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]	 










 






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