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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