
Section 4. Amendment .
 
Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by the Transferee and the Transferor.
 
Section 5. Successors and Assigns .
 
All covenants in this Agreement made by or on behalf of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.
 
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Section 6. Counterparts .
 
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one Agreement.
 
Section 7. Choice of Law.
 
This Agreement shall be governed in accordance with the laws of the State of Delaware. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Delaware including the federal courts therein and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
 
Section 8. Severability .
 
Any provision of this Agreement that may be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof so long as the economic or legal substance for the transactions contemplated thereby is not affected in any manner adverse to any party. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF , the parties hereto have entered into this Agreement as of the date first above written.

TRANSFEROR:	 	
 	 	 	
Corindus, Inc.	 	

By:	 	 	
 	David M. Handler	 	
 	Chief Executive Officer	 	

TRANSFEREE:	 	
 	 	 	
Your Internet Defender Inc.	 	

By:	 	 	
 	Leah Hein	 	
 	Chief Financial Officer	 	

3

 	

Exhibit K

August 5 , 2014		
 	 	
TO:	[Insert Name of Corindus Shareholder or Corindus Option or Warrant Holder]	
 	 	
FROM:	David Handler, Chief Executive Officer of Corindus, Inc.	
 	 	
RE:	Exchange of Corindus Securities for YIDI Securities	
 
On August 5, 2014, Corindus, Inc., a Delaware corporation ("Corindus") entered into a Securities Exchange and Acquisition Agreement ("Acquisition Agreement") with Your Internet Defender Inc.a Nevada corporation ("YIDI" or the "Company"), pursuant to which the Company will acquire 100% of Corindus (the "Transaction"). Upon the closing of the Transaction, Corindus and Corindus’ subsidiary, Corindus Security Corporation, a Delaware corporation, will each be wholly owned subsidiaries of YIDI. As soon as practicable after closing, YIDI will change its name to “Corindus Vascular Robotics, Inc.”. YIDI will also facilitate an equity infusion of $2 million into YIDI immediately after closing. The closing of the Transaction is scheduled for no later than August 12, 2014.
The current business of YIDI will be transferred out to an entity owned by a previous YIDI shareholder in exchange for cancellation of a note owed to such previous YIDI shareholder, and the business of Corindus will become the sole business of YIDI going forward. Information regarding YIDI is publicly available under the stock symbol YIDI, but please be aware that this information relates only to the business of YIDI up to the closing (which is being transferred), and not to the business of YIDI after the closing (which will be the business of Corindus).
The closing conditions in the Acquisition Agreement require that (i) all outstanding shares of common stock of Corindus (the "Corindus Shares") be exchanged for shares of common stock of YIDI (the “Company Shares”), (ii) all outstanding options and warrants to purchase shares of common stock of Corindus (the “Corindus Options” and “Corindus Warrants") be exchanged for or converted to options and warrants to acquire Company Shares (the "Company Options" and "Company Warrants"), and (iii) all such shareholders, Option Holders and Warrant Holders be bound to the “Lock Up Agreement” to be provided to you. The undersigned shareholder and/or Option Holder and/or Warrant Holder hereby agrees to exchange the Corindus Shares set forth below for the Company Shares, and/or the Corindus Options set forth below for the Company Options, and/or the Corindus Warrants set forth below for the Company Warrants, all on the terms as set forth in this instrument and in the Acquisition Agreement.
The exchange ratio for converting Corindus Shares into Company Shares will be 25.002070 Company Shares for each Corindus Share (the "Exchange Ratio"). Pursuant to the Exchange Ratio, each Corindus Share outstanding immediately prior to the closing of the Acquisition Agreement will be exchanged for the respective numbers of validly issued, fully paid and non-assessable Company Shares, with all fractional shares to be rounded up to the nearest whole share.
The Corindus Options, following the closing of the Transaction, will be exchanged for Company Options. The Company Options shall cover a number of Company Shares (rounded down to the next whole number of Company Shares) equal to the product of the number of Corindus Shares underlying the Corindus Option immediately prior to the closing of the Transaction multiplied by the Exchange Ratio, and shall have an exercise price per Company Share equal to the per share exercise price of such Corindus Option immediately prior to closing divided by the Exchange Ratio. A similar adjustment shall be made to the terms of any Corindus Warrant. The Corindus Options shall continue to vest and become exercisable following the closing based on the Option Holder’s continued service thereafter on the same time-vesting schedule as applied prior to the closing.

 	
 
The Company will issue 73,360,287 Company Shares in exchange for the outstanding Corindus Shares and will reserve for issuance 14,064,881 Company Shares issuable upon the exercise of Company Options and Company Warrants.
After giving effect to the issuance of the Company Shares to Corindus Shareholders and the cancellation of other outstanding Company Shares, the number of Company Shares issued and outstanding at closing will be 95,216,587, of which the Corindus shareholders will own 77.05%. After giving additional effect to the Company Shares reserved for issuance pursuant to the Company Options and Company Warrants, the number of Company Shares to be issued and outstanding will be 109,281,468, of which the Corindus shareholders will own 80%.
In order to effectuate the exchange of your Corindus Shares, Corindus Options and Corindus Warrants, as applicable, we are providing this instruction and transmittal letter. By completing this letter and signing below, you are confirming the representations and warranties that follow and agreeing to such exchange.
Representations and Warranties
1. Exchange of Corindus Shares and Corindus Options and Corindus Warrants, as applicable :
(a) Title to Corindus Shares : The undersigned holder of Corindus Shares confirms that (A) such shareholder owns such Corindus Shares free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws; (B) the shareholder has the full and unrestricted legal right, power and authority to sell, assign, transfer, or convert such Corindus Shares without obtaining the consent or approval of any other person or governmental authority, and the delivery of such Corindus Shares for exchange pursuant to the Acquisition Agreement will transfer valid title thereto, free and clear of all liens, encumbrances, claims and restrictions of every kind, except for certain restrictions on transferability imposed by federal and state securities laws; and (C) the execution of the Acquisition Agreement by Corindus and Company and the consummation of the Transaction contemplated thereby will not constitute a default under any provision of any agreement by which the shareholder is bound.
 
(b) Title to Options and/or Warrants : The undersigned holder of Corindus Options and/or Corindus Warrants ("Option Holder” and/or “Warrant Holder" as the case may be) confirms that (A) such Option Holder and/or Warrant Holder owns such Corindus Options and/or Corindus Warrants free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws; (B) the undersigned Option Holder and/or Warrant Holder has the full and unrestricted legal right, power and authority to sell, assign, transfer, or exchange the Corindus Options and/or Corindus Warrants without obtaining the consent or approval of any other person or governmental authority, and the delivery of such securities for exchange pursuant to the Acquisition Agreement will transfer valid title thereto, free and clear of all liens, encumbrances, claims and restrictions of every kind, except for certain restrictions on transferability imposed by federal and state securities laws or the terms of the applicable Corindus Options or Corindus Warrants themselves; and (C) the execution of the Acquisition Agreement by Corindus and Company and the consummation of the Transaction contemplated thereby will not constitute a default under any provision of any agreement by which the undersigned Option Holder and/or Warrant Holder is bound.
 
(c) Authorization : The undersigned shareholder and/or Option Holder and/or Warrant Holder confirms that when this instrument is executed and delivered, it will constitute the valid and binding obligations of the shareholder and/or Option Holder and/or Warrant Holder, enforceable in accordance with its terms.
 
(d) Consent : The undersigned shareholder and/or Option Holder and/or Warrant Holder confirms that no consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority or private person or entity on the part of the shareholder and/or Option Holder and/or Warrant Holder is required in connection with the execution and delivery of this letter or the consummation of any other transaction contemplated thereby, except as shall have been duly taken or effected prior thereto.
 
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(e) Company Shares to be Issued in Exchange : The undersigned acknowledges that all Company Shares to be received by the shareholder, Option Holder and/or Warrant Holder hereunder or under such Company Option and/or Company Warrant will be restricted in their resale as provided in the Securities Act, shall contain a legend as required by Rule 144 promulgated under the Securities Act ("Rule 144"), and shall contain an additional legend with respect to a Lock-Up Agreement, which legends will read as follows:
 
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
 
THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT DATED [____], 2014, BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK-UP AGREEMENT.
 
(f) Company Shares Acquired as Investment . The Corindus shareholder is acquiring Company Shares solely for such shareholder’s own account, for investment purposes, and is not acquiring Company Shares with a view to or for the resale, distribution, subdivision or fractionalization thereof. The undersigned Corindus shareholder has no present plans to enter into any such contract, undertaking, agreement, or arrangement, and further understands that the Company Shares may only be resold pursuant to an effective registration statement under the Securities Act, or pursuant to some other available exemption.
 
(g) The undersigned Corindus shareholder and/or Option Holder and/or Warrant Holder hereby acknowledges, in connection with the exchange of Corindus Shares and/or Corindus Options and/or Corindus Warrants, that no representation has been made to the shareholder and/or Option Holder and/or Warrant Holder by representatives of the Company regarding its business, assets or prospects other than that set forth herein.
 
(h) The undersigned Corindus shareholder acknowledges that such shareholder is either an "accredited investor" within the meaning of Regulation D under the Securities Act or has sufficient knowledge and experience in financial matters to be capable of evaluating the merits and risks of exchanging such shareholder’s Corindus Shares for Company Shares and is able to bear the economic risk of the transactions contemplated hereby.
 
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(i) Deductions : The undersigned shareholder and/or Option Holder and/or Warrant Holder understands that the Company is entitled to deduct and withhold from any consideration payable or otherwise deliverable to any shareholder and/or Option Holder and/or Warrant Holder pursuant to the Acquisition Agreement, such amounts as the Company may be required to deduct or withhold therefrom under the Internal Revenue Code or under any applicable provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid to the person to whom such amounts would otherwise have been paid.
 
(j) Corindus Shares, Corindus Options and Corindus Warrants Owned and to be Exchanged :
 
Corindus Securities Owned	Company Securities to be Issued Upon
Exchange	Restrictive Terms	
 
___________ Corindus Shares	 
__________ Company Shares
 	 
Restricted pursuant to 1(e) above.

___________ Corindus Options with exercise price of $______ per share.
 	 
__________ Company Options with exercise price of $______ per share. All vesting and expiration dates remain the same.
 	 
Restricted pursuant to l (e) above.

___________ Corindus Warrants with exercise price of $______ per share.
 	 
__________ Company Warrants with exercise price of $______ per share. All vesting and expiration dates remain the same.	 
Restricted pursuant to l (e) above.

 
The above-listed Company Shares are to be issued as follows:
 
Name of Shareholder: _________________________________________________________
 
If Entity, Name/Title of Managing Individual: __________________________ ___________________
 
Mailing Address: _______________________________________________ ___________________
 
Tax Identification Number: ________________________________________ ___________________
 
The above-listed Company Options and Company Warrants will be issued to the present Option Holder and/or Warrant Holder. Please indicate below if there has been an address change:
 
__________________________________________________________________________________
 
__________________________________________________________________________________
 
(Signature page follows)
 
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(signature page to Corindus Shareholder Approval Letter)

Dated:	_____________________, 2014	 	 	
 	 	 	________________________, Shareholder	

 	 	 	 	
Dated:	_____________________, 2014	 	 	
 	 	 	________________________, Option Holder	

 	 	 	 	
Dated:	_____________________, 2014	 	 	
 	 	 	________________________, Warrant Holder	

 	 	 	 	
Witnessed by:	 	 	

 	 	 	 	
	 	Dated: __________________, 2014	
Witness Signature	 	 	

 	 	 	
Printed Witness Name	 	 	
   
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Your Internet Defender Inc. 8-K
 
Exhibit 3.3
 
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
YOUR INTERNET DEFENDER INC.
A Nevada Corporation
 
The undersigned hereby certifies as follows:
 
1.   He is the duly elected and acting Chief Executive Officer of Your Internet Defender Inc., a Nevada corporation (the "Corporation").
 
2.   On August [ ], 2014, the Board of Directors and a majority of the Company's shareholders approved the following actions:
 
a)   name change of the Corporation from Your Internet Defender Inc. to Corindus Vascular Robotics, Inc., and
 
b)   an increase in the number of authorized shares of capital stock from 151,000,000 shares to 260,000,000 shares, consisting of 250,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share.
 
3.   In order to effect the above corporate actions, the Corporation's Articles of Incorporation are hereby amended and restated to read in full as follows on the next page: 

(Remainder of this page intentionally left blank.)

 	

 	
 
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CORINDUS VASCULAR ROBOTICS, INC. 
 
ARTICLE I
CORPORATE NAME
 
The name of the corporation is Corindus Vascular Robotics, Inc. (the "Corporation").
 
ARTICLE II
REGISTERED AGENT
 
The registered agent for the Corporation in the State of Nevada is Legalinc Corporate Services, Inc., 8670 W. Cheyenne Avenue, Suite 208, Las Vegas, Nevada 89192.
 
ARTICLE III
CAPITAL STOCK
 
The total number of shares of all classes of capital stock that the Corporation has the authority to issue is Two Hundred Sixty Million (260,000,000) shares, of which Two Hundred Fifty Million (250,000,000) shares will be designated common stock, $0.0001 par value per share ("Common Stock"), and Ten Million (10,000,000) shares will be designated preferred stock, $0.0001 par value per share ("Preferred Stock").
 
The Ten Million (10,000,000) shares of Preferred Stock may be designated from time to time in one or more series upon authorization of the Corporation's Board of Directors. The Corporation's Board of Directors, without further approval of the Corporation's shareholders, will be authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences, privileges and restrictions applicable to each series of Preferred Stock so designated.
 
ARTICLE IV
NUMBER OF DIRECTORS
 
The business of the Corporation shall be managed by or under the direction of the Corporation's Board of Directors. The Corporation must maintain at least one director at all times and initially sets the number of directors at 7 members. The number of individuals comprising the Corporation's Board of Directors shall be fixed upon resolution of the Board of Directors and may be increased or decreased from time to time in the manner provided in the Corporation's Bylaws.
 
ARTICLE V
BYLAWS
 
In furtherance and not in limitation of the powers conferred upon the Corporation's Board of Directors by the Nevada Revised Statutes ("the NVS"), the Board of Directors shall have the power to alter, amend, change, add to and repeal, from time to time, the Bylaws of the Corporation, subject to the rights of the Corporation's shareholders entitled to vote with respect thereto to alter, amend, change, add to and repeal the Bylaws adopted by the Corporation's Board of Directors.

 	

 	

ARTICLE VI
LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS
 
No director or officer of the Corporation shall be personally liable to the Corporation or any of its shareholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any act by such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud, or a known violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the NRS. Any repeal or modification of this Article VI by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitations on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
 
ARTICLE VII
INDEMNIFICATION
 
The Corporation shall, to the fullest extent permitted by the provisions of 78.502 of the NRS, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Corporation's Bylaws, agreement, vote of shareholders, or disinterested directors, or otherwise, both as to action in his official capacity whole holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment and Restatement as of the [ ] day of August, 2014.

 	CORINDUS VASCULAR ROBOTICS, INC.	

 	 	
 	David M. Handler, Chief Executive Officer	

 	

 
Your Internet Defender Inc. 8-K
 
Exhibit 10.1
 
Your internet defender inc.
2014 Stock Award Plan
1.                                Purpose . The purpose of the Your Internet Defender Inc. 2014 Stock Award Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.
2.                                Definitions . The following definitions shall be applicable throughout the Plan:
(a)                  “ Affiliate ” “means with respect to any Person, any other Person (other than an individual) that controls, is controlled by, or is under common control with such Person. The term “ control ,” as used in this Plan, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. “ Controlled ” and “ controlling ” have meanings correlative to the foregoing.
(b)                  “ Award ” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award, Dividend Equivalent, and Performance Compensation Award granted under the Plan.
(c)                  “ Award Agreement ” means any agreement or other instrument (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) setting forth the terms of an Award that has been duly authorized and approved by the Committee.
(c)                  “ Board ” means the Board of Directors of the Company.
(d)                  “ Cause ” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or one of its Affiliates having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or one of its Affiliates in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “cause” contained therein), (A) the Participant’s engagement in misconduct that is materially injurious to the Company or its Affiliates, (B) the Participant’s continued failure to substantially perform duties as reasonably directed by the Company or the Participant’s material violation of any material rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business, (C) the Participant’s repeated dishonesty in the performance of his duties to the Company or its Affiliates, or (D) the Participant’s commission of any act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its Affiliates, (y) felony or any other crime involving moral turpitude, or (z) offense that could result in jail sentence of at least 30 days. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

 	

(e)                  “ Change in Control ” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i)                    the sale or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used for purposes of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than to an Affiliate;
(ii)                  any person or group is or becomes the “beneficial owner” (as such term is used for purposes of Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the Company’s then outstanding voting securities, including by way of merger, consolidation or otherwise; provided, however that a Change in Control shall not be deemed to occur by reason of an acquisition of the Company’s voting securities by the Company or by an employee benefit plan (or a trust forming a part thereof) maintained by the Company.
(iii)                 during any period of twenty-four (24) months, individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided , that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii), or (iii) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A of the Code. The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.
(f)                   “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

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(g)                  “ Committee ” means the Compensation Committee of the Board or subcommittee thereof as may be appointed pursuant to Section 4(a), or such other committee of the Board consisting of at least two people as the Board may appoint to administer the Plan, or, if no such committee has been appointed by the Board, the Board.
(h)                  “ Common Stock ” means the common stock, par value $0.0001 per share, of the Company (and any stock or other securities into which such common stock may be converted or into which it may be exchanged).
(i)                    “ Company ” means Your Internet Defender Inc., a Nevada corporation, and any successor thereto.
(j)                   “ Corindus Shares ” has the meaning given such term in Section 5(f).
(k)                  “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.
(l)                    “ Disability ” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or one of its Affiliates having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any employment or consulting agreement between the Participant and the Company or one of its Affiliates in effect at the time of such termination, or (ii) in the absence of any such employment or consulting agreement, the complete and permanent inability by reason of illness or accident to perform in all material respects his or her duties and responsibilities to the Company and its Affiliates. Any determination of whether Disability exists shall be made by the Committee in its sole discretion.
(m)                “ Dividend Equivalent ” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 10(b) of the Plan.
(n)                  “ Effective Date ” means the date on which the Plan is first approved by the stockholders of the Company.
(o)                  “ Eligible Director ” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.
(p)                  “ Eligible Person ” means any (i) individual employed by the Company or any of its Affiliates; (ii) director of the Company or any of its Affiliates; (iii) consultant or advisor to the Company or any of its Affiliates who may be offered securities registrable on Form S-8 under the Securities Act or pursuant to Rule 701 of the Securities Act, or any other available exemption, as applicable; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once such person begins employment with or providing services to the Company or its Affiliates).

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(q)                  “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(r)                   “ Exchange Ratio ” has the meaning given such term in the Securities Agreement.
(s)                   “ Exercise Price ” has the meaning given such term in Section 7(b) of the Plan.
(t)                   “ Fair Market Value ” means, as of any date, the value of a share of Common Stock as determined by the Committee, in its discretion, subject to the following:
(i)                    If, on such date, Common Stock is listed on one or more established U.S. national or regional securities exchanges, the Fair Market Value of a share shall be the closing price of a share of Common Stock as quoted on such exchange constituting the primary market for the shares, as reported in The Wall Street Journal or such other source as the Company deems reliable (or, if no such closing price is reported, the closing price on the last preceding date on which such price of Common Stock is so reported).
(ii)                  Notwithstanding clause (i) above, the Committee may, in its discretion, determine the Fair Market Value of a share of Common Stock on the basis of the opening, closing, or average of the high and low sale prices of a share of Common Stock on such date or the preceding trading day, the actual sale price of a Share, any other reasonable basis using actual transactions involving shares of Common Stock as reported on an established U.S. national or regional securities exchange, or on any other basis consistent with the requirements of Section 409A of the Code.
(iii)                 The Committee may vary its method of determining Fair Market Value as provided in this Section for purposes of different provisions under the Plan. The Committee may delegate its authority to establish Fair Market Value for purposes of determining whether sufficient consideration has been paid to exercise Options or SARs or for purposes of any other transactions involving outstanding Awards.
(u)                  “ Immediate Family Members ” shall have the meaning set forth in Section 15(b) of the Plan.
(v)                  “ Incentive Stock Option ” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.
(w)                 “ Indemnifiable Person ” shall have the meaning set forth in Section 4(e) of the Plan.

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(x)                  “ Initial Public Offering ” means the consummation of the initial public offering of equity interests in the Company, or any of its direct or indirect parent companies, which offering is registered under the Securities Act.
(y)                  “ Negative Discretion ” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.
(z)                  “ Nonqualified Stock Option ” means an Option that is not designated by the Committee as an Incentive Stock Option.
(aa)              “ Option ” means an Award granted under Section 7 of the Plan.
(bb)              “ Option Period ” has the meaning given such term in Section 7(c) of the Plan.
(cc)               “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(dd)              “ Performance Compensation Award ” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
(ee)               “ Performance Criteria ” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.
(ff)                “ Performance Formula ” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.
(gg)               “ Performance Goals ” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
(hh)              “ Performance Period ” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.
(ii)                  “ Permitted Transferee ” shall have the meaning set forth in Section 15(b) of the Plan.
(jj)                 “ Person ” means a “person” as such term is used for purposes of 13(d) or 14(d) of the Exchange Act, or any successor section thereto.
(kk)              “ Plan ” means the Your Internet Defender Inc. 2014 Stock Award Plan.

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(ll)                  “ Prior Plans ” has the meaning given such term in Section 5(f).
(mm)          “ Prior Plan Options ” means stock options that are outstanding as of the Transaction described in Section 5(f).
(nn)              “ Replacement Option ” has the meaning given such term in Section 5(f).
(oo)              “ Restricted Period ” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(pp)              “ Restricted Stock ” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(qq)              “ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(rr)                 “ SAR Period ” has the meaning given such term in Section 8(b) of the Plan.
(ss)                “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.
(tt)                 “ Securities Agreement ” means the Securities Exchange and Acquisition Agreement by and between Corindus and the Company.
(uu)              “ SEC ” means the Securities and Exchange Commission.
(vv)              “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.
(ww)            “ Stock Bonus Award ” means an Award granted under Section 10(a) of the Plan.
(xx)              “ Strike Price ” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
(yy)              “ Substitute Award ” has the meaning given such term in Section 5(e).

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3.                    Effective Date; Duration . The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.
4.                    Administration .
(a)                  The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.
(b)                  Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award and any amendments thereto; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(c)                  Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any of its Affiliates the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) who are non-employee members of the Board or otherwise are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

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(d)                  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
(e)                  No member of the Board, the Committee, delegate of the Committee or any officer, employee or agent of the Company (each such person, an “ Indemnifiable Person ”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided , that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud, gross negligence or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws or as a matter of law or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(f)                   Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

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5.                    Grant of Awards; Shares Subject to the Plan; Limitations .
(a)                  The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards, Dividend Equivalents and/or Performance Compensation Awards to one or more Eligible Persons.
(b)                  Subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan 9,035,016 shares of Common Stock; provided , however , no more than 9,035,016 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.
(c)                  Shares of Common Stock used to pay the required Exercise Price or tax obligations, or shares not issued in connection with the settlement of an Option or SAR or that are used or withheld to satisfy tax obligations of the Participant shall, notwithstanding anything herein to the contrary, be available again for other Awards under the Plan. Shares underlying any Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash will be available again for Awards under the Plan.
(d)                  Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.
(e)                  Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or its Affiliates or with which the Company or its Affiliates combines (“ Substitute Awards ”). The number of shares of Common Stock underlying any Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.
(f)                   Following the exchange of shares of the common stock of Corindus, Inc., a Delaware corporation (“ Corindus ” and such shares, “ Corindus Shares ”), for Common Stock, pursuant to that certain Securities Agreement (the “ Transaction ”), each employee of the Company who holds a Prior Plan Option granted under the Corindus, Inc. 2006 Umbrella Option Plan or the Corindus, Inc. 2008 Stock Incentive Plan (the “ Prior Plans ”) will receive a Replacement Option as a result of the conversion of Prior Plan Options into Replacement Options, and such Prior Plan Options will be cancelled in connection with the Transaction in all events prior to the issuance of any such Replacement Option therefor, in each case. For purposes of the Plan, a “ Replacement Option ” is an Option granted under the Plan as a replacement for a Prior Plan Option that was previously granted under a Prior Plan. The number of shares of Common Stock subject to and the exercise price per share of a Replacement Option granted to a Participant will be determined using the Exchange Ratio for the Transaction as provided in that certain Securities Agreement consistent with the requirements of the stock rights exemption under Section 409A of the Code. In no event shall any provision of the Plan be applied or interpreted in a manner that will result in an “additional benefit” to any Replacement Option under Treasury Regulation Section 1.424-1, a new equity grant for purposes of applicable accounting principles or both.
(g)                  The terms of the Plan shall be applied and interpreted consistent with the intention that each Substitute Award or Replacement Option, as applicable, will not be treated as the grant of a new stock right or a change in the form of payment for purposes of Treasury Regulation Section 1.409A-1(b)(5)(v)(D) regarding substitutions and assumptions of stock rights by reason of a restructuring or other corporate transaction. For purposes of Section 5(b) above, Substitute Options shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.

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6.                    Eligibility . Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
7.                    Options .
(a)                  Generally . Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company or any “parent corporation” or “subsidiary corporation” thereof within the meaning of Section 424(e) and 424(f), respectively, of the Code, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided , that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.
(b)                  Exercise Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“ Exercise Price ”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided , however , that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any “parent corporation” or “subsidiary corporation” thereof within the meaning of Section 424(e) and 424(f), respectively, of the Code, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and provided , further , that a Nonqualified Stock Option may be granted with an Exercise Price lower than that set forth herein if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) and Section 409A of the Code.

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(c)                  Vesting and Expiration . Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided , that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition; provided , however , that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any of its Affiliates; provided , further , that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option.
(d)                  Method of Exercise and Form of Payment . No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price, (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for which the Option was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled in cash. Notwithstanding the foregoing, the Committee may, in its sole discretion, implement a provision in Options providing that if, on the last day that an Option may be exercised, the Participant has not then exercised such Option, such Option shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment to such Participant after applying minimum required tax withholding.
(e)                  Notification upon Disqualifying Disposition of an Incentive Stock Option . Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option.

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(f)                   Compliance With Laws, etc . Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the SEC or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8.                    Stock Appreciation Rights .
(a)                  Generally . Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.
(b)                  Vesting and Expiration . A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ SAR Period ”); provided , however , that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR.
(c)                  Method of Exercise . SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
(d)                  Payment . Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee at the Date of Grant. Any fractional shares of Common Stock shall be settled in cash.
9.                    Restricted Stock and Restricted Stock Units.

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(a)                  Generally . Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b)                  Book Entry and Stock Certificates; Escrow or Similar Arrangement . Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued, or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions, and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.
(c)                  Vesting. The Restricted Period shall lapse in such manner and on such date or dates determined by the Committee; provided, however , that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the vesting of any Restricted Stock or Restricted Stock Units.
(d)                  Delivery of Restricted Stock and Settlement of Restricted Stock Units .
(i)                    Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).
(ii)                  Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided , however , that the Committee may, in its sole discretion, allow Participants to elect to defer the delivery of Common Stock beyond the expiration of the Restricted Period in compliance with Section 409A of the Code.

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(e)                  Legends on Restricted Stock . Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions with respect to such Common Stock:
TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE YOUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN YOUR INTERNET DEFENDER INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF YOUR INTERNET DEFENDER INC.
10.                 Stock Bonus Awards; Dividend Equivalents.
(a)                  Stock Bonus Awards . The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock, under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award Agreement. Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b)                  Dividend Equivalents . Dividend Equivalents may be granted by the Committee based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests. No Dividend Equivalent shall be payable with respect to any Award unless specified by the Committee in the Award Agreement.
11.                 Performance Compensation Awards.
(a)                  Generally . The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything to the contrary in the Plan, the Committee shall have no obligation to grant any Award in the form of “performance-based compensation” under Section 162(m) of the Code.

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(b)                  Discretion of Committee with Respect to Performance Compensation Awards . With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first ninety (90) days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.
(c)                  Performance Criteria . The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (and/or one or more of its Affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination of the foregoing) and may include any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth; (v) gross profit or gross profit growth; (vi) or revenue growth; (vii) net interest margin; (viii) operating profit (before or after taxes); (ix) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity or sales); (x) cash flow measures (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital), which may but are not required to be measured on a per-share basis; (xi) earnings before or after taxes, interest, depreciation and/or amortization (including EBIT and EBITDA); (xii) share price (including, but not limited to, growth measures or total stockholder return); (xiii) expense targets, cost reduction goals or general and administrative expense savings; (xiv) gross or net operating margins; (xv) productivity ratios; (xvi) operating efficiency; (xvii) measures of economic value added or other “value creation” metrics; (xviii) asset quality; (xix) inventory control; (xx) enterprise value; (xxi) sales; (xxii) stockholder return; (xxiii) client retention; (xxiv) employee retention; (xxv) competitive market metrics; (xxvi) timely completion of new product rollouts; (xxvii) timely launch of new facilities; (xxviii) measurements relating to a new purchasing “co-op”; (xxix) objective measures of personal targets, goals or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations or meeting divisional or project budgets); (xxx) objective measures of customer satisfaction; (xxxi) working capital targets; (xxxii) asset growth; (xxxiii) dividend yield; (xxxiv) system-wide revenues; (xxxv) royalty income; (xxxvi) comparisons of continuing operations to other operations; (xxxvii) market share; (xxxviii) cost of capital, debt leverage year-end cash position or book value; (xxxix) strategic objectives, development of new product lines and related revenue, sales and margin targets, franchisee growth and retention, menu design and growth, co-branding or international operations; or (xl) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or a percentage of a prior period’s Performance Criteria, or used on an absolute, relative or adjusted basis to measure the performance of the Company and/or one or more of its Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more of its Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first ninety (90) days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate such Performance Criteria to the Participant.

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(d)                  Modification of Performance Goal(s) . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is authorized at any time during the first ninety (90) days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.
(e)                  Payment of Performance Compensation Awards .
(i)                    Condition to Receipt of Payment . Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company or its Affiliates on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
(ii)                  Limitation . A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

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(iii)                 Certification . Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.
(iv)                Use of Negative Discretion . In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period that is payable in cash, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in the Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.
(f)                   Timing of Award Payments . Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed.
12.                 Changes in Capital Structure and Similar Events . In the event of (a) any stock dividend, extraordinary cash dividend or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any of its Affiliates, or the financial statements of the Company or any of its Affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:
(i)                    adjusting any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

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(ii)                  subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations thereunder, providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and
(iii)                 subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations thereunder, cancelling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of any outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor), or, in the case of any outstanding Restricted Stock, Restricted Stock Unit, Stock Bonus Award, or other Award denominated in Common Stock, a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Award or the underlying shares of Common Stock subject thereto.
For the avoidance of doubt, in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
13.                 Effect of Change in Control . Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may provide that, with respect to all or any portion of a particular outstanding Award or Awards:

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(a)                  the then outstanding Options and SARs shall become immediately exercisable as of a time prior to the Change in Control;
(b)                  the Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance Goals);
(c)                  Performance Periods in effect on the date the Change in Control occurs shall end on such date, and (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or by assuming that the applicable “target” levels of performance have been attained or on such other basis determined by the Committee; and
(d)                  cause Awards previously deferred to be settled in full as soon as practicable.
To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (d) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Common Stock subject to their Awards.
14.                 Amendments and Termination .
(a)                  Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that (i) no amendment to Section 4(e) shall apply with respect to any action or omitted to be taken by an Indemnifiable Person under the Plan or any Award Agreement prior to such amendment; (ii) no amendment to Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (iii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the shares of Common Stock may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the written consent of the affected Participant, holder or beneficiary.
(b)                  Amendment of Award Agreements . The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided , that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the written consent of the affected Participant; provided , further , that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, and (ii) the Committee may not cancel any outstanding Option or SAR in order to replace it with a new Option, SAR or other Award, and the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.

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(c)                  Extension of Termination Date . If the exercise of the Option following the termination of the Participant’s employment or service (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, or any other requirements of applicable law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 7(c) and (ii) the expiration of a period of 30 days after the termination of the Participant’s employment or service during which the exercise of the Option would not be in violation of such registration requirements or other applicable requirements.
(d)                  Restriction on Grant of Awards . No Awards may be granted during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth anniversary of the Effective Date.
15.                 General.
(a)                  Award Agreements . Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee. The terms of any Award issued hereunder shall be binding upon the executors, administrators, beneficiaries, successors and assigns of the Participant.
(b)                  Nontransferability .
(i)                    Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided , that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

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(ii)                  Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “ Immediate Family Members ”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided , that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii)                 The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the satisfaction of any applicable vesting conditions and consequences of the termination of the Participant’s employment by, or services to, the Company or one of its Affiliates under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option or SAR shall be exercisable by the Permitted Transferee only if such Option or SAR has vested due to the Participant’s satisfaction of the applicable vesting criteria and only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(c)                  Tax Withholding .
(i)                    A Participant shall be required to pay to the Company or any of its Affiliates, and the Company or any of its Affiliates shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

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(ii)                  Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability).
(d)                  No Claim to Awards; No Rights to Continued Employment; Waiver . No employee of the Company or any of its Affiliates, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any of its Affiliates, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
(e)                  International Participants . With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expect to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.
(f)                   Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided , however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

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(g)                  Termination of Employment/Service . Unless determined otherwise by the Committee: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with any of its Affiliates (or vice-versa) shall be considered a termination of employment or service with the Company or such Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment with the Company and its Affiliates.
(h)                  No Rights as a Stockholder . Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that person or registered in the name of that person in book-entry form.
(i)                    Government and Other Regulations .
(i)                    The obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the SEC or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any of its Affiliates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the SEC, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii)                  The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal or impractical after the Company has used commercially reasonable efforts to comply with applicable law. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

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(j)                   Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k)                  Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
(l)                    No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
(m)                Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

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(n)                  Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(o)                  Governing Law . Except to the extent that provisions of the Plan are governed by applicable provisions of the Code, the Exchange Act or other substantive provisions of federal law, the Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada, without giving effect to the conflict of laws provisions thereof.
(p)                  Severability . If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(q)                  Obligations Binding on Successors . The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
(r)                   Code Section 162(m) Approval . If so determined by the Committee, (i) the Plan shall be approved by the stockholders of the Company no later than the first meeting of stockholders at which directors are to be elected that occurs not later than the close of the third calendar year following the calendar year in which the Initial Public Offering, if any, occurs, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved such provisions following the Initial Public Offering, if any, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.
(s)                   Other Agreements . Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of shares of Common Stock under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole and absolute discretion.

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(t)                   Payments . Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common Stock under any Award made under the Plan.
(u)                  Non-Qualified Deferred Compensation .
(i)                    To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (i) adopt such amendments to the Plan and related Award Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. No action shall be taken under this Plan which shall cause an Award to fail to comply with Section 409A of the Code, to the extent applicable to such Award. However, in no event shall any member of the Board, the Company or any of its Affiliates (including their respective employees, officers, directors or agents) have any liability to any Participant (or any other person) with respect to this Section 15(u).
(ii)                  With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan are designated as separate payments.
(iii)                 Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum, without interest, on the earliest date permitted under Section 409A of the Code that is also a business day.
(v)                  Market Stand-off Provisions . If the Company or any equity holder of the Company proposes to offer for sale any equity securities of the Company pursuant to a public offering under the Securities Act and if requested by the Company and/or any underwriter engaged by the Company for a reasonable period of time specified by the Company or such underwriter following the filing of the registration statement filed with respect to such offering, the Participant shall not, directly or indirectly, offer, sell, transfer, pledge, contract to sell (including any short sale), grant any option to purchase, or otherwise dispose of, or enter into any hedging or similar transaction with the same economic effect as a sale relating to, any shares of the Common Stock acquired by the Participant pursuant to an Award or any other securities of the Company held by the Participant, and shall execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company my impose stop transfer instructions with respect to such shares or other securities until the end of such period.

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(w)                 Claw-back Provisions . All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement. The Company shall delay the exercise of its rights under this Section for such period as may be required to preserve equity accounting treatment.
(x)                  No Liability with Respect to Any Corporate Action . Subject to Section 15(u), nothing contained in the Plan or in any Award Agreement will be construed to prevent the Company or any of its Affiliates from taking any corporate action which is deemed by the Company or any of its Affiliates to be appropriate or in its best interest, and no Participant or beneficiary of a Participant will have any claim against the Company or any of its Affiliates as a result of any such corporate action.
(y)                  Affiliate Employees . In the case of a grant of an Award to an employee or consultant of any Affiliate of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to such Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer the shares of Common Stock to the employee or consultant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled shall revert to the Company.
(z)                  Foreign Employees and Foreign Law Considerations . The Committee may grant Awards to individuals who are eligible to participate in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

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(aa)              Expenses; Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
 
* * *
As adopted and approved by the Board of Directors of Your Internet Defender Inc. on [______], 2014, and the stockholders of Your Internet Defender Inc. on [______], 2014.

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Your Internet Defender Inc. 8-K
 
Exhibit 10.2
 
[FINAL]
2006 Plan - Employee Form
 
Y OUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN 
REPLACEMENT OPTION GRANT NOTICE
Your Internet Defender Inc., a Nevada corporation, (the “ Company ”), pursuant to the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock (the “ Shares ”) set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “ Stock Option Agreement ”), and the Plan, (a copy of which has been provided to Participant), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings ascribed thereto in the Plan.
This Option is granted to Participant as a Replacement Option as defined under Section 5(f) of the Plan. By signing this Grant Notice, Participant acknowledges that the Prior Plan Options issued to him under the Corindus, Inc. 2006 Umbrella Option Plan have been cancelled.

Participant:	[__________________________]	
 	 	
Vesting Commencement Date:	[insert: the grant date under the original option agreement]	
 	 	
Exercise Price per Share:	$[_____]	
 	 	
Total Exercise Price:	$[_____________]	
 	 	
Total Number of Shares Subject to the Option:	[_____________] Shares	
 	 	
Expiration Date:	[insert: 10 years after the original grant date under the 2006 Plan]	
 	 	
Vesting Schedule:	One-third on the 1 st anniversary of the Vesting Commencement Date, one-third on the 2 nd anniversary of the Vesting Commencement Date, and one-third on the 3 rd anniversary of the Vesting Commencement Date, provided the Participant is then providing services to the Company and its Affiliates, subject to accelerated vesting upon Change in Control as described below.  	
 	 	
Type of Option:	Nonqualified Stock Option	
Additional Terms/Acknowledgements : Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement, and the Plan. Participant further acknowledges that as of the date hereof, this Grant Notice, the Stock Option Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Shares, subject to the terms of any employment agreement between the Company and Participant addressing stock options granted by the Company, and supersede all prior oral and written agreements on that subject. Participant further acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus.

YOUR INTERNET DEFENDER INC.
 	 	PARTICIPANT	
By:		 	By:		
Print Name:		 	Print Name:		
Title:		 	  	 	

 	

 	
 
YOUR INTERNET DEFENDER INC. 
2014 STOCK AWARD PLAN
 
STOCK OPTION AGREEMENT
 
Pursuant to your Replacement Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement (this “ Agreement ”), Your Internet Defender Inc. (the “ Company ”) has granted you a stock option under the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the Exercise Price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of this Agreement, unless otherwise specified.
The details and terms and conditions of this Agreement shall govern your Option:
1.                   Vesting .
(a)                Subject to the limitations contained herein, Section 1(b) and Section 1(c) below, the Option will vest as set forth in your Grant Notice, provided , that vesting will cease upon the termination of your services with the Company and its Affiliates and vesting will be suspended during any unpaid leave of absence. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Affiliate ” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein.
(b)                Vesting of the Option shall be subject to the terms under any employment agreement between you and Company addressing stock options granted by the Company and in any event shall fully vest upon a Change in Control, provided you have been continuously employed by the Company or its Affiliates from the Vesting Commencement Date until such Change in Control. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Change in Control ” means: (i) a change in the ownership of the Company, which shall occur on the date that any one person, or more than one person acting “as a group” (as defined below), acquires ownership of the stock of the Company in a transaction or series of related transactions (collectively the “ Stock Transaction ”) that, together with the stock then held by such person or group, constitutes more than seventy-five percent (75%) of the total fair market value of the stock of the Company and the stockholders of the Company immediately prior to the Stock Transaction hold less than fifty percent (50%) of the total fair market value of the stock of the Company immediately after the Stock Transaction; or (ii) a change in the ownership of a substantial portion of the Company’s assets which shall occur on the date that any one person, or more than one person “acting as a group” (as defined below), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a Gross Fair Market Value equal to more than 75% of the total Gross Fair Market Value of all the assets of the Company immediately prior to such acquisition or acquisitions, other than an Excluded Transaction (as defined below). Notwithstanding the foregoing, the term “Change in Control” as herein defined shall be amended and construed in accordance with any subsequent guidance, rules or regulations promulgated by the Internal Revenue Service in construing the rules and regulations applicable to Section 409A of the Code.

 	

For purposes of this Section 1 of the Agreement, the term “ Gross Fair Market Value ” means the value of the assets of the Company, or the value of the assets being disposed of, as applicable, determined without regard to any liabilities associated with such assets.
For purposes of this Section 1 of the Agreement, the term “ Excluded Transaction ” means any transaction in which assets are transferred to: (i) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); or (iii) a person, or more than one person “acting as a group” (as defined below), that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer).
For purposes of this Section 1 of the Agreement, persons will not be considered to be “acting as a group” solely because they purchase stock or assets of the Company at the same time, or as a result of the same public offering. However, persons will be considered to be “acting as a group” if they are owners of an entity that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company.
(c)                 Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below.
2.                   Number of Shares and Exercise Price . The number of Shares subject to the Option and the Exercise Price per Share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in Section 12 of the Plan.
3.                   Method of Payment . Payment of the aggregate Exercise Price for the Shares for which the Option is being exercised is due in full upon exercise of all or any part of your vested Option. You may elect to make payment of such aggregate Exercise Price in cash, by certified check, or in such other form, including Shares valued at their fair market value on the date of delivery, as the Committee may approve. In the event of a Change in Control, if you fail to exercise all or any portion of your vested Option, the Company may, in its sole discretion, effect a “cashless” exercise of such Option on your behalf by issuing to you the difference between the number of Shares that you would have received had you exercised in full your vested Option, and the number of Shares, rounded up to the next whole Share in the event of a fractional Share, that are equal in value to the Exercise Price that you failed to tender to the Company upon Change in Control.
4.                   Whole Shares . You may exercise your Option only for whole Shares.
5.                   Term . You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of:
(a)                the date on which you breach any of the restrictive covenants set forth in Section 15 below;
(b)                the date on which a Change in Control occurs;

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(c)                 the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony involving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of your fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in your employment agreement which has not been corrected within 15 days of written notice (“ Cause ”), unless determined otherwise by the Committee;
(d)                six (6) months after your service with the Company and its Affiliates is terminated on or after age 65 with at least 5 years of continuous service at a time when your employment could not have been terminated for Cause;
(e)                 twelve (12) months after your service with the Company and its Affiliates is terminated due to your death or your complete and permanent inability, due to illness or injury, to perform your normal duties, in each case as determined by the Board based on medical evidence acceptable to it;
(f)                 thirty (30) days after your service with the Company and its Affiliates is terminated by you or by the Company or its Affiliates for reason other than as set forth in Section 5(b), Section 5(c) and Section 5(d) of the Agreement; or
(g)                the Expiration Date indicated in the Grant Notice.
6.                   Exercise Procedures and Suspension .
(a)                Subject to Section 7 below and other relevant terms and conditions of the Plan and this Agreement, you may exercise the vested portion of your Option during its term by delivering a notice of exercise in a form designated by the Company (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), the Participant’s agreement to be subject to a right of first refusal with respect to the Exercised Shares, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.
(b)                By exercising your Option you agree that, as a condition to any exercise of your Option, you and your spouse, if requested by the Company, contemporaneously with the exercise of your Option and prior to the issuance of any certificate representing the Shares purchased upon the exercise of your Option, shall execute any agreements by and among the Company and any of the Company’s stockholders which shall then be applicable to the Shares to be issued to you, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Common Stock (or the Shares which at that time are to be issued upon the exercise of your Option).

3 	

 	

(c)                 You acknowledge that your ability to exercise the Option may be prohibited by the Company’s insider trading policy.
7.                   Conditions to Issuance of Stock . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof or make any book entries evidencing such Shares prior to fulfillment of all of the following conditions:
(a)                The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;
(b)                The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
(c)                 The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax pursuant to Section 12 below;
(d)                The receipt by the Company of a lock-up agreement in substantially the form as attached to this Agreement as Exhibit A ; and
(e)                 The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.
Notwithstanding anything to the contrary contained herein, you may not exercise your Option if the terms of the Plan do not permit the exercise of Options, or if the Company exercises its rights under the Plan to suspend, delay or restrict the exercise of Options.
8.                   Documents Governing Issued Common Stock . The Shares that you acquire upon exercise of your Option are subject to the terms of the Plan, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such Shares to which you become a party, or any other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.
9.                   Limitations on Transfer of Options . Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. The Board may waive this restriction in any particular case in its sole discretion, provided that your Option may be transferable only to the extent permitted by the Code.
10.               Rights Upon Exercise . You will not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to your Option until you have given written notice of the exercise of your Option, paid in full for such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
11.               Option is not a Service Contract. Your Option is not an employment or service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your employment or service. In addition, nothing in your Option shall obligate the Company or any of its Affiliates, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a director or consultant or otherwise for the Company or any of its Affiliates. 

4 	

 	

12.               Withholding Obligations .
(a)                At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations.
(b)                You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.
(c)                 You agree to indemnify and hold harmless the Company, its Affiliates, and their respective stockholders, officers, and directors against any and all liability for any tax, interest, or penalty arising from the grant or exercise of any Option or from the payment for Shares or from sale or transfer of the Shares or from any other event or act hereunder, including without limitation, liabilities related to the necessity to withhold, or to have withheld, any such tax from any payment made to you.
13.               Notices . Any notices provided under the terms of this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail to you, five (5) days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid, addressed to you at the last address you provided to the Company.
14.               Option Subject to Plan . By entering into this Agreement, you agree and acknowledge that you have received and read a copy of the Plan. The Option is subject to the terms and provisions of the Plan and such terms and provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. For the avoidance of doubt, the Plan shall not be interpreted in a manner that would cause the Replacement Option to be considered a grant of a new stock option.
15.               Restrictive Covenants . If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the “ Restrictive Covenants ”), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares.  You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.

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16.               Consent to Electronic Delivery . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access.
17.               Section 409A . For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.
18.               Miscellaneous .
(a)                You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
(b)                You acknowledge and agree that you have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel and your personal tax advisor prior to executing and accepting your Option and fully understand all provisions of your Option. You are solely responsible for paying all taxes in connection with the grant and exercise of your Option.
(c)                 The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(d)                This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal representatives, heirs, and permitted transferees, successors and assigns.
(e)                 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provision or rule.
(f)                 This Agreement, including those documents and agreements explicitly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
(g)                You acknowledge and agree that in the event of a Change in Control, the Committee may take certain actions with respect to the Option as permitted under the Plan and that the Committee’s actions with respect to your Award may differ from those taken with respect to other Award Agreements or Participants.
(h)                In administering the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company or its Affiliates to transfer certain data to the Company or another Affiliate, or to its outside providers or governmental agencies. By accepting the Option, you consent, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of your personal data to such entities for such purposes.

6 	

 

 
Your Internet Defender Inc. 8-K
 
Exhibit 10.3
 
[FINAL]
2006 Plan - Director Form
 
YOUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN 
REPLACEMENT OPTION GRANT NOTICE
Your Internet Defender Inc., a Nevada corporation, (the “ Company ”), pursuant to the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock (the “ Shares ”) set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “ Stock Option Agreement ”), and the Plan, (a copy of which has been provided to Participant), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings ascribed thereto in the Plan.
This Option is granted to Participant as a Replacement Option as defined under Section 5(f) of the Plan. By signing this Grant Notice, Participant acknowledges that the Prior Plan Options issued to him under the Corindus, Inc. 2006 Umbrella Option Plan have been cancelled.

Participant:	[__________________________]	
 	 	
Vesting Commencement Date:	[insert: the grant date under the original option agreement]	
 	 	
Exercise Price per Share:	$[_____]	
 	 	
Total Exercise Price:	$[_____________]	
 	 	
Total Number of Shares Subject to the Option:	[_____________] Shares	
 	 	
Expiration Date:	[insert: 10 years after the original grant date under the 2006 Plan]	
 	 	
Vesting Schedule:	One-third on the 1 st anniversary of the Vesting Commencement Date, one-third on the 2 nd anniversary of the Vesting Commencement Date, and one-third on the 3 rd anniversary of the Vesting Commencement Date, provided the Participant is then providing services to the Company and its Affiliates, subject to accelerated vesting upon Change in Control as described below.  	
 	 	
Type of Option:	Nonqualified Stock Option	
Additional Terms/Acknowledgements : Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement, and the Plan. Participant further acknowledges that as of the date hereof, this Grant Notice, the Stock Option Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Shares and supersede all prior oral and written agreements on that subject. Participant further acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus.

YOUR INTERNET DEFENDER INC.
 	 	PARTICIPANT	
By:		 	By:		
Print Name:		 	Print Name:		
Title:		 	  	 	

 	

 	
 
YOUR INTERNET DEFENDER INC. 
2014 STOCK AWARD PLAN
 
STOCK OPTION AGREEMENT
 
Pursuant to your Replacement Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement (this “ Agreement ”), Your Internet Defender Inc. (the “ Company ”) has granted you a stock option under the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the Exercise Price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of this Agreement, unless otherwise specified.
The details and terms and conditions of this Agreement shall govern your Option:
1.                   Vesting .
(a)                Subject to the limitations contained herein, Section 1(b) and Section 1(c) below, the Option will vest as set forth in your Grant Notice, provided , that vesting will cease upon the termination of your services with the Company and its Affiliates and vesting will be suspended during any unpaid leave of absence. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Affiliate ” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein.
(b)                The Option shall fully vest upon a Change in Control, provided you have been continuously providing services to the Company or its Affiliates from the Vesting Commencement Date until such Change in Control. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Change in Control ” means: (i) a change in the ownership of the Company, which shall occur on the date that any one person, or more than one person acting “as a group” (as defined below), acquires ownership of the stock of the Company in a transaction or series of related transactions (collectively the “ Stock Transaction ”) that, together with the stock then held by such person or group, constitutes more than seventy-five percent (75%) of the total fair market value of the stock of the Company and the stockholders of the Company immediately prior to the Stock Transaction hold less than fifty percent (50%) of the total fair market value of the stock of the Company immediately after the Stock Transaction; or (ii) a change in the ownership of a substantial portion of the Company’s assets which shall occur on the date that any one person, or more than one person “acting as a group” (as defined below), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a Gross Fair Market Value equal to more than 75% of the total Gross Fair Market Value of all the assets of the Company immediately prior to such acquisition or acquisitions, other than an Excluded Transaction (as defined below). Notwithstanding the foregoing, the term “Change in Control” as herein defined shall be amended and construed in accordance with any subsequent guidance, rules or regulations promulgated by the Internal Revenue Service in construing the rules and regulations applicable to Section 409A of the Code.
For purposes of this Section 1 of the Agreement, the term “ Gross Fair Market Value ” means the value of the assets of the Company, or the value of the assets being disposed of, as applicable, determined without regard to any liabilities associated with such assets.

 	

 	

For purposes of this Section 1 of the Agreement, the term “ Excluded Transaction ” means any transaction in which assets are transferred to: (i) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); or (iii) a person, or more than one person “acting as a group” (as defined below), that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer).
For purposes of this Section 1 of the Agreement, persons will not be considered to be “acting as a group” solely because they purchase stock or assets of the Company at the same time, or as a result of the same public offering. However, persons will be considered to be “acting as a group” if they are owners of an entity that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company.
(c)                 Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below.
2.                   Number of Shares and Exercise Price . The number of Shares subject to the Option and the Exercise Price per Share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in Section 12 of the Plan.
3.                   Method of Payment . Payment of the aggregate Exercise Price for the Shares for which the Option is being exercised is due in full upon exercise of all or any part of your vested Option. You may elect to make payment of such aggregate Exercise Price in cash, by certified check, or in such other form, including Shares valued at their fair market value on the date of delivery, as the Committee may approve. In the event of a Change in Control, if you fail to exercise all or any portion of your vested Option, the Company may, in its sole discretion, effect a “cashless” exercise of such Option on your behalf by issuing to you the difference between the number of Shares that you would have received had you exercised in full your vested Option, and the number of Shares, rounded up to the next whole Share in the event of a fractional Share, that are equal in value to the Exercise Price that you failed to tender to the Company upon Change in Control.
4.                   Whole Shares . You may exercise your Option only for whole Shares.
5.                   Term . You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of:
(a)                the date on which you breach any of the restrictive covenants set forth in Section 15 below;
(b)                the date on which a Change in Control occurs; or
(c)                 the Expiration Date indicated in the Grant Notice.
6.                   Exercise Procedures and Suspension .

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(a)                Subject to Section 7 below and other relevant terms and conditions of the Plan and this Agreement, you may exercise the vested portion of your Option during its term by delivering a notice of exercise in a form designated by the Company (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), the Participant’s agreement to be subject to a right of first refusal with respect to the Exercised Shares, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.
(b)                By exercising your Option you agree that, as a condition to any exercise of your Option, you and your spouse, if requested by the Company, contemporaneously with the exercise of your Option and prior to the issuance of any certificate representing the Shares purchased upon the exercise of your Option, shall execute any agreements by and among the Company and any of the Company’s stockholders which shall then be applicable to the Shares to be issued to you, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Common Stock (or the Shares which at that time are to be issued upon the exercise of your Option).
(c)                 You acknowledge that your ability to exercise the Option may be prohibited by the Company’s insider trading policy.
7.                   Conditions to Issuance of Stock . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof or make any book entries evidencing such Shares prior to fulfillment of all of the following conditions:
(a)                The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;
(b)                The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
(c)                 The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax pursuant to Section 12 below;
(d)                The receipt by the Company of a lock-up agreement in substantially the form as attached to this Agreement as Exhibit A ; and
(e)                 The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.
Notwithstanding anything to the contrary contained herein, you may not exercise your Option if the terms of the Plan do not permit the exercise of Options, or if the Company exercises its rights under the Plan to suspend, delay or restrict the exercise of Options.

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8.                   Documents Governing Issued Common Stock . The Shares that you acquire upon exercise of your Option are subject to the terms of the Plan, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such Shares to which you become a party, or any other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.
9.                   Limitations on Transfer of Options . Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. The Board may waive this restriction in any particular case in its sole discretion, provided that your Option may be transferable only to the extent permitted by the Code.
10.               Rights Upon Exercise . You will not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to your Option until you have given written notice of the exercise of your Option, paid in full for such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
11.               Option is not a Service Contract. Your Option is not a service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your service. Nothing in your Option shall obligate the Company or any of its Affiliates, or their respective stockholders or Boards of Directors, to continue your relationship as a director or consultant or otherwise for the Company or any of its Affiliates. 
12.               Withholding Obligations .
(a)                At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations.
(b)                You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.
(c)                 You agree to indemnify and hold harmless the Company, its Affiliates, and their respective stockholders, officers, and directors against any and all liability for any tax, interest, or penalty arising from the grant or exercise of any Option or from the payment for Shares or from sale or transfer of the Shares or from any other event or act hereunder, including without limitation, liabilities related to the necessity to withhold, or to have withheld, any such tax from any payment made to you.
13.               Notices . Any notices provided under the terms of this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail to you, five (5) days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid, addressed to you at the last address you provided to the Company.
14.               Option Subject to Plan . By entering into this Agreement, you agree and acknowledge that you have received and read a copy of the Plan. The Option is subject to the terms and provisions of the Plan and such terms and provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. For the avoidance of doubt, the Plan shall not be interpreted in a manner that would cause the Replacement Option to be considered a grant of a new stock option.

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15.               Restrictive Covenants . If, during the period after your termination of service during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any agreement with the Company and/or any of its Affiliates (the “ Restrictive Covenants ”), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares.  You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.
16.               Consent to Electronic Delivery . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access.
17.               Section 409A . For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.
18.               Miscellaneous .
(a)                You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
(b)                You acknowledge and agree that you have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel and your personal tax advisor prior to executing and accepting your Option and fully understand all provisions of your Option. You are solely responsible for paying all taxes in connection with the grant and exercise of your Option.
(c)                 The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(d)                This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal representatives, heirs, and permitted transferees, successors and assigns.

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(e)                 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provision or rule.
(f)                 This Agreement, including those documents and agreements explicitly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
(g)                You acknowledge and agree that in the event of a Change in Control, the Committee may take certain actions with respect to the Option as permitted under the Plan and that the Committee’s actions with respect to your Award may differ from those taken with respect to other Award Agreements or Participants.
(h)                In administering the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company or its Affiliates to transfer certain data to the Company or another Affiliate, or to its outside providers or governmental agencies. By accepting the Option, you consent, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of your personal data to such entities for such purposes.

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Your Internet Defender Inc. 8-K
 
Exhibit 10.4
 
[FINAL]
2008 Plan - Employee Form
 
YOUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN 
REPLACEMENT OPTION GRANT NOTICE
Your Internet Defender Inc., a Nevada corporation, (the “ Company ”), pursuant to the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock (the “ Shares ”) set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “ Stock Option Agreement ”), and the Plan, (a copy of which has been provided to Participant), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings ascribed thereto in the Plan.
This Option is granted to Participant as a Replacement Option as defined under Section 5(f) of the Plan. By signing this Grant Notice, Participant acknowledges that the Prior Plan Options issued to him under the Corindus, Inc. 2008 Stock Incentive Plan have been cancelled.

Participant:	[__________________________]	
 	 	
Vesting Commencement Date:	[insert: the grant date under the original option agreement]	
 	 	
Exercise Price per Share:	$[_____]	
 	 	
Total Exercise Price:	$[_____________]	
 	 	
Total Number of Shares Subject to the Option:	[_____________] Shares	
 	 	
Expiration Date:	[insert: 10 years after the original grant date under the 2008 Plan]	
 	 	
Vesting Schedule:	25% on the 1 st anniversary of the Vesting Commencement Date and 2.0833% at the end of every month thereafter provided the Participant is then providing services to the Company and its Affiliates.  	
 	 	
Type of Option:	Nonqualified Stock Option	
Additional Terms/Acknowledgements : Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement, and the Plan. Participant further acknowledges that as of the date hereof, this Grant Notice, the Stock Option Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Shares, subject to the terms of any employment agreement between the Company and Participant addressing stock options granted by the Company, and supersede all prior oral and written agreements on that subject. Participant further acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus.

YOUR INTERNET DEFENDER INC.
 	 	PARTICIPANT	
By:		 	By:		
Print Name:		 	Print Name:		
Title:		 	  	 	

 	

 	
 
YOUR INTERNET DEFENDER INC. 
2014 STOCK AWARD PLAN
 
STOCK OPTION AGREEMENT
 
Pursuant to your Replacement Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement (this “ Agreement ”), Your Internet Defender Inc. (the “ Company ”) has granted you a stock option under the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the Exercise Price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of this Agreement, unless otherwise specified.
The details and terms and conditions of this Agreement shall govern your Option:
1.                   Vesting .
(a)                Subject to the limitations contained herein, Section 1(b) and Section 1(c) below, the Option will vest as set forth in your Grant Notice, provided , that vesting will cease upon the termination of your services with the Company and its Affiliates. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Affiliate ” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein.
(b)                Vesting of the Option shall be subject to the terms under any employment agreement between you and Company addressing stock options granted by the Company.
(c)                 Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below.
2.                   Number of Shares and Exercise Price . The number of Shares subject to the Option and the Exercise Price per Share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in Section 12 of the Plan.
3.                   Method of Payment . Payment of the aggregate Exercise Price for the Shares for which the Option is being exercised is due in full upon exercise of all or any part of your vested Option. You may elect to make payment of such aggregate Exercise Price in cash or by check or wire transfer (or any combination thereof). 
4.                   Whole Shares . You may exercise your Option only for whole Shares.
5.                   Term . You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of:

 	

 	
 
(a)                the date on which you breach any of the restrictive covenants set forth in Section 15 below;
(b)                the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony involving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of the Participant’s fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in his employment agreement which has not been corrected within 15 days of written notice (“ Cause ”);
(c)                 one hundred eighty (180) days after your service with the Company and its Affiliates is terminated on or after age 65 with at least 5 years of continuous service at a time when your employment could not have been terminated for Cause;
(d)                twelve (12) months after your service with the Company and its Affiliates is terminated due to your death or your complete and permanent inability, due to illness or injury, to perform your normal duties, in each case as determined by the Board based on medical evidence acceptable to it;
(e)                 ninety (90) days after your service with the Company and its Affiliates is terminated by you or by the Company or its Affiliates for reason other than as set forth in Section 5(b), Section 5(c) and Section 5(d) of the Stock Option Agreement; or
(f)                 the Expiration Date indicated in the Grant Notice.
6.                   Exercise Procedures and Suspension .
(a)                Subject to Section 7 below and other relevant terms and conditions of the Plan and this Agreement, you may exercise the vested portion of your Option during its term by delivering a notice of exercise in a form designated by the Company (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), the Participant’s agreement to be subject to a right of first refusal with respect to the Exercised Shares, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.
(b)                By exercising your Option you agree that, as a condition to any exercise of your Option, you and your spouse, if requested by the Company, contemporaneously with the exercise of your Option and prior to the issuance of any certificate representing the Shares purchased upon the exercise of your Option, shall execute any agreements by and among the Company and any of the Company’s stockholders which shall then be applicable to the Shares to be issued to you, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Common Stock (or the Shares which at that time are to be issued upon the exercise of your Option).

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(c)                 You acknowledge that your ability to exercise the Option may be prohibited by the Company’s insider trading policy.
7.                   Conditions to Issuance of Stock . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof or make any book entries evidencing such Shares prior to fulfillment of all of the following conditions:
(a)                The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;
(b)                The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
(c)                 The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax pursuant to Section 12 below;
(d)                The receipt by the Company of a lock-up agreement in substantially the form as attached to this Agreement as Exhibit A ; and
(e)                 The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.
Notwithstanding anything to the contrary contained herein, you may not exercise your Option if the terms of the Plan do not permit the exercise of Options, or if the Company exercises its rights under the Plan to suspend, delay or restrict the exercise of Options.
8.                   Documents Governing Issued Common Stock . The Shares that you acquire upon exercise of your Option are subject to the terms of the Plan, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such Shares to which you become a party, or any other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.
9.                   Limitations on Transfer of Options . Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.
10.               Rights Upon Exercise . You will not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to your Option until you have given written notice of the exercise of your Option, paid in full for such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
11.               Option is not a Service Contract. Your Option is not an employment or service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your employment or service. In addition, nothing in your Option shall obligate the Company or any of its Affiliates, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a director or consultant or otherwise for the Company or any of its Affiliates. 

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12.               Withholding Obligations .
(a)                At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations.
(b)                You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.
13.               Notices . Any notices provided under the terms of this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail to you, five (5) days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid, addressed to you at the last address you provided to the Company.
14.               Option Subject to Plan . By entering into this Agreement, you agree and acknowledge that you have received and read a copy of the Plan. The Option is subject to the terms and provisions of the Plan and such terms and provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. For the avoidance of doubt, the Plan shall not be interpreted in a manner that would cause the Replacement Option to be considered a grant of a new stock option.
15.               Restrictive Covenants . If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the “ Restrictive Covenants ”), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares.  You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.
16.               Consent to Electronic Delivery . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access.

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17.               Section 409A . For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.
18.               Miscellaneous .
(a)                You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
(b)                You acknowledge and agree that you have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel and your personal tax advisor prior to executing and accepting your Option and fully understand all provisions of your Option. You are solely responsible for paying all taxes in connection with the grant and exercise of your Option.
(c)                 The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(d)                This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal representatives, heirs, and permitted transferees, successors and assigns.
(e)                 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provision or rule.
(f)                 This Agreement, including those documents and agreements explicitly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
(g)                You acknowledge and agree that in the event of a Change in Control, the Committee may take certain actions with respect to the Option as permitted under the Plan and that the Committee’s actions with respect to your Award may differ from those taken with respect to other Award Agreements or Participants.
(h)                In administering the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company or its Affiliates to transfer certain data to the Company or another Affiliate, or to its outside providers or governmental agencies. By accepting the Option, you consent, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of your personal data to such entities for such purposes.

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Your Internet Defender Inc. 8-K
 
Exhibit 10.5
 
[FINAL]
2008 Plan - Officer Form
 
YOUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN 
REPLACEMENT OPTION GRANT NOTICE
Your Internet Defender Inc., a Nevada corporation, (the “ Company ”), pursuant to the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock (the “ Shares ”) set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “ Stock Option Agreement ”), and the Plan, (a copy of which has been provided to Participant), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings ascribed thereto in the Plan.
This Option is granted to Participant as a Replacement Option as defined under Section 5(f) of the Plan. By signing this Grant Notice, Participant acknowledges that the Prior Plan Options issued to him under the Corindus, Inc. 2008 Stock Incentive Plan have been cancelled.

Participant:	[__________________________]	
 	 	
Vesting Commencement Date:	[insert: the grant date under the original option agreement]	
 	 	
Exercise Price per Share:	$[_____]	
 	 	
Total Exercise Price:	$[_____________]	
 	 	
Total Number of Shares Subject to the Option:	[_____________] Shares	
 	 	
Expiration Date:	[insert: 10 years after the original grant date under the 2008 Plan]	
 	 	
Vesting Schedule:	25% on the 1 st anniversary of the Vesting Commencement Date and 2.0833% at the end of every month thereafter provided the Participant is then providing services to the Company and its Affiliates.  	
 	 	
Type of Option:	Nonqualified Stock Option	
Additional Terms/Acknowledgements : Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement, and the Plan. Participant further acknowledges that as of the date hereof, this Grant Notice, the Stock Option Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Shares, subject to the terms of any employment agreement between the Company and Participant addressing stock options granted by the Company, and supersede all prior oral and written agreements on that subject. Participant further acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus.

YOUR INTERNET DEFENDER INC.
 	 	PARTICIPANT	
By:		 	By:		
Print Name:		 	Print Name:		
Title:		 	  	 	

 	

 	

 
YOUR INTERNET DEFENDER INC. 
2014 STOCK AWARD PLAN
 
STOCK OPTION AGREEMENT
 
Pursuant to your Replacement Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement (this “ Agreement ”), Your Internet Defender Inc. (the “ Company ”) has granted you a stock option under the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the Exercise Price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of this Agreement, unless otherwise specified.
The details and terms and conditions of this Agreement shall govern your Option:
1.                   Vesting .
(a)                Subject to the limitations contained herein, Section 1(b) and Section 1(c) below, the Option will vest as set forth in your Grant Notice, provided , that vesting will cease upon the termination of your services with the Company and its Affiliates. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Affiliate ” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein.
(b)                Vesting of the Option shall be subject to the terms under any employment agreement between you and Company addressing stock options granted by the Company.
(c)                 Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below.
2.                   Number of Shares and Exercise Price . The number of Shares subject to the Option and the Exercise Price per Share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in Section 12 of the Plan.
3.                   Method of Payment . Payment of the aggregate Exercise Price for the Shares for which the Option is being exercised is due in full upon exercise of all or any part of your vested Option. You may elect to make payment of such aggregate Exercise Price in cash or by check or wire transfer (or any combination thereof). 
4.                   Whole Shares . You may exercise your Option only for whole Shares.
5.                   Term . You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of:

 	

 	

(a)                the date on which you breach any of the restrictive covenants set forth in Section 15 below;
(b)                the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony involving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of the Participant’s fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in his employment agreement which has not been corrected within 15 days of written notice (“ Cause ”);
(c)                 one hundred eighty (180) days after your service with the Company and its Affiliates is terminated on or after age 65 with at least 5 years of continuous service at a time when your employment could not have been terminated for Cause;
(d)                twelve (12) months after your service with the Company and its Affiliates is terminated due to your death or your complete and permanent inability, due to illness or injury, to perform your normal duties, in each case as determined by the Board based on medical evidence acceptable to it;
(e)                 ninety (90) days after your service with the Company and its Affiliates is terminated by you or by the Company or its Affiliates for reason other than as set forth in Section 5(b), Section 5(c) and Section 5(d) of the Stock Option Agreement; or
(f)                 the Expiration Date indicated in the Grant Notice.
6.                   Exercise Procedures and Suspension .
(a)                Subject to Section 7 below and other relevant terms and conditions of the Plan and this Agreement, you may exercise the vested portion of your Option during its term by delivering a notice of exercise in a form designated by the Company (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), the Participant’s agreement to be subject to a right of first refusal with respect to the Exercised Shares, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.
(b)                By exercising your Option you agree that, as a condition to any exercise of your Option, you and your spouse, if requested by the Company, contemporaneously with the exercise of your Option and prior to the issuance of any certificate representing the Shares purchased upon the exercise of your Option, shall execute any agreements by and among the Company and any of the Company’s stockholders which shall then be applicable to the Shares to be issued to you, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Common Stock (or the Shares which at that time are to be issued upon the exercise of your Option).

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(c)                 You acknowledge that your ability to exercise the Option may be prohibited by the Company’s insider trading policy.
7.                   Conditions to Issuance of Stock . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof or make any book entries evidencing such Shares prior to fulfillment of all of the following conditions:
(a)                The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;
(b)                The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
(c)                 The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax pursuant to Section 12 below;
(d)                The receipt by the Company of a lock-up agreement in substantially the form as attached to this Agreement as Exhibit A ; and
(e)                 The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.
Notwithstanding anything to the contrary contained herein, you may not exercise your Option if the terms of the Plan do not permit the exercise of Options, or if the Company exercises its rights under the Plan to suspend, delay or restrict the exercise of Options.
8.                   Documents Governing Issued Common Stock . The Shares that you acquire upon exercise of your Option are subject to the terms of the Plan, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such Shares to which you become a party, or any other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.
9.                   Limitations on Transfer of Options . Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.
10.               Rights Upon Exercise . You will not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to your Option until you have given written notice of the exercise of your Option, paid in full for such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
11.               Option is not a Service Contract. Your Option is not an employment or service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your employment or service. In addition, nothing in your Option shall obligate the Company or any of its Affiliates, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a director or consultant or otherwise for the Company or any of its Affiliates. 

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12.               Withholding Obligations .
(a)                At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations.
(b)                You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.
13.               Notices . Any notices provided under the terms of this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail to you, five (5) days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid, addressed to you at the last address you provided to the Company.
14.               Option Subject to Plan . By entering into this Agreement, you agree and acknowledge that you have received and read a copy of the Plan. The Option is subject to the terms and provisions of the Plan and such terms and provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. For the avoidance of doubt, the Plan shall not be interpreted in a manner that would cause the Replacement Option to be considered a grant of a new stock option.
15.               Restrictive Covenants . If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the “ Restrictive Covenants ”), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares.  You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.
16.               Consent to Electronic Delivery . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access.

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17.               Section 409A . For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.
18.               Limitation on Excess Parachute Payments . Notwithstanding any other provision of the Grant Notice, this Agreement, and the Plan to the contrary, any payment or benefit received or to be received by you in connection with a Change in Control or the termination of employment (whether payable under the terms of the Grant Notice, this Agreement, or the Plan or any other plan, arrangement or agreement with the Company or any Affiliate) (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit you receive shall exceed the net after-tax benefit that you would receive if no such reduction was made. Whether and how the limitation under this Section 18 is applicable shall be determined under the Section 280G Rules set forth in Exhibit B , which shall be enforceable as if set forth in this Agreement.
19.               Miscellaneous .
(a)                You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
(b)                You acknowledge and agree that you have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel and your personal tax advisor prior to executing and accepting your Option and fully understand all provisions of your Option. You are solely responsible for paying all taxes in connection with the grant and exercise of your Option.
(c)                 The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(d)                This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal representatives, heirs, and permitted transferees, successors and assigns.
(e)                 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provision or rule.
(f)                 This Agreement, including those documents and agreements explicitly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
(g)                You acknowledge and agree that in the event of a Change in Control, the Committee may take certain actions with respect to the Option as permitted under the Plan and that the Committee’s actions with respect to your Award may differ from those taken with respect to other Award Agreements or Participants.

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(h)                In administering the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company or its Affiliates to transfer certain data to the Company or another Affiliate, or to its outside providers or governmental agencies. By accepting the Option, you consent, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of your personal data to such entities for such purposes. 

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Your Internet Defender Inc. 8-K
 
Exhibit 10.6
 
[FINAL]
2008 Plan - Director Form 
 
YOUR INTERNET DEFENDER INC. 2014 STOCK AWARD PLAN 
REPLACEMENT OPTION GRANT NOTICE
Your Internet Defender Inc., a Nevada corporation, (the “ Company ”), pursuant to the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock (the “ Shares ”) set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, attached hereto (the “ Stock Option Agreement ”), and the Plan, (a copy of which has been provided to Participant), both of which are incorporated herein in their entirety. Any capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings ascribed thereto in the Plan.
This Option is granted to Participant as a Replacement Option as defined under Section 5(f) of the Plan. By signing this Grant Notice, Participant acknowledges that the Prior Plan Options issued to him under the Corindus, Inc. 2008 Stock Incentive Plan have been cancelled.

Participant:	[__________________________]	
 	 	
Vesting Commencement Date:	[insert: the grant date under the original option agreement]	
 	 	
Exercise Price per Share:	$[_____]	
 	 	
Total Exercise Price:	$[_____________]	
 	 	
Total Number of Shares Subject to the Option:	[_____________] Shares	
 	 	
Expiration Date:	[insert: 10 years after the original grant date under the 2008 Plan]	
 	 	
Vesting Schedule:	25% on the 1 st anniversary of the Vesting Commencement Date and 2.0833% at the end of every month thereafter provided the Participant is then providing services to the Company and its Affiliates.  	
 	 	
Type of Option:	Nonqualified Stock Option	
Additional Terms/Acknowledgements : Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement, and the Plan. Participant further acknowledges that as of the date hereof, this Grant Notice, the Stock Option Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Shares and supersede all prior oral and written agreements on that subject. Participant further acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus.

YOUR INTERNET DEFENDER INC.
 	 	PARTICIPANT	
By:		 	By:		
Print Name:		 	Print Name:		
Title:		 	  	 	

 	

 	
 
YOUR INTERNET DEFENDER INC. 
2014 STOCK AWARD PLAN
 
STOCK OPTION AGREEMENT
 
Pursuant to your Replacement Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement (this “ Agreement ”), Your Internet Defender Inc. (the “ Company ”) has granted you a stock option under the Your Internet Defender Inc. 2014 Stock Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the Exercise Price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of this Agreement, unless otherwise specified.
The details and terms and conditions of this Agreement shall govern your Option:
1.                   Vesting .
(a)                Subject to the limitations contained herein, Section 1(b) below, the Option will vest as set forth in your Grant Notice, provided , that vesting will cease upon the termination of your services with the Company and its Affiliates. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. For purposes of this Section 1 and Section 5 of the Agreement, the term “ Affiliate ” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with, the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein.
(b)                Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below.
2.                   Number of Shares and Exercise Price . The number of Shares subject to the Option and the Exercise Price per Share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in Section 12 of the Plan.
3.                   Method of Payment . Payment of the aggregate Exercise Price for the Shares for which the Option is being exercised is due in full upon exercise of all or any part of your vested Option. You may elect to make payment of such aggregate Exercise Price in cash or by check or wire transfer (or any combination thereof). 
4.                   Whole Shares . You may exercise your Option only for whole Shares.
5.                   Term . You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of:
(a)                the date on which you breach any of the restrictive covenants set forth in Section 15 below;

 	

(b)                the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony involving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of the Participant’s fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in his employment agreement which has not been corrected within 15 days of written notice (“ Cause ”); or
(c)                 the Expiration Date indicated in the Grant Notice.
6.                   Exercise Procedures and Suspension .
(a)                Subject to Section 7 below and other relevant terms and conditions of the Plan and this Agreement, you may exercise the vested portion of your Option during its term by delivering a notice of exercise in a form designated by the Company (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “ Exercised Shares ”), the Participant’s agreement to be subject to a right of first refusal with respect to the Exercised Shares, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.
(b)                By exercising your Option you agree that, as a condition to any exercise of your Option, you and your spouse, if requested by the Company, contemporaneously with the exercise of your Option and prior to the issuance of any certificate representing the Shares purchased upon the exercise of your Option, shall execute any agreements by and among the Company and any of the Company’s stockholders which shall then be applicable to the Shares to be issued to you, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Common Stock (or the Shares which at that time are to be issued upon the exercise of your Option).
(c)                 You acknowledge that your ability to exercise the Option may be prohibited by the Company’s insider trading policy.
7.                   Conditions to Issuance of Stock . The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof or make any book entries evidencing such Shares prior to fulfillment of all of the following conditions:
(a)                The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;

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(b)                The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;
(c)                 The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax pursuant to Section 12 below;
(d)                The receipt by the Company of a lock-up agreement in substantially the form as attached to this Agreement as Exhibit A ; and
(e)                 The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.
Notwithstanding anything to the contrary contained herein, you may not exercise your Option if the terms of the Plan do not permit the exercise of Options, or if the Company exercises its rights under the Plan to suspend, delay or restrict the exercise of Options.
8.                   Documents Governing Issued Common Stock . The Shares that you acquire upon exercise of your Option are subject to the terms of the Plan, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such Shares to which you become a party, or any other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.
9.                   Limitations on Transfer of Options . Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.
10.               Rights Upon Exercise . You will not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to your Option until you have given written notice of the exercise of your Option, paid in full for such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
11.               Option is not a Service Contract. Your Option is not a service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your service. Nothing in your Option shall obligate the Company or any of its Affiliates, or their respective stockholders or Boards of Directors, to continue your relationship as a director or consultant or otherwise for the Company or any of its Affiliates. 
12.               Withholding Obligations .
(a)                At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of the foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations.
(b)                You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.

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13.               Notices . Any notices provided under the terms of this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail to you, five (5) days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid, addressed to you at the last address you provided to the Company.
14.               Option Subject to Plan . By entering into this Agreement, you agree and acknowledge that you have received and read a copy of the Plan. The Option is subject to the terms and provisions of the Plan and such terms and provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. For the avoidance of doubt, the Plan shall not be interpreted in a manner that would cause the Replacement Option to be considered a grant of a new stock option.
15.               Restrictive Covenants . If, during the period after your termination of service during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any agreement with the Company and/or any of its Affiliates (the “ Restrictive Covenants ”), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares.  You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.
16.               Consent to Electronic Delivery . In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access.
17.               Section 409A . For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.
18.               Miscellaneous .
(a)                You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Agreement.
(b)                You acknowledge and agree that you have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel and your personal tax advisor prior to executing and accepting your Option and fully understand all provisions of your Option. You are solely responsible for paying all taxes in connection with the grant and exercise of your Option.

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(c)                 The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
(d)                This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal representatives, heirs, and permitted transferees, successors and assigns.
(e)                 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws provision or rule.
(f)                 This Agreement, including those documents and agreements explicitly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.
(g)                You acknowledge and agree that in the event of a Change in Control, the Committee may take certain actions with respect to the Option as permitted under the Plan and that the Committee’s actions with respect to your Award may differ from those taken with respect to other Award Agreements or Participants.
(h)                In administering the Plan, or to comply with applicable legal, regulatory, tax or accounting requirements, it may be necessary for the Company or its Affiliates to transfer certain data to the Company or another Affiliate, or to its outside providers or governmental agencies. By accepting the Option, you consent, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of your personal data to such entities for such purposes.

5 	

 
Your Internet Defender Inc. 8-K
 
Exhibit 10.7
 
LOCK-UP AGREEMENT
  
THIS LOCK-UP AGREEMENT (the "Agreement") is entered into as of August ___, 2014 by and between _________________ (the "Shareholder") located at _____________________________________ and Your Internet Defender Inc., a Nevada corporation (the "Company"), with a corporate address of 20 E. Sunrise Highway, Suite 202, Valley Stream, NY 11581.
 
WHEREAS, the Company entered into a Securities Exchange and Acquisition Agreement dated August 5, 2014 (the "Acquisition Agreement") whereby the Company will acquire 100% of the issued and outstanding shares of common stock and rights to acquire shares of common stock of Corindus, Inc., a Delaware corporation ("Corindus"), through an acquisition in exchange for the issuance of shares and rights to acquire shares of the Company's common stock, $0.0001 par value ("Common Stock") equaling approximately 87,400,000 shares in the aggregate (the "Acquisition"); and
 
WHEREAS, included in the approximately 87,400,000 shares of the Company’s Common Stock discussed above, approximately 14,000,000 shares of the Common Stock are being reserved for issuance upon the exercise of stock options and/or warrants ("Company Options" or "Company Warrants" as the case may be, and together with the Common Stock, "Company Securities") which are being issued by the Company in exchange for those similar instruments previously issued by Corindus to such holders prior to the Acquisition; and
 
WHEREAS, pursuant to the Acquisition Agreement and as a condition to closing the transactions contemplated thereby, the Shareholder will enter into this Agreement, which, among other things, will restrict the sale, assignment, transfer, encumbrance or other disposition of the shares of Common Stock issued to them or to be issued upon the exercise of Company Options or Company Warrants; and
 
WHEREAS, the parties hereto desire to restrict the sale, assignment, transfer, encumbrance or other disposition of the Shares and obligations in respect thereof as hereinafter provided.
 
NOW THEREFORE, in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
1. LOCK-UP OF SECURITIES .
 
(a)                  Shareholder agrees that from the date of the closing of the Acquisition Agreement (the "Effective Date") until twelve (12) months after the Effective Date (the "Lock-Up Period"), the Shareholder will not make or cause any sale, assignment, transfer, encumbrance or establish a short position or other transaction with a purpose to hedge or dispose of the Company Securities the Shareholder owns or has the power to control the disposition of, either of record or beneficially. After the completion of the Lock-Up Period, the Shareholder agrees to not sell, assign, transfer, encumber, establish a short position or otherwise hedge or dispose of more than five percent (5%) of the respective Company Securities owned by Shareholder per each rolling ninety (90) day period beginning with the Shareholder's first transfer of Company Securities after the termination of the Lock-Up Period and continuing until the date that is twenty-four (24) months from the Effective Date (the "Dribble Out Period"). Upon the completion of the Dribble Out Period, this Agreement will terminate and Shareholder will be free to transfer or dispose of the Company Securities without limitation, except that all such transfers or dispositions shall be in compliance with applicable Securities Laws as described in Section 3 below. Notwithstanding anything to the contrary in this Section 1(a), the Shareholder may assign, distribute or transfer the Company Securities to any of the Shareholder’s affiliates, any entity that is controlled by, controls or is under common control with the Shareholder and any investment fund or other entity controlled or managed by the Shareholder; provided, that in the case of any such assignment, distribution or transfer, the assignee, distributee and transferee shall execute and deliver to the Company a lock-up agreement in the form of this Agreement.
 
(b)                  Notwithstanding the foregoing, the restrictions set forth in Section 1(a) above shall not apply (A) in the event that a change of control of the Company occurs after the Effective Date or (B) to transfers or dispositions (i) if the undersigned is not a natural person, to its equity holders, (ii) to the immediate family members of the undersigned or its equity holders, (iii) a family trust, foundation or partnership created for the exclusive benefit of the undersigned, its equity holders or any of their respective immediate family members, (iv) a charitable foundation controlled by the undersigned, its equity holders or their respective immediate family members as a bona fide gift or gifts, (v) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (vi) transfers or dispositions of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (vii) consummated in a private transaction among the Shareholder and the transferee wherein the Company Securities transferred are not sold or otherwise disposed on the market or exchange in which the Company’s Common Stock is listed, or (viii) approved in writing by the Company’s Board of Directors (a “Release”) prior to such transfer or disposition, which such approval shall be in the sole discretion of the Board of Directors except that such approval will not be unreasonably withheld so long as the Board of Directors determines that such transfer or disposition will not significantly harm or damage the Company’s trading or market value, provided that in each such case that the transferee thereof agrees to be bound by the restrictions set forth herein. For purposes of this Agreement, a "change of control" shall mean any event whereby any person or entity gains or purchases more than fifty percent (50%) of the voting securities of the Company and "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, in the event of a Release, in full or in part, of an officer, director or beneficial owner of 5% or more of the Company Securities (a “Triggering Release”), then the undersigned shall be automatically released to the same extent with respect to the same percentage of the Company Securities of the undersigned as the percentage of Company Securities being released in the Triggering Release. In the event of a Triggering Release, the Company shall notify the undersigned within two (2) business days of such Triggering Release.

 	

(c)                  During the Lock-Up Period, Shareholder hereby authorizes the Company to cause any transfer agent for the Company Securities subject to this Lock-Up Agreement to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Securities, subject to this Agreement for which the Shareholder is the record holder and, in the case of Company Securities subject to Lock-Up Agreement for which the Shareholder is the beneficial owner but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Company Securities subject to this Lock-Up Agreement, if such transfer would constitute a violation or breach of this Agreement.
 
2. TRANSFER; SUCCESSOR AND ASSIGNS .
 
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. As provided above, any transfer (not limited to, but including any hypothecation) of stock shall require the transferee to execute a Lock-Up Agreement in accordance with the same terms set forth herein. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
 
3. COMPLIANCE WITH SECURITIES LAWS .
 
Shareholder shall not at any time during or following the Dribble Out Period make any transfer, except (i) transfers pursuant to an effective registration statement under the Securities Act, (ii) transfers pursuant to the provisions of Rule 144, or (iii) if such Shareholder shall have furnished the Company with an opinion of counsel, if reasonably requested by the Company, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the transfer is otherwise exempt from registration under the Securities Act and that the transfer otherwise complies with the terms of this Agreement.
 
4. OTHER RESTRICTIONS .
 
(a) Legends . The Shareholder hereby agrees that each outstanding certificate representing shares of Common Stock issued to Shareholder during the Lock-Up Period and Dribble Out Period shall bear legends reading substantially as follows:
 
	(i)	THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.	

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	(ii)	THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT DATED [____], 2014, BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK-UP AGREEMENT.	
 
(b) Termination of Restrictive Legends . The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares (i) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (ii) when such shares shall have been transferred in a Rule 144 transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Period. Whenever such restrictions shall cease and terminate as to any shares, Shareholder shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the registered holder thereof), new certificates for a like number of shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder a certificate or an opinion of counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s stock certificates, which certificate or opinion of counsel will be reasonably satisfactory to the Company.
 
(c) Copy of Agreement . A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company and shall be made available for inspection by any shareholder of the Company. In addition, a copy of this Agreement shall be filed with the Company's transfer agent of record.
 
(d) Recordation . The Company shall not record upon its books any transfer to any person except transfers in accordance with this Agreement.
 
5. NO OTHER RIGHTS
 
The Shareholder understands and agrees that the Company is under no obligation to register the sale, transfer or other disposition of Shareholder’s Company Securities under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available.

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6. SPECIFIC PERFORMANCE
 
Shareholder acknowledges that there would be no adequate remedy at law if the Shareholder fails to perform any of its obligations hereunder, and accordingly agrees that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Shareholder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 6 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.
 
7. NOTICES.
 
All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to Shareholder at the respective addresses furnished to the Company by Shareholder.
 
8. SUCCESSORS AND ASSIGNS .
 
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.
 
9. RECAPITALIZATIONS AND EXCHANGES AFFECTING SHARES .
 
Except as otherwise provided in Section 1(b)(A) above, the provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Company Securities, and to any and all shares of capital stock or equity securities of the Company which may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise.
 
10. GOVERNING LAW .
 
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
 
11. COUNTERPARTS .
 
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
12. ATTORNEYS' FEES .
 
If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding.
 
13. AMENDMENTS AND WAIVERS .
 
Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. No delay or failure on the part of the Company in exercising any power or right under this Agreement shall operate as a waiver of any power or right. The Board of Directors of the Company may amend the terms and conditions of this Agreement or the term of the Lock-Up Period. In such event, the Company shall amend the terms and conditions of this Agreement or the term of the Lock-Up Period or Dribble Out Period on a pro-rata basis for each Shareholder that is subject to this Agreement at any time so long as the Board reasonably determines that any such Amendment is in the best interests of the Company. Notwithstanding the foregoing, any amendment to this Agreement or the Lock-Up Period shall in no way mean or be construed as the amendment, modification or waiver of any other lock-up agreement to which the Company is a party.

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14. SEVERABILITY .
 
If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
 
15. DELAYS OR OMISSIONS .
 
No delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder shall be cumulative and not alternative.
 
16. ENTIRE AGREEMENT .
 
This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.
 
(Signature page follows.)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  	 	 	COMPANY:	
 	 	 	 	 	
 	 	 	YOUR INTERNET DEFENDER INC.	

 	 	 	 	 	
Date:	__________________, 2014	 	By:		
 	 	 		Leah Hein	
 	 	 		Chief Executive Officer	

 	 	 	SHAREHOLDER:	

 	 	 	 	 	
Date:	__________________, 2014	 	 	
 	 	 	[Name]	 	

 

6 	

 
Your Internet Defender Inc. 8-K
 
Exhibit 10.8
  
STOCK PURCHASE AGREEMENT
 
This Stock Purchase Agreement (this "Agreement") dated ________, 2014 is made by and between Your Internet Defender Inc., a Nevada corporation (the "Company"), _______________________, ("Purchaser"), and solely for purposes of Section 5, Corindus, Inc., a Delaware corporation ("Corindus"). Collectively, the Company and Purchaser are referred to herein as the "Parties."
 
RECITALS
 
WHEREAS, the Company and Corindus are parties to that certain Securities Exchange and Acquisition Agreement dated July 29, 2014 (the "Acquisition Agreement") by and between the Company and Corindus;
 
WHEREAS, the Company desires that the Purchaser invest in the Company and the Purchaser will purchase shares of the Company’s common stock in accordance with the terms and conditions of this Agreement immediately upon and as a condition to the Closing (as defined in the Acquisition Agreement) of the Acquisition Agreement; and
 
WHEREAS, the Company agrees to grant registration rights to the Purchaser on the shares of the Company's common stock to be purchased hereunder pursuant to a separate registration rights agreement of even date herewith;
 
NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, the Parties mutually agree as follows:
 
1. Sale and Purchase of Shares
 
Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, 1,000,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a purchase price of Two Dollars ($2.00) per share, or a total purchase price of Two Million Dollars ($2,000,000) (the "Purchase Price"). The sale and issuance of the Shares shall be effective as of the Closing Date (defined below). Registration rights on the Shares are to be granted to the Purchaser under that certain Registration Rights Agreement between the Company and the Purchaser of even date herewith.
 
2. Closing
 
The closing (the "Closing") shall take place immediately after the closing of the transactions contemplated by the Acquisition Agreement (the "Closing Date"). If the Closing has not occurred by August 15, 2014 (or such other later date as determined by the Parties by mutual written agreement), this Agreement will terminate and neither Party shall have any liability to the other party. On the Closing Date, the Purchaser shall wire the Purchase Price for the benefit of the Company to the following account:

 	Bank Name:	  	 	 	
 	Account Name:	 	 	 	
 	ABA Routing #: 	 	 	 	
 	Account #:	 	 	 	

The Company shall cause its transfer agent to issue and deliver to the Purchaser a stock certificate(s) representing the Shares as soon as is reasonably practicable following the Closing.
 
3. Representations, Warranties and Covenants of the Purchaser
 
The Purchaser represents, warrants and covenants to the Company as of the date hereof and as of the Closing Date that:

 	

3.1 Authority; Binding Agreement . The Purchaser has the full legal right, power and authority to enter into and to perform this Agreement. This Agreement constitutes the Purchaser’s valid and binding obligation, enforceable against the Purchaser in accordance with its terms.
 
3.2 Securities Law Representations and Warranties . The Purchaser has been advised that the Shares have not been registered under Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, but are being offered and sold pursuant to exemptions from such laws, and that the Company’s reliance upon such exemptions is predicated in part on the Purchaser's representations contained herein. The Purchaser acknowledges that the Company is relying in part upon the Purchaser's representations and warranties contained herein for the purpose of determining whether the offer and sale of the Shares qualifies for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and regulations.
 
3.2.1 Purchase Entirely for Own Account . The Shares will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to distributing all or any part thereof; the Purchaser has no present intention of selling, granting any participation in or otherwise distributing any of the Shares in a manner contrary to the Securities Act, or any applicable state securities law; and the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to the person or to any third person with respect to any of the Shares.
 
3.2.2 Due Diligence . The Purchaser has been solely responsible for its own due diligence investigation of the Company, Corindus and their respective businesses, and its analysis of the merits and risks of the investment made pursuant to this Agreement, and is not relying on anyone else's analysis or investigation of the Company, Corindus or either of their respective businesses, or the merits and risks of the Shares, other than professional advisors employed specifically by the Purchaser to assist the Purchaser.
 
3.2.3 Access to Information . The Purchaser has been given access to full and complete information regarding the Company and Corindus, including, in particular, the current financial condition and assets of the Company and Corindus and the risks associated therewith, and has utilized the access to the Purchaser's satisfaction for the purpose of obtaining information about the Company and Corindus. The Purchaser has either attended or been given reasonable opportunity to attend a meeting with the senior executives of the Company and Corindus for the purpose of asking questions of, and receiving answers from, such persons concerning the terms and conditions of the offering of the Shares and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Purchaser about the Company and Corindus.
 
3.2.4 Sophistication . The Purchaser, either alone or with the assistance of the Purchaser's professional advisor, is a sophisticated investor, is able to fend for itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the Shares.
 
3.2.5 Suitability . The investment in the Shares is suitable for the Purchaser based upon the Purchaser's investment objectives and financial needs, and the Purchaser has adequate net worth and means for providing for the Purchaser's current financial needs and contingencies and has no need for liquidity of investment with respect to the Shares. The Purchaser's overall commitment to investments that are illiquid or not readily marketable is not disproportionate to the Purchaser's net worth, and investment in the Shares will not cause the overall commitment to become excessive.
 
3.2.6 Professional Advice . The Purchaser has obtained, to the extent the Purchaser deems necessary, the Purchaser's own professional advice with respect to the risks inherent in the investment in the Shares, the condition of the Company and Corindus and the suitability of the investment in the Shares in light of the Purchaser's financial condition and investment needs.
 
3.2.7 Ability to Bear Risk . The Purchaser is in a financial position to purchase and hold the Shares and is able to bear the economic risk and withstand a complete loss of the Purchaser's investment in the Shares. THE PURCHASER RECOGNIZES THAT THE INVESTMENT IN THE SHARES IS AN INVESTMENT INVOLVING A HIGH DEGREE OF RISK.
 
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3.2.8 Further Limitations on Disposition . Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until:
 
	(a)	There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or	
 
	(b)	The Purchaser shall be satisfied that such proposed disposition either complies in all respects with SEC Rule 144, or any successor rule, providing a safe harbor for such dispositions without registration or is otherwise exempt from registration under the Securities Act and applicable state securities laws.	
 
3.2.9 Residency . For purposes of the application of state securities laws, the Purchaser is organized under the laws of the State of Florida.
 
3.2.10 Accredited Investor . The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as such rule is presently in effect.
 
4. Representations and Warranties of the Company
 
The Company hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:
 
4.1 Authority; Binding Agreement . The Company has the full legal right, power and authority to enter into and to perform this Agreement. This Agreement constitutes the Company's valid and binding obligation, enforceable against the Company in accordance with its terms.
 
4.2 Title to Shares . The Company will sell to the Purchaser at the Closing Date, good and marketable title to the Shares, free and clear of any and all security interests, liens, pledges, charges, escrows, options, rights of first refusal, mortgages, indentures, security agreements, claims or other encumbrances of any kind, and with no restriction on, or agreement relating to, the voting rights, transfer, and other incidents of record and beneficial ownership pertaining to the Shares, other than restrictions on transfer under applicable federal and state securities laws.
 
4.3 Subsidiaries . Immediately prior to the Closing hereof, the Company will hold 100% of the ownership in Corindus and Corindus Security Corporation.
 
4.4 Conflicts; Consents . Neither the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in a breach of, or require any consent or approval under, the Articles of Incorporation, Bylaws or other constitutive documents of the Company, or (ii) violate any law, statute, rule or regulation. Except as may be required by federal and state securities laws, no consent or approval by, or any notification or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement.
 
5. Representations and Warranties of Corindus.
 
Corindus hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:
 
5.1 Financial Statements . The balance sheets and related statements of income and cash flows for the years ended December 31, 2013 and 2012 and for the interim period ended March 31, 2014 (the "Financial Statements") are set forth in Section 5.1 of the Corindus Disclosure Schedules. Except as may be set forth in Section 5.1 of the Corindus Disclosure Schedules, the Financial Statements have been prepared in conformity with GAAP, consistently applied and in accordance with Corindus' past practice, and present fairly in all material respects the financial position, results of operations and cash flows of Corindus as of the dates and for the specified periods (subject, with respect to statements of income and cash flows relating to periods of less than twelve-months, to normal year-end adjustments). Except as may be set forth in Section 5.1 of the Corindus Disclosure Schedules, Corindus has no material liabilities that would be disclosed on a balance sheet prepared in accordance with GAAP that are not fully reflected in and provided for in the Financial Statements, except for obligations and liabilities incurred in the ordinary course of business after March 31, 2014.
 
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5.2 Absence of Change . Except as set forth in Section 5.2 of the Corindus Disclosure Schedules, since March 31, 2014, Corindus has been operated in the ordinary course of business, and except as contemplated by the Acquisition Agreement, there has not been:
 
(i) any material obligation or liability (whether absolute, accrued, contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current obligations and liabilities incurred in the ordinary course of business;
 
(ii) any payment, discharge or satisfaction of any claim, except in the ordinary course of business;
 
(iii) any declaration, setting aside or payment of any dividend or other distribution with respect to Corindus' equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests;
 
(iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except in the ordinary course of business;
 
(v) any write-down of the value of any asset, or any write-off as uncollectible of any accounts or notes receivable or any portion thereof;
 
(vi) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value;
 
(vii) any capital expenditure or commitment or addition to property, plant or equipment, in each case in excess of $20,000;
 
(viii) any general increase in the compensation of its employees (including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) other than in the ordinary course of business;
 
(ix) any damage, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value in excess of $50,000;
 
(x) any commencement of any litigation, arbitration or other similar proceeding;
 
(xi) any incurrence of new or additional indebtedness for borrowed money;
 
(xii) any amendment to constitutive documents;
 
(xii) any payment or commitment to pay any severance or termination payment to any director, officer, employee or consultant which, in the aggregate, exceeds $100,000;
 
(xiii) any new bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement; or
 
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(xiv) any amendment or termination of any material contract, agreement, lease, franchise, certificate, permit or license, except in the ordinary course of business, including termination due to the expiration of the term of any such contract, agreement, lease, franchise, certificate, permit or license in accordance with its terms.
 
6. Indemnity Obligation
 
6.1 Survival of Indemnification Obligations . The indemnification obligations under this Section 6 with respect to representations and warranties contained herein shall survive the Closing Date for one year.
 
6.2 Indemnification by the Company . After the Closing, the Company shall indemnify and hold harmless Purchaser and its affiliates and its former, present and future directors, officers, employees and other agents and representatives (collectively, the "Purchaser Indemnified Parties") from and against any and all damages, fees, liens, taxes, obligations, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Losses") incurred or suffered by any such person or that arise from (a) any breach of any representation or warranty of the Company contained herein, or (b) any breach by the Company of any of its covenants or agreements in this Agreement.
 
6.3 Indemnification by the Purchaser . After the Closing, the Purchaser shall indemnify and hold harmless the Company and Corindus, its affiliates and its former, present and future directors, officers, employees and other agents and representatives (collectively, the "Company or Corindus Indemnified Parties") from and against any and all Losses incurred or suffered by any such person or that arise from (a) any misrepresentation or breach of any representation or warranty of the Purchaser contained herein, or (b) any breach by the Purchaser of any of its covenants or agreements in this Agreement.
 
6.4 Defense of Claims . If any legal proceeding shall be instituted, or any claim or demand made, against any Purchaser Indemnified Party or any Company or Corindus Indemnified Party (each an "Indemnified Party") in respect of which the Company, Corindus or the Purchaser may be liable hereunder (such Party, in such circumstance, being referred to herein as the "Indemnifying Party"), such Indemnified Party shall give prompt written notice thereof (the "Claim Notice") to the Indemnifying Party; provided, that any delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay. The Indemnifying Party shall have the right to defend any litigation, action, suit, demand or claim for which indemnification is sought (a "Proceeding") and, to the extent it elects to do so by written notice to the Indemnified Party, assume and pay the expenses of the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to this Section 6 . Except as specifically provided below, after notice by the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall reasonably and in good faith determine, upon the written advice of counsel, that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. In a case specified in the immediately preceding sentence, the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one counsel for all such Indemnified Parties. In the event that, within twenty days after receiving a Claim Notice, the Indemnifying Party fails to notify the Indemnified Party that it elects to assume the defense, compromise or settlement of the Proceeding described in such Claim Notice, the Indemnified Party shall have the right to undertake the defense of such Proceeding for the account of and at the reasonable expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof upon written notice to the Indemnified Party and upon immediate payment of all reasonable expenses theretofore incurred by the Indemnified Party in connection therewith. Anything in this Section 6 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any Proceeding, or consent to the entry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding. If the Indemnified Party takes over and assumes control of any Proceeding, the Indemnified Party shall not, without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any Proceeding, or consent to entry of any judgment. The Indemnified Party shall cooperate, and shall use its reasonable best efforts to cause its employees and the employees of any of its respective affiliates to cooperate with the Indemnifying Party in the defense of any Proceeding assumed by the Indemnifying Party.
 
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Section 6.5 Claims Against Indemnifying Party . In the event any Indemnified Party should have a claim against any Indemnifying Party that does not involve a third party claim, the Indemnified Party shall give prompt written notice of such claim to the Indemnifying Party describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Section 6.
 
7. Restrictive Legends and Stop-Transfer Orders
 
7.1 Restrictive Legend . The Company's transfer agent shall endorse all certificates representing Shares purchased by the Purchaser and all certificates representing Shares issued or transferred after this Agreement is entered into with the following legend:
 
The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and neither such shares nor any interest therein may be offered, sold, pledged, assigned or otherwise transferred unless a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act.
 
7.2 Stop Transfer Order; No Transfer in Violation of Agreement . The Purchaser agrees that, in order to ensure compliance with this Agreement's restrictions, the Company may issue appropriate "stop transfer" instructions to its transfer agent. The Company shall not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
 
8. Miscellaneous
 
8.1 Notice . Whenever any notice or demand is to be given under this Agreement, the notice shall be in writing and addressed to the Parties at their respective addresses below.

 	If to the Company prior to Closing :	 	
 	 	 	 	 	
 	  	 	Your Internet Defender Inc.	 	
 	 	 	Attn:  Leah Hein, Chief Executive Officer	 	
 	                                               	 	20 E. Sunrise Highway, Suite 202	 	
 	 	 	Valley Stream, NY  11581	 	
 	 	 	Telephone:  (516) 303-8199	 	

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 	with a copy to:     	 	
 	 	 	Sommer & Schneider LLP	 	
 	 	 	Attn:  Joel C. Schneider, Esq.	 	
 	 	 	21 Alfred Road	 	
 	 	 	Merrick, NY 11566	 	
 	 	 	Telephone:   (516) 729-9497	 	

 	If to the Company after Closing :	 	
 	 	 	 	 	
 	 	 	Corindus, Inc.	 	
 	 	 	Attn:  David Handler, Chief Executive Officer	 	
 	 	 	309 Waverly Oaks Rd., Suite 105	 	
 	 	 	Waltham, MA  02452	 	
 	 	 	Telephone:   (508) 653-3335	 	
 	with a copy to:    	 	
 	 	 	McDermott Will & Emery LLP	 	
 	 	 	Attn:  Richard B. Smith, Esq.	 	
 	 	 	28 State Street	 	
 	 	 	Boston, MA  92109	 	
 	 	 	Telephone:  (617) 535-3876	 	

 	If to Purchaser :	 	 	

 	 	 	  	 	

 
Notices delivered by overnight courier service (e.g., U.S. Express Mail, UPS or FedEx) shall be deemed delivered on the business day following mailing. Notices mailed by U.S. Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by facsimile transmission are acceptable under this Agreement provided that they are transmitted to the other Party's then-current facsimile number, and are deemed delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time ) the next business day.
 
8.2 Expenses . Except as specifically provided to the contrary, each party shall pay its own expenses incurred in connection with this Agreement or any transaction contemplated by this Agreement.
 
8.3 Governing Law/Forum Selection . This Agreement shall be governed by and interpreted in accordance with the domestic laws of the United States and the Commonwealth of Massachusetts applicable to contracts made and performed solely in Massachusetts, without regard to conflict of law principles. Any action related to, to enforce, construe, or interpret this Agreement shall be commenced in and adjudicated by a state court in the Commonwealth of Massachusetts, or by a United States District Court located within the Commonwealth of Massachusetts, which courts shall constitute the exclusive respective state and federal venue of such action.
 
8.4 Specific Performance . The Purchaser and the Company each acknowledges and agrees that the other party would be damaged irreparably in the event of a breach of a party's obligations in this Agreement. The Purchaser and the Company each agrees that the other party shall be entitled to seek to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

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8.5 Integration . This Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written, oral, or electronic representation form a part of this Agreement, and this Agreement supersedes all prior and contemporaneous written, oral and electronic agreements, negotiations, and representations between the Parties relating to the subject matter of this Agreement.
 
8.6 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
8.7 Amendments; Waivers . Neither this Agreement nor any provision may be amended except by written agreement signed by the Parties. No waiver of any breach or default shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default.
 
8.8 Further Acts . Each Party shall perform any further acts and sign and deliver any further documents that are reasonably necessary to carry out the provisions of this Agreement.
 
[Signature page follows]
 
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[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

 	YOUR INTERNET DEFENDER INC.	

 	By:		
 	       	Leah Hein	
 	       	Chief Executive Officer	

 	PURCHASER:	
 	 	 	
 	[Name]	

 	By:		
 	 	[Name and Title]  	

SOLELY FOR PURPOSES OF SECTION 5 HEREOF:	
 	 	 	
Corindus, Inc.	 	

By:	 	 	
       	David Handler	 	
       	Chief Executive Officer	 	

 

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Your Internet Defender Inc. 8-K
 
Exhibit 10.09
 
REGISTRATION RIGHTS AGREEMENT
 
This Registration Rights Agreement (this " Agreement ") is made and entered into as of August ___, 2014, by and between Your Internet Defender Inc., a Nevada corporation (the "Company"), and ____________________ (the "Purchaser").
 
WHEREAS, this Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, among the Company and the Purchaser (the " Purchase Agreement "), and
 
WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to issue and sell to the Purchaser and the Purchaser has agreed to purchase from the Company, an aggregate of 1,000,000 shares of the Company's common stock, $0.0001 par value per share, at $2.00 per share (the "Shares"),
 
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 the Purchaser agree as follows:
 
1. Piggy Back Rights . If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), of any of its equity securities, other than (a) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, (b) a registration relating solely to a Commission Rule 145 transaction, (c) equity securities issuable in connection with stock options or other employee benefit plans, or (d) a public offering of the capital stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (a "Public Offering"), then the Company shall send to the Purchaser written notice of such determination and, if within fifteen days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Shares that the Holder requests to be registered (the "Registrable Securities"), subject, in the event of an underwritten offering, to the Purchaser agreeing to sign an underwriting agreement  in form agreed-upon by the Company and the underwriters and containing customary terms relating to the Purchaser as a selling shareholder, and to customary cutbacks requested by the managing underwriter of all selling stockholders thereunder, on a pro-rata basis with any other selling stockholders.
 
2. Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under Section 1 prior to the effectiveness of such registration whether or not the Purchaser has elected to include Registrable Securities in such registration. The Purchaser agrees that, upon receipt of notice from the Company that the Company has determined to withdraw any registration statement pursuant to this subsection, such Purchaser will discontinue its disposition of securities pursuant to such registration statement 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 Purchaser's possession of the prospectus covering securities which was in effect at the time of such notice.
 
3. Expenses of Registration . All expenses, other than Selling Expenses (as defined below), incurred by the Company in complying with this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration ("Registration Expenses") incurred in connection with all registrations pursuant to this Agreement shall be borne by the Company; provided, however, that in the event the Purchaser alone, but not the Company, initiates the request that a registration be withdrawn prior to its effectiveness, all Registration Expenses incurred in connection with that registration shall be borne by the Purchaser. All underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Company on behalf of the Purchaser and, except as set forth above, all fees and disbursements of counsel for the Purchaser ("Selling Expenses") relating to the Shares registered on behalf of the Purchaser shall be borne by the Purchaser.

 	

4. Registration Procedures . In the case of each registration, qualification or compliance to be effected by the Company pursuant to this Agreement, the Company will keep the Purchaser advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. In the event the Company determines, within its sole discretion, to register its securities, then the Company will:
 
(a) use its reasonable efforts to effect the registration and the sale of the Registrable Securities in accordance with the intended method of disposition thereof;
 
(b) prepare and file with the Commission a registration statement with respect to such Registrable Securities (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Purchaser copies of all such documents proposed to be filed);
 
(c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Purchaser set forth in such registration statement;
 
(d) during the period in which the Company keeps a registration statement effective, furnish to the Purchaser such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Purchaser;
 
(e) use its reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Purchaser reasonably requests (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction where it would not otherwise be subject to taxation or (iii) consent to general service of process in any such jurisdiction where it would not otherwise be subject to service of process but for this subparagraph);
 
(f) notify the Purchaser any time the Company becomes aware a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the Purchaser of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
 
(g) use its reasonable efforts to cause Registrable Securities to continue to be listed on the exchange on which the Company's securities currently trade, or make application to and be approved for trading on a higher exchange;
 
(h) enter into such customary agreements (including underwriting agreements in customary form, provided that such underwriting agreement shall be reasonably satisfactory to the Company);
 
(i) upon receipt and execution of such confidentiality agreements as the Company may reasonably request from parties who are not otherwise subject to confidentiality obligations because of the nature of their profession (e.g., underwriters, attorneys and accountants), make available for inspection by the Purchaser, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by Purchaser or such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by Purchaser or any such underwriter, attorney, accountant or agent in connection with such registration statement; and
 
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(j) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission.
 
5. Indemnification .
 
(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any affidavits or written information supplied or withheld from the Company relating to such holder’s ownership of Registrable Securities or as otherwise required under the Securities Act furnished by such holder expressly for use in such registration statement or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has timely furnished such holder with the number of copies of the same reasonably requested by such holder.
 
(b) In connection with any registration statement in which Purchaser is participating, Purchaser will furnish to the Company in writing such information and affidavits relating to such Purchaser’s ownership of Registrable Securities or as otherwise required under the Securities Act as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder which was expressly provided for use in such registration statement and was included in such registration statement in reliance on and in conformity with such written information or affidavit.
 
(c) Any person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is not assumed or not defended because of a conflict of interest pursuant to clause (ii) of the preceding sentence, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim.
 
(d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and will survive the transfer of securities.
 
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(e) The Company also agrees to make such provisions, as are requested by any indemnified party, for contribution to such party in the event the indemnified party would be entitled to indemnification hereunder but the Company’s indemnification is unavailable for any reason. The Company shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and of the Company on the other in connection with the violations, statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnified party and of the Company shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnified party or by the Company and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
 
6. Termination of Registration Rights . The Company’s obligations pursuant to Section 1 shall expire upon the earlier to occur of the following: (a) when all Registrable Securities held by the Purchaser have been sold or transferred in any manner to any person or entity, including, but not limited to, sales pursuant to a registration statement, Rule 144 sales or otherwise, (b) at such time as all Registrable Shares of the Purchaser can be sold in any three-month period under the Commission’s Rule 144, or (c) five (5) years after a Public Offering taking place after the date of this Agreement.
 
7. Stand-Off Agreement . So long as the Company’s obligations pursuant to Section 1 have not expired, the Purchaser, if requested by the Company and an underwriter of the common stock or other securities of the Company, shall agree not to sell or otherwise transfer or dispose of any Registrable Securities or other securities of the Company (except for those securities being registered) held by such Purchaser for a specified period of time (not to exceed 180 days) following the effective date of a registration statement filed in connection with any public offering; provided, (a) all employees, officers, directors, and greater than one percent (1%) preferred stock or common stock holders enter into agreements in substantially the same form, and (b) that such agreement shall be in a form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Registrable Securities or other securities subject to the foregoing restriction until the end of the stand-off period.
 
8. Miscellaneous .
 
(a) Governing Law . This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Massachusetts.
 
(b) Successors and Assigns . The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.
 
(c) Entire Agreement; Amendment . This Agreement, its attachments and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Purchaser.
 
(d) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
 
(e) Severability . In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
 
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(f) Notices . Except in cases where oral or other notice is permitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given (i) when hand delivered, including delivery by messenger or courier service (or if delivery is refused, at the time of refusal), to the address set forth below, (ii) when received or refused as evidenced by the postal receipt if sent by United States Mail as Certified Mail, Return Receipt Requested, with proper postage prepaid, addressed as set forth below or (iii) when received as evidenced by the transmission report of the facsimile machine of the transmitting party acknowledging a good transmission if sent by facsimile0 to the number set forth below:

If to the Company :	 	 	
 	 	 	 	
 	 	Your Internet Defender Inc.	 	
 	 	c/o Corindus, Inc.	 	
 	 	Attn:  David Handler, Chief Executive Officer	 	
 	 	309 Waverly Oaks Rd., Suite 105	 	
 	 	Waltham, MA  02452	 	
 	 	Telephone:   (508) 653-3335	 	
 	 	 	 	
with a copy to:	 	 	
 	 	McDermott Will & Emery LLP	 	
 	 	Attn:  Richard B. Smith, Esq.	 	
 	 	28 State Street	 	
 	 	Boston, MA  92109	 	
 	 	Telephone:  (617) 535-3876	 	

If to Purchaser :	 	 	

 	 	 	 	

Any of the parties may change its mailing address by giving notice to the other party pursuant to this Subsection.
 
(g) Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.
 
(Signature page follows)
 
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(Signature Page to Registration Rights Agreement)

IN WITNESS WHEREOF, the parties below have executed this Agreement all as of the date first written above.

PURCHASER:	 	
 	 	 	
[Name]	 	
 	 	 	
By:	 	 	
 	[Name and title]	 	

COMPANY:	 	
 	 	 	
YOUR INTERNET DEFENDER INC.
 	 	
By:	 	 	

 
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Your Internet Defender 8-K 

Exhibit 10.10
   
DEMAND REGISTRATION RIGHTS AGREEMENT
 
This DEMAND REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of [______ __], 2014, is made and entered into by and between Your Internet Defender Inc., a Nevada corporation (the “ Company ”), and Koninklijke Philips N.V., a [company organized in the Netherlands] (“ Philips ”), HealthCor Partners Fund, LP, a Delaware limited partnership (“ HCP Fund ”), HealthCor Hybrid Offshore Master Fund, L.P., a Cayman Islands limited partnership (“ HCP Hybrid ”), HealthCor Partners Fund II, LP, a Delaware limited partnership (“ HCP II ” and together with HCP Fund and HCP Hybrid, referred to as “ HCP ”) and 20/20 Capital III LLC, a Delaware limited liability company (“ 20/20 ” and together with Philips and HCP, the “ Investors ” and together with 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 ”).
 
RECITALS
 
WHEREAS , the Company entered into that certain Securities Exchange and Acquisition Agreement (the “ Securities Exchange Agreement ”), dated as of [_______ __], 2014, between the Company and Corindus, Inc., a Delaware corporation (“ Corindus ”), pursuant to which Seller acquired 100% of the outstanding capital stock of Corindus;
 
WHEREAS , each of the Investors is subject to a Lock-Up Agreement (the “ Lock-Up Agreement ”), dated as of [_______ __], 2014, between the Company and such Investor that restricts the sale, assignment, transfer, encumbrance or other disposition of such Investor’s shares (“ Shares ”) of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”); and
 
WHEREAS , in conjunction with the Securities Exchange Agreement, and subject to the Lock-Up Agreements, the Company and the Investors desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
 
NOW , THEREFORE , in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 
ARTICLE 1 

DEFINITIONS
1.1              Definitions . The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
 
“ Adverse Disclosure ” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial

1 	

 	
 
officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
 
“ Agreement ” shall have the meaning given in the Preamble.
 
“ Board ” shall mean the Board of Directors of the Company.
 
“ Business Day ” shall mean any day that is not a Saturday or Sunday or any other day on which banks are required or authorized by law to be closed in the Commonwealth of Massachusetts.
 
“ Commission ” shall mean the Securities and Exchange Commission.
 
“ Common Stock ” shall have the meaning given in the Recitals hereto.
 
“ Company ” shall have the meaning given in the Preamble.
 
“ Demand Registration ” shall have the meaning given in subsection 2.1.1 .
 
“ Demanding Holder ” shall have the meaning given in subsection 2.1.1 .
 
“ Energy Capital ” shall mean Energy Capital, LLC.
 
“ Energy Capital Registration Rights Agreement ” shall mean that certain Registration Rights Agreement, dated as of [_________ __, 2014], by and between the Company and Energy Capital, LLC.
 
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
 
“ Form S-1 ” shall have the meaning given in subsection 2.1.1 .
 
“ Form S-3 ” shall have the meaning given in subsection 2.1.1 .
 
“ Holders ” shall have the meaning given in the Preamble.
 
“ Investor ” shall have the meaning given in the Recitals hereto.
 
“ Maximum Number of Securities ” shall have the meaning given in subsection 2.1.4 .
 
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“ Misstatement ” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.
 
“ Permitted Transferees ” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Agreement under this Agreement and any letter agreement with the Company.
 
“ Piggyback Registration ” shall have the meaning given in subsection 2.2.1 .
 
“ Prospectus ” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
 
“ Registrable Security ” shall mean (a) the Shares, (b) any outstanding share of the Common Stock or any other equity security (including the shares of the Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement and (c) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided , however , that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
 
“ Registration ” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
 
“ Registration Expenses ” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
 
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities exchange on which the Common Stock is then listed;
 
(B) fees and expenses of compliance with securities or blue sky laws (including reasonable
 
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fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
 
(C) printing, messenger, telephone and delivery expenses;
 
(D) reasonable fees and disbursements of counsel for the Company;
 
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
 
(F) reasonable fees and expenses of one (1) legal counsel selected by the Demanding Holder initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
 
“ Registration Statement ” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
 
“ Requesting Holder ” shall have the meaning given in subsection 2.1.1 .
 
“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.
 
“ Securities Exchange Agreement ” shall have the meaning given in the Recitals hereto.
 
“ Shares ” shall have the meaning given in the Recitals hereto.
 
“ Underwriter ” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
 
“ Underwritten Registration ” or “ Underwritten Offering ” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
 
ARTICLE 2 

REGISTRATIONS
 
2.1              Demand Registration .
 
2.1.1        Request for Registration . Subject to the terms of the Lock-up Agreement, and subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the one-year anniversary of this Agreement, each of Philips, HCP or 20/20 (a “ Demanding Holder ”) may make a written demand for Registration of at least thirty percent (30%) of the then outstanding number of Registrable Securities held by such Demanding
 
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Holder, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “ Demand Registration ”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “ Requesting Holder ”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than sixty (60) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holder and Requesting Holders pursuant such the Demand Registration. The Registration pursuant to this subsection 2.1.1 shall be on a Form S-1 (or any similar long-form registration statement that may be available at such time) (“ Form S-1 ”) or, if the Company is eligible to use a short-form registration statement at such time, on a Form S-3 (or any similar short-form registration statement that may be available at such time) (“ Form S-3 ”). Under no circumstances shall the Company be obligated to effect more than (i) three Registrations initiated by HCP, (ii) two Registrations initiated by Philips and (iii) one Registration initiated by 20/20 pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided , however , that a Registration shall not be counted for such purposes unless a Form S-1 or Form S-3 has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration or Form S-3 Registration have been sold, in accordance with Section 3.1 of this Agreement.
 
2.1.2        Effective Registration . Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided , further , that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Demanding Holder initiating such Demand Registration thereafter affirmatively elects to continue with such Registration and accordingly notifies the Company in writing, but in no event later than five (5) Business Days, of such election; provided , further , that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
 
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2.1.3        Underwritten Offering . Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if the Demanding Holder so advises the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holder initiating the Demand Registration.
 
2.1.4        Reduction of Underwritten Offering . If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holder and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based on the number of Registrable Securities that the Demanding Holder and Requesting Holders (if any) have requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “ Pro Rata ”)) together with registrable shares of Energy Capital on a proportionate basis pursuant to the terms of the Energy Capital Registration Rights Agreement (but subject to further reduction of Energy Capital’s registrable shares as additional securities are included pursuant to clauses (ii) and (iv) below), which can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
 
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2.1.5        Demand Registration Withdrawal . The Demanding Holder initiating a Demand Registration or a Requesting Holder (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5 .
 
2.2              Piggyback Registration .
 
2.2.1        Piggyback Rights . If, at any time and from time to time after the one-year anniversary of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with the Company’s first “private investment in public equity,” or PIPE, financing transaction following the date hereof, whether effected in a single transaction or a series of related transactions emanating from a single plan of financing (and, for the avoidance of doubt, excluding the Energy Capital financing consummated on or about the date hereof), (ii) filed in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “ Piggyback Registration ”). Subject to the terms of the Lock-Up Agreement, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
 
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2.2.2        Reduction of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
 
(a)                If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, together with registrable shares of Energy Capital on a proportionate basis pursuant to the terms of the Energy Capital Registration Rights Agreement (but subject to further reduction of Energy Capital’s registrable shares as additional securities are included pursuant to clause (C) below), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
 
2.2.3        If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities together with registrable shares of Energy Capital on a proportionate basis pursuant to the terms of the Energy Capital Registration Rights Agreement (but subject to further reduction of Energy Capital’s registrable shares as additional securities are included pursuant to clauses (B) and (D) below), which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 , pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
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2.2.4        Piggyback Registration Withdrawal . Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.4 .
 
2.2.5        Unlimited Piggyback Registration Rights . For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
 
2.3              Registrations on Form S-3 . Subject to the terms of the Lock-up Agreement, at any time and from time to time on or after the one-year anniversary of this Agreement, the Holders of Registrable Securities may request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3; provided , however , that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided , however , that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $8,000,000.
 
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2.4              Restrictions on Registration Rights . If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would (i) materially interfere with a significant acquisition, merger, corporate organization, disposition of assets (not in the ordinary course of business), financing or other similar transaction involving the Company, (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be detrimental to the Company for such Registration Statement to be filed (or to continue sales under a Shelf Registration Statement) and containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. In such event, the Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided , however , that the Company shall not defer its obligation in this manner more than twice in any 12-month period and not to exceed an aggregate of more than one hundred twenty (120) days during such 12-month period.
 
ARTICLE 3 

COMPANY PROCEDURES
 
3.1              General Procedures . If at any time on or after the date the one-year anniversary of this Agreement, the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible,:
 
3.1.1        prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
 
3.1.2        prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
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3.1.3        prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
 
3.1.4        prior to any public offering of Registrable Securities, use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
 
3.1.5        cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
 
3.1.6        provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
 
3.1.7        advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
 
3.1.8        at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
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3.1.9        notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
 
3.1.10    permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided , however , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
 
3.1.11    obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
 
3.1.12    on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;
 
3.1.13    in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
 
3.1.14    make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
 
3.1.15    if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
 
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3.1.16    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
 
3.2              Registration Expenses . The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
 
3.3              Requirements for Participation in Underwritten Offerings . No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
 
3.4              Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4 .
 
3.5              Reporting Obligations . As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
 
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ARTICLE 4 

INDEMNIFICATION AND CONTRIBUTION
 
4.1              Indemnification .
 
4.1.1        The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
 
4.1.2        In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided , however , that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
 
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4.1.3        Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
 
4.1.4        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
 
4.1.5        If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however , that the liability of any Holder under this subsection 4.1 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1 , 4.1.2 and 4.1.3 above, any legal or other fees,
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charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5 . No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
 
ARTICLE 5 

MISCELLANEOUS
 
5.1              Notices . All notices and other communications hereunder will be in writing and will be deemed given if delivered by hand, mailed by registered or certified mail (return receipt requested), sent by facsimile or sent by Federal Express or other recognized overnight courier to the parties hereto at the following addresses (or at such other address for such party as will be specified by like notice):

 	If to the Company at:	Your Internet Defender Inc.	
  	 	c/o Corindus Vascular Robotics	
 	 	309 Waverley Oaks Road	
 	 	Suite 105	
 	 	Waltham, MA 02452	
 	 	Facsimile: (508) 653-3355	
 	 	Phone: (800) 605-9635	
 	 	Attn: Chief Executive Officer	
 	 	 	
 	with a copy to:	McDermott Will & Emery LLP	
 	 	28 State Street	
 	 	Boston, MA 02109	
 	 	Facsimile: (617) 535-3876	
 	 	Phone: (617) 535-3876	
 	 	Attn: Richard B. Smith	
 	 	 	
 	If to Philips:	[_______________________]	
 	 	[_______________________]	
 	 	[_______________________]	
 	 	Facsimile:_______________	
 	 	Phone: _________________	
 	 	 	
 	If to HCP:	[_______________________]	
 	 	[_______________________]	
 	 	[_______________________]	
 	 	Facsimile:_______________	
 	 	Phone: _________________	
 	 	 	
 	If to 20/20:	[_______________________]	
 	 	[_______________________]	
 	 	[_______________________]	
 	 	Facsimile:_______________	
 	 	Phone: _________________  	

 

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The above addresses may be changed at any time by notice given as provided above; provided , that any such notice of change of address by a party hereto will be effective only upon receipt by the other parties hereto. All notices, requests or instructions given in accordance herewith will be deemed received on the date of delivery, if hand delivered, on the date of receipt, if transmitted by facsimile, three days after the date of mailing, if mailed by registered or certified mail return receipt requested and one day after the date of sending if sent by Federal Express or other recognized overnight courier.
 
5.2              Assignment; No Third Party Beneficiaries .
 
5.2.1        This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
 
5.2.2        Prior to the expiration of the Lock-up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.
 
5.2.3        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders.
 
5.2.4        This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.
 
5.2.5        No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.
 
5.3              Governing Law; Jurisdiction and Venue . This agreement, and any matter or dispute arising hereunder or in connection with this Agreement, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to conflict of laws principles thereof. Each party hereto irrevocably consents to the exclusive jurisdiction of any state courts of the Commonwealth of Massachusetts and any federal
 
-  17  -	

 	
court located in the Commonwealth of Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this agreement or any of the transactions contemplated hereby. Each party hereby expressly waives any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than those located in the Commonwealth of Massachusetts. In addition, each party consents to the service of process by personal service or any other manner in which notices may be delivered hereunder in accordance with this agreement.
 
5.4              Severability . If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. If any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent practicable.
 
5.5              Headings . The headings appearing at the beginning of sections contained herein have been inserted for the convenience of the parties hereto and shall not be used to determine the construction or interpretation of this Agreement.
 
5.6              Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in counterparts, each of which will be considered one and the same agreement.
 
5.7              Entire Agreement and Amendment . This Agreement constitutes the entire agreement of the parties hereto and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties hereto with respect to the subject matter hereof.
 
5.8              Amendments and Modifications . Upon the written consent of the Company and each other party to this Agreement that holds at least five percent (5%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified (it being understood that any reduction in ownership percentage of a party hereto due to any increase in the Registrable Securities held by any other party hereto shall be disregarded in determining such party’s ownership percentage for purposes of this Section 5.8 ); provided , however , that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
 
-  18  -	

 	
5.9              Aggregation . All Registrable Securities held or acquired by Affiliates of any of the entities named in this Agreement shall be aggregated together for the purpose of determining the availability of rights granted in this Agreement. “ Affiliate ” shall mean any person, entity or firm which, directly or indirectly, controls, is controlled by or is under common control with such holder, including, without limitation, any entity of which the holder is a partner or member, any partner, officer, director, member or employee of such holder and any venture capital fund now or hereafter existing of which the holder is a partner or member which is controlled by or under common control with one or more general partners of such holder or shares the same management or advisory company with such holder.
 
5.10          Other Registration Rights . The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
 
5.11          Term . This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article 4 shall survive any termination.
 
[ SIGNATURE PAGES FOLLOW ]

-  19  -	

 	
IN WITNESS WHEREOF , the undersigned have caused this Agreement to be executed as of the date first written above.
 	 	 	
COMPANY:	
 	
YOUR INTERNET DEFENDER INC.,	
a Nevada corporation	
 	 	
By:_______________________________
Name:
Title:	 	 

 	
HOLDER:	
 	
KONINKLIJKE PHILIPS N.V.	

By:_______________________________	 	
Name:	 	
Title:	 	

HEALTHCOR PARTNERS FUND, LP	
 	
By: HealthCor Partners, L.P., as general partner	
 	
By: HealthCor Partners GP, LLC, as general partner	
  	
By:_______________________________	
Name:	
Title:	

 
 
HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.	
 	
By: HealthCor Hybrid Offshore GP, LLC, as general partner	
  	
By:_______________________________	
Name:	
Title:	
 
[ Signature Page 1 of 2 to Demand Registration Rights Agreement ]

 
20 	

 	

 
 
HEALTHCOR PARTNERS FUND II, LP	
 	
By: HealthCor Partners II, L.P., as general partner	
 	
By: HealthCor Partners GP, LLC, as general partner	
 
By:_______________________________	
Name:	
Title:	

20/20 CAPITAL III LLC

 

By:_______________________________	
Name: Hillel Bachrach	
Title:	

 
 
[ Signature Page 2 of 2 to Demand Registration Rights Agreement ]