Your Internet Defender, Inc. 8-K/A


Exhibit 10.22


 


INTEREST TRANSFER AGREEMENT


 


This INTEREST TRANSFER
AGREEMENT (the “Agreement”) dated August 12, 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:	/s/ David M. Handler	 
	 	David M. Handler	 
	 	Chief Executive Officer	 
	 	 	 
	TRANSFEREE:	 
	 	 	 
	Your Internet Defender Inc.	 
	 	 	 
	By:	/s/ David W. Long	 
	 	David W. Long	 
	 	Chief Financial Officer	 



 


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