On May 2, 2015, the record date for determining the identity of stockholders who are entitled to receive this Information Statement, we had 1,814,822,222 shares of common stock outstanding; 7,500,000 shares of Series A Preferred Stock outstanding with each Series A Preferred share having 100 votes; 15,839,800 shares of Series B Preferred Stock outstanding with each Series B Preferred share having 1,000 votes per share.  The total voting power of the outstanding common and preferred stock is 18,404,622,222 votes.  9,202,311,112 votes are required to pass each resolution described above. Our shares of common stock vote with our preferred stock as a single class on all matters submitted to our shareholders.

On May 1, 2015, our board of directors approved the foregoing resolutions and directed the same be submitted to our shareholders for a vote thereon.  Our board of directors determined to pursue stockholder action by majority written consent of those shares entitled to vote in an effort to reduce the costs and management time required to hold a special meeting of stockholders and to implement the above action in a timely manner.

On May 2, 2015, SirenGPS, Inc., holding 7,500,000 shares of Series A Preferred Stock which had 750,000,000 total votes and 14,400,000 shares of Series B Preferred Stock which had 14,400,000,000 total votes or a total of 15,150,000,000 votes, or 82.32% of the voting power approved

We are not aware of any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action being taken.  In addition, pursuant to the laws of Nevada, the actions to be taken by majority written consent in lieu of a special stockholders meeting do not create appraisal or dissenters' rights.

Under Section 14(c) of the Exchange Act, actions taken by written consent without a meeting of stockholders cannot become effective until 20 days after the mailing date of this definitive Information Statement, or as soon thereafter as is practicable.  We are not seeking written consent from any stockholders other than SirenGPS, Inc. and our other stockholders will not be given an opportunity to vote with respect to the actions taken.  All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the actions taken by written consent and giving stockholders advance notice of the actions taken.

This information statement is being mailed or otherwise furnished to stockholders of HDS INTERNATIONAL CORP., a Nevada corporation (the "Company" or "We") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of our common stock and preferred stock of proposals to:

This information statement is being first sent to stockholders on or about June 1, 2015.  We anticipate that the amendments to our articles of incorporation increasing the authorized share capital and creating a class of preferred shares will become effective on or about June 22, 2015, twenty-one (21) days after mailing.

On May 2, 2015, the record date for determining the identity of stockholders who are entitled to receive this Information Statement, we had 1,814,822,222 shares of common stock outstanding; 7,500,000 shares of Series A Preferred Stock outstanding with each Series A Preferred share having 100 votes; 15,839,800 shares of Series B Preferred Stock outstanding with each Series B Preferred share having 1,000 votes per share.  The total voting power of the outstanding common and preferred stock is 18,404,622,222 votes.  9,202,311,112 votes are required to pass each resolution described above. Our shares of common stock vote with our preferred stock as a single class on all matters submitted to our shareholders.

On May 2, 2015, SirenGPWS, Inc., holding 7,500,000 shares of Series A Preferred Stock which had 750,000,000 total votes and 14,400,000 shares of Series B Preferred Stock which had 14,400,000,000 total votes or a total of  15,150,000,000 votes, or 82.32% of the voting power approved each of the following resolutions

Title 8, Section 228 of the Nevada General Corporation Law provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the outstanding shares of common stock voted in favor of the proposal.

This information statement is being furnished to all holders of our common stock and preferred stock.  The Form 10-K for the year ending December 31, 2014 and all subsequent filings may be viewed on the Securities and Exchange Commission web site at www.sec.gov in the EDGAR Archives and are incorporated herein by reference.

There are no dissenter's rights of appraisal applicable the four actions being voted upon.

No security holders entitled to vote has transmitted any proposals to be acted upon by you.

The following table sets forth, as of May 2, 2015, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, each director individually, each named executive officer and all directors and officers as a group.  Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.

On May 2, 2015, we had 1,814,822,222 shares of common stock outstanding; 7,500,000 shares of Series A Preferred Stock outstanding with each Series A Preferred share having 100 votes; 15,839,800 shares of Series B Preferred Stock outstanding with each Series B Preferred share having 1,000 votes per share.  The total voting power of the outstanding common and preferred stock is 18,404,622,222 votes.  9,202,311,112 votes are required to pass each resolution described above.

Our Board of Directors has approved, subject to stockholders' approval, an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from two billion (2,000,000,000) shares to ten billion (10,000,000,000) shares, par value $0.001 per share.  A copy of the proposed amendment is attached hereto as Appendix A.

We are currently authorized to issue 2,000,000,000 shares of common stock with a par value of $0.001 per share. Currently, there are 1,814,822,222 shares of common stock issued and outstanding and it is anticipated another 2,000,000,000 shares are anticipated to be needed satisfy conversions of certain promissory notes to shares of common stock.  As such we currently do not have enough authorized shares of common stock to satisfy the potential conversion of the promissory notes to shares of common stock.  Accordingly it is necessary to amend our articles of incorporation and increase the authorized shares of common stock to 10,000,000,000 shares of common stock.  Other than the foregoing, we have no definitive plans or arrangements to issue any additional shares of common stock.

More generally, the increase in the authorized number of shares of common stock will enable us to engage in (i) possible future financings for which there will very likely be reserve requirements of five times the number of shares that may actually issuable upon full conversion of the securities and (ii) such other corporate purposes as the Board of Directors determines in its discretion. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options and other equity benefits under possible new benefit plans.

After the increase in the authorized number of shares of common stock, there will be available for issuance, 8,185,177,778 shares of common stock with approximately 2,000,000,000 shares reserved for potential issuance upon the conversion of certain promissory notes to shares of common stock.  The par value of our common stock will remain $0.001 share.  The relative rights and limitations of the shares of common stock would remain unchanged under the increase in authorized shares of common stock.  Our shares of common stock vote with our preferred stock as a single class on all matters submitted to our shareholders.

The increase in authorized shares of common stock is not being proposed as a means of preventing or dissuading a change in control or takeover of us. However, use of these shares for such a purpose is possible. Authorized but unissued or unreserved common stock, for example, could be issued in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of us or could be issued to purchasers who would support the Board of Directors in opposing a takeover proposal. In addition, the increase in authorized shares of common stock, if approved, may have the effect of discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful. The Board of Directors and our executive officers have no knowledge of any current effort to obtain control of us or to accumulate large amounts of shares of our common stock.

The holders of shares of our Common Stock are not entitled to preemptive rights with respect to the issuance of additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. Accordingly, the issuance of additional shares of our Common Stock or such other securities might dilute the ownership and voting rights of stockholders.

The proposed amendment to the Articles of Incorporation does not change the terms of the Common Stock. The additional shares of Common Stock for which authorization is sought will have the same voting rights, the same rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized.

We could also use the additional shares of common stock for potential strategic transactions, including, among other things, acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect our business or the trading price of the common stock. Any such transaction may require us to incur non-recurring or other charges and may pose significant integration challenges and/or management and business disruptions, any of which could materially and adversely affect our business and financial results.

Our shares of common stock votes with our classes of preferred stock as a single class on all matters submitted to our shareholders.

Our Board of Directors has approved, subject to stockholders' approval, an amendment to our Articles of Incorporation to increase the number of authorized shares of preferred stock from
fifty million (50,000,000) to four hundred fifty million (450,000,000), par value $0.001 per share.  A copy of the proposed amendment is attached hereto as Appendix A.

We are currently authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. Currently, there are 7,500,000 shares of Class B Preferred Stock and 15,839,800 shares of Class B Preferred Stock issued and outstanding.  At this time, because of the need to amend our articles of incorporation to increase our shares of common stock and to change our name, we deem it convenient to increase our authorized shares of preferred stock.  We currently do not have any intention to issue any additional shares of preferred other than an additional 26,660,200 shares to create a class of Series C Preferred Stock.

More generally however, the increase in the authorized number of shares of preferred stock will enable us to engage in (i) possible future financings for which there will very likely be reserve requirements of five times the number of shares that may actually issuable upon full conversion of the securities and (ii) such other corporate purposes as the Board of Directors determines in its discretion. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options and other equity benefits under possible new benefit plans.

After the increase in the authorized number of shares of preferred stock, there will be available for issuance, 426,660,200 shares of preferred stock with approximately shares allocated to issuance upon the conversion of certain promissory notes to shares of preferred stock.  The par value of our preferred stock will remain $0.001 share.  The relative rights and limitations of the shares of preferred stock would remain as they currently are established with certain additional rights as created by management.   Our shares of preferred stock vote with our preferred stock as a single class on all matters submitted to our shareholders.

The increase in authorized shares of preferred stock is not being proposed as a means of preventing or dissuading a change in control or takeover of us. However, use of these shares for such a purpose is possible. Authorized but unissued or unreserved preferred stock, for example, could be issued in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of us or could be issued to purchasers who would support the Board of Directors in opposing a takeover proposal. In addition, the increase in authorized shares of preferred stock, if approved, may have the effect of discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful. The Board of Directors and our executive officers have no knowledge of any current effort to obtain control of us or to accumulate large amounts of shares of our preferred stock.

The holders of shares of our preferred stock are not entitled to preemptive rights with respect to the issuance of additional shares of preferred stock or securities convertible into or exercisable for shares of preferred stock. Accordingly, the issuance of additional shares of our preferred stock or such other securities might dilute the ownership and voting rights of stockholders.

The proposed amendment to the Articles of Incorporation does not change the terms of the preferred stock. The additional shares of preferred stock for which authorization is sought will have the same voting rights, the same rights to dividends and distributions and will be identical in all other respects to the preferred stock now authorized.

We could also use the additional shares of preferred stock for potential strategic transactions, including, among other things, acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect our business or the trading price of the preferred stock. Any such transaction may require us to incur non-recurring or other charges and may pose significant integration challenges and/or management and business disruptions, any of which could materially and adversely affect our business and financial results.

Our shares of preferred stock votes with our classes of preferred stock as a single class on all matters submitted to our shareholders.

Our Board of Directors has approved, subject to the vote of the shareholders, to change our name from HDS International, Inc. to SirenGPS, Inc.  A copy of the proposed amendment is attached hereto as Appendix A.

Our Board of Directors intends to expand and refocus its efforts from renewable energy to emergency management software services.  Our Board of Directors believes that changing our name, we will have to opportunity to disconnect, in the public eye, from our previous operations.

In the opinion of our Board of Directors, our future success depends, in large part, on our ability to maintain a competitive position in attracting, retaining and motivating key employees with experience and ability. On May 1, 2015, HDS's Board of Directors adopted, subject to stockholder approval, the HDS International, Inc. 2015 Stock Incentive Plan, which we refer to as the 2015 Stock Incentive Plan. A copy of the 2015 Incentive Stock Option Plan is attached hereto as Appendix B.

The 2015 Stock Incentive Plan would allow for the issuance of up to 50,000,000,000 shares of our Common Stock.

The 2015 Stock Incentive Plan is intended to be a broad-based plan that allows for the issuance of equity awards deep into our organization.

The Board of Directors believes that approving 50,000,000,000 shares for issuance under the 2015 Stock Incentive Plan is appropriate and in the best interests of stockholders given our current expectations on hiring following an attempted recapitalization and restructuring and the highly competitive environment in which we intend to recruit and retain

The following summary of the 2015 Incentive Stock Option Plan is qualified in its entirety by reference to the 2015 Stock Incentive Plan, a copy of which is attached as Appendix B to the electronic copy of this Proxy Statement filed with the Commission and may be accessed from the Commission's website at www.sec.gov.

The 2015 Stock Incentive Plan allows for the issuance of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (the "Code"), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, other stock-based awards and performance awards or other awards in the form of cash awards; we refer to these securities as Awards.

The maximum number of shares with respect to which Awards may be granted to any participant under the 2015 Stock Incentive Plan may not exceed 1,000,000 shares per calendar year. The maximum number of shares with respect to which Awards other than options and stock appreciation rights may be granted under the 2015 Stock Incentive Plan is 90% of the total number of shares available for issuance thereunder. The maximum aggregate number of shares with respect to which Awards may be granted to directors who are not employees of HDS at the time of grant shall be 10% of the total number of shares available for issuance under the 2015 Stock Incentive Plan. Performance Awards can also provide for cash payments of up to a maximum of $15,000,000 per calendar year per individual. Up to 5,000,000 shares shall be available under the 2015 Stock Incentive Plan for Awards in the form of incentive stock options.

All shares of Common Stock covered by stock appreciation rights shall be counted against the number of shares available for grant under the 2015 Stock Incentive Plan and the sub-limitations described above. However, stock appreciation rights that may be settled only in cash shall not be so counted, and if a stock appreciation right is granted in tandem with an option and the grant provides that only one such Award may be exercised, only the shares covered by the option shall be counted, and the expiration of one in connection with the other's exercise will not restore shares to the 2015 Stock Incentive Plan.

Shares issued under the 2015 Stock Incentive Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market.

Options. Optionees receive the right to purchase a specified number of shares of Common Stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may not be granted at an exercise price that is less than 100% of the fair market value of the Common Stock on the effective date of grant. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to optionees holding more than 10% of the total combined voting power of all classes of stock of HDS or any of our subsidiaries. Under the terms of the 2015 Stock Incentive Plan, stock options may not be granted for a term in excess of seven years (and, under present law, five years in the case of incentive stock options granted to optionees holding greater than 10% of the total combined voting power of all classes of stock of HDS or any of our subsidiaries). The 2015 Stock Incentive Plan permits participants to pay the exercise price of options using one or more of the following manners of payment: (i) payment by cash or check or, except as may otherwise be provided in the applicable option agreement or approved by our Board of Directors, in connection with a "cashless exercise" through a broker, (ii) to the extent provided in the applicable option agreement or approved by our Board of Directors, and subject to certain conditions, by surrender to us of shares of Common Stock owned by the participant valued at their fair market value, (iii) to the extent provided in an applicable nonstatutory stock option agreement or approved by our Board of Directors, and subject to certain conditions, by delivery of a notice of "net exercise" as a result of which HDS will retain shares of Common Stock otherwise issuable pursuant to the stock option, (iv) to the extent provided in the applicable option agreement or approved by our Board of Directors, by any other lawful means, or (v) any combination of the foregoing.

Stock Appreciation Rights. A stock appreciation right, or SAR, is an award entitling the holder, upon exercise, to receive a number of shares of Common Stock or cash (or a combination thereof) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our Common Stock over the grant price. SARs may be granted independently or in tandem with stock options granted under the 2015 Stock Incentive Plan. When a SAR is granted in tandem with a stock option, the SAR will be exercisable only at such time or times, and to the extent that the related stock option is exercisable (except to the extent designated by our Board of Directors in connection with an acquisition or change in control event) and will be transferable only with the related stock option. The 2015 Stock Incentive Plan provides that the grant price or exercise price of an SAR may not be less than 100% of the fair market value per share of our Common Stock on the effective date of grant and that SARs granted under the 2015 Stock Incentive Plan may not have a term in excess of seven years.

No Repricings of Options or SARs; Other Limitations. With respect to options and SARS, unless such action is approved by stockholders or permitted under the terms of the 2015 Stock Incentive Plan in connection with certain changes in capitalization and change in control events, we may not (i) amend any outstanding option or SAR granted under the 2015 Stock Incentive Plan to provide an exercise price or grant price per share that is lower than the then-current exercise price or grant price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR (whether or not granted under the 2015 Stock Incentive Plan) and grant in substitution therefor new Awards under the 2015 Stock Incentive Plan (other than certain Awards granted in connection with our merger or consolidation with, or acquisition of, another entity, covering the same or a different number of shares of Common Stock and having an exercise price or grant price per share lower than the then-current exercise price per share of the canceled option or SAR, (iii) cancel in exchange for a cash payment any outstanding option or SAR with an exercise price or grant price per share above the then-current fair market value of our Common Stock, or (iv) take any other action under the 2015 Stock Incentive Plan that constitutes a "repricing".  No option or SAR granted under the 2015 Stock Incentive Plan shall contain any provision entitling the grantee to the automatic grant of additional options or SARs in connection with any exercise of the original option or SAR or provide for the payment or accrual of dividend equivalents.

Restricted Stock Awards. We may issue Awards entitling recipients to acquire shares of our Common Stock subject to the right of HDS to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board of Directors in the applicable Award are not satisfied prior to the end of the applicable restriction period established for such Award. We refer to these Awards as Restricted Stock. Unless otherwise provided in the applicable Award agreement, any dividend declared and paid by HDS with respect to a share of Restricted Stock shall be paid to the participant (without interest) only if and when such shares of Restricted Stock become free from any applicable restrictions on transferability and forfeitability.

Restricted Stock Units; Deferred Stock Units. Instead of granting Awards for Restricted Stock, we may also grant Awards entitling the recipient to receive shares of our Common Stock (or cash equal to the fair market value of such shares) to be delivered at a future date on or after such Award vests. We refer to these Awards as Restricted Stock Units. A participant has no voting rights with respect to any Restricted Stock Units. To the extent provided by our Board of Directors in its sole discretion, a grant of Restricted Stock Units may provide the participant with a right to receive dividend equivalents, which may be settled in cash and/or shares of our Common Stock and shall be subject to the same restrictions on transfer and forfeitability as the underlying Restricted Stock Units. Our Board of Directors may provide for deferral of settlement of a Restricted Stock Unit (on a mandatory basis or at the election of the participant); we refer to Restricted Stock Units with a mandatory or elected deferral as Deferred Stock Units.

Other Stock-Based Awards; Cash-Based Awards. Under the 2015 Stock Incentive Plan, our Board of Directors may grant other Awards that are based upon our Common Stock or other property having such terms and conditions as the Board of Directors may determine including the grant of shares based upon certain conditions, the grant of Awards that are valued in whole or in part by reference to, or otherwise based on, shares of our Common Stock, and the grant of Awards entitling recipients to receive shares of our Common Stock to be delivered in the future. We refer to these types of Awards as Other Stock-Based Awards. Other Stock-Based Awards may be available as a form of payment in the settlement of other Awards granted under the 2015 Stock Incentive Plan or as payment

Performance Awards. Restricted Stock, Restricted Stock Units and Other Stock-Based Awards granted under the 2015 Stock Incentive Plan may be made subject to achievement of performance goals. We refer to these types of Awards as Performance Awards. Performance Awards may also provide for cash payments of up to $15,000,000 per calendar year per individual. With respect to Performance Awards intended to qualify as "performance-based compensation" under Section 162(m) of the Code, our Board of Directors shall specify, at the time of grant, that such Performance Award will vest solely upon the achievement of specified objective performance criteria that are based on the relative or absolute attainment of specified levels of one or any combination of the following, which may be determined pursuant to generally accepted accounting principles, or GAAP, or on a non-GAAP basis, as determined by the Board of Directors: (a) net income, (b) earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, (c) operating profit before or after discontinued operations and/or taxes, (d) revenue, (e) sales growth, (f) earnings growth, (g) cash flow or cash position, (h) gross margins, (i) stock price, (j) market share, (k) return on sales, assets, equity or investment, (l) improvement of financial ratings, (m) achievement of balance sheet or income statement objectives, (n) total shareholder return, or (o) earnings per share. The preceding performance criteria may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated or relative to the performance of a peer group of entities or other external measure of the selected performance criteria. The Board of Directors shall specify whether such performance measures are to be adjusted to exclude any one or more of (I) extraordinary items, (II) gains or losses on the dispositions of discontinued operations, (III) the cumulative effects of changes in accounting principles, (IV) the writedown of any asset, (V) charges for restructuring and rationalization programs, (VI) other non-cash charges or items, (VII) gains or losses relating to financing or investment activities, (VIII) the effect of acquisitions, or (IX) gains or losses as a result of foreign currency conversions or fluctuations in foreign currency exchange rates. Such performance measures (A) may vary by participant and may be different for different Awards; (B) may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant works and may cover such period as may be specified by the Board of Directors; and (C) shall be set by the Board of Directors within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m).  The Board of Directors may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Awards and may not waive the achievement of the applicable performance measures except in the case of the death or disability of the participant or a change in control of HDS. Performance Awards that are not intended to qualify as "performance-based compensation" under Section 162(m) may be based on these or other performance measures as determined by our Board of Directors.

Except as the Board of Directors may otherwise determine or provide in an Award in connection with certain gratuitous transfers, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, Awards are exercisable only by the participant.

Employees, officers, directors, consultants and advisors of HDS and our present or future parent or subsidiary corporations and any other business venture in which HDS has a controlling interest (as determined by our Board of Directors) are eligible to be granted Awards under the 2015 Stock Incentive Plan. Under current law, however, incentive stock options may only be granted to employees of HDS and its present or future parent or subsidiaries. The granting of Awards under the 2015 Stock Incentive Plan is discretionary, and we cannot now determine the number or type of Awards to be granted in the future to any particular person or group, except that Awards are subject to the limitations described above.

Our Board of Directors administers the 2015 Stock Incentive Plan and is authorized to adopt, alter and repeal the administrative rules, guidelines and practices relating to the 2015 Stock Incentive Plan and to interpret the provisions of the 2015 Stock Incentive Plan and any Award documentation and remedy any ambiguities, omissions or inconsistencies therein. Pursuant to the terms of the 2015 Stock Incentive Plan, our Board of Directors may delegate authority under the 2015 Stock Incentive Plan to one or more committees or subcommittees of our Board of Directors. Our Board of Directors, with the input of management, selects the recipients of Awards and determines, in addition to other items, and subject to the terms of the 2015 Stock Incentive Plan:

The Board of Directors may at any time provide that any Award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, except as otherwise provided under the terms of the 2015 Stock Incentive Plan in the case of Performance Awards.

The Board of Directors is required to make appropriate adjustments in connection with the 2015 Stock Incentive Plan and any outstanding Awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization.

All decisions by the Board of Directors shall be made in the Board of Directors' sole discretion and shall be final and binding on all persons having or claiming any interest on the 2015 Stock Incentive Plan or in any Award. No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination relating to or under the 2015 Stock Incentive Plan made in good faith. HDS will indemnify and hold harmless each director, officer, other employee, or agent to whom any duty or power relating to the administration or interpretation of the

Amendment of Awards. Except as otherwise provided under the 2015 Stock Incentive Plan, with respect to repricing outstanding stock options or SARs, our Board of Directors may amend, modify or terminate any outstanding Award provided that the participant's consent to such action will be required unless our Board of Directors determines that the action, taking into account any related action, would not materially and adversely affect the participant or the change is otherwise permitted under the terms of the 2015 Stock Incentive Plan.

Definitions. The 2015 Stock Incentive Plan contains provisions addressing the consequences of any acquisition event or change in control event. An "acquisition event" is defined under the terms of the 2015 Stock Incentive Plan to mean (a) any merger or consolidation of HDS with or into another entity as a result of which our Common Stock is converted into or exchanged for the right to receive cash, securities or other property, or is cancelled or (b) any exchange of our Common Stock for cash, securities or other property pursuant to a share exchange or other transaction. A "change in control event," as defined in the 2015 Stock Incentive Plan, means (w) any merger or consolidation which results in the voting securities of HDS outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of voting securities of HDS or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (x) subject to certain restrictions contained in the definition of the change in control event under the 2015 Stock Incentive Plan, the acquisition by an individual, entity or group of beneficial ownership of any capital stock of HDS if, after such acquisition, such individual, entity or group beneficially owns 50% or more of either (i) the then-outstanding shares of our Common Stock or (ii) the combined voting power of HDS's then-outstanding voting securities entitled to vote generally in the election of directors; (y) any sale of all or substantially all of HDS's assets; or (z) the complete liquidation of HDS.

Awards Other than Restricted Stock; Options Available to the Board of Directors. For Awards other than Restricted Stock, under the 2015 Stock Incentive Plan, if an acquisition event occurs (regardless of whether such event also constitutes a change in control event), our Board of Directors may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such terms as the Board of Directors determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between a participant and HDS): (A) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (B) upon written notice to a participant, provide that all of the participant's unexercised Awards will terminate immediately prior to the consummation of such acquisition event unless exercised by the participant (to the extent then exercisable) within a specified period following the date of such notice, (C) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such acquisition event, (D) in the event of an acquisition event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in

The 2015 Stock Incentive Plan also provides, however, that for Restricted Stock Units that are subject to Section 409A of the Code: (A) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the acquisition event constitutes such a "change in control event", then no assumption or substitution of the Restricted Stock Unit shall be permitted, and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (B) the Board of Directors may only undertake the actions set forth in clauses (C), (D) or (E) above; if the acquisition event is not a "change in control event" as so defined under the Treasury Regulation or such action is permitted or required by Section 409A of the Code. If the acquisition event does not constitute a "change in control event" as defined in the Treasury Regulation or such action is not permitted or required by Section 409A of the Code,  and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (A) above, then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the acquisition event without any payment in exchange therefor.

Except to the extent specifically provided to the contrary in the instrument evidencing the Award or any other agreement between the participant and HDS, each Award (other than Restricted Stock) shall become immediately vested, exercisable, or free from forfeiture, as applicable, if on or prior to the first anniversary of the date of the consummation of a change in control event, the participant's employment with us or our successor is terminated for good reason (as defined in the 2015 Stock Incentive Plan) by the participant or is terminated without cause (as defined in the 2015 Stock Incentive Plan) by us or our successor.

Provisions Applicable to Restricted Stock. Upon the occurrence of an acquisition event (regardless of whether such event also constitutes a change in control event), HDS's repurchase and other rights with respect to outstanding Restricted Stock shall inure to the benefit of our successor and shall, unless the Board of Directors determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such acquisition event in the same manner and to the same extent as they applied to such Restricted Stock; provided, however, that the Board of Directors may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a participant and HDS, either initially or by amendment.

Upon the occurrence of a change in control event (regardless of whether such event also constitutes an acquisition event), except to the extent specifically provided to the contrary in the instrument evidencing the Award or any other agreement between the participant and HDS, each Award of Restricted Stock shall become immediately vested and free from forfeiture if on or prior to

The Board of Directors shall specify at the time of grant or thereafter the effect of an acquisition event or change in control event on any Other Stock-Based Award or Cash-Based Award granted under the 2015 Stock Incentive Plan.

The Board of Directors may modify Awards granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the 2015 Stock Incentive Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

Our Board of Directors may amend, suspend or terminate the 2015 Stock Incentive Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m) of the Code, no Award granted to a participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by HDS's stockholders if required by Section 162(m) (including the vote required under Section 162(m)); (ii) no amendment would be made effective unless and until such amendment shall have been approved by HDS's stockholders; and (iii) if at any time the approval of HDS's stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to incentive stock options, the Board of Directors may not effect such modification or amendment without such approval.  Unless otherwise specified in the amendment, any amendment to the 2015 Stock Incentive Plan adopted in accordance with the procedures described above shall apply to, and be binding on the holders of, all Awards outstanding under the 2015 Stock Incentive Plan at the time the amendment is adopted, provided that the Board of Directors determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of participants under the 2015 Stock Incentive Plan.

The 2015 Stock Incentive Plan shall become effective on the date the plan is approved by HDS's stockholders. No Awards shall be granted under the 2015 Stock Incentive Plan after the completion of 10 years from the effective date, but Awards previously granted may extend beyond that date.

The following generally summarizes the United States federal income tax consequences that generally will arise with respect to Awards granted under the 2015 Stock Incentive Plan. This summary is based on the federal tax laws in effect as of the date of this Proxy Statement. In addition,

Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by HDS or its corporate parent or 50% or more-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under "Nonstatutory Stock Options." The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option, which we refer to as ISO Stock, at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the ISO stock. If a participant sells the ISO stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the ISO stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the ISO stock for more than one year and otherwise will be short-term. If a participant sells the ISO stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the ISO stock for more than one year and otherwise will be short-term.

Nonstatutory Stock Options. A participant will not have income upon the grant of a nonstatutory stock option. A participant will have compensation income upon the exercise of a nonstatutory stock option equal to the fair market value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, which we refer to as NSO Stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the NSO stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the NSO stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights. A participant will not have income upon the grant of an SAR but generally will recognize compensation income upon the exercise of an SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock. A participant will not have income upon the grant of Restricted Stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely Section 83(b) election is made, then a participant will have compensation income equal to the fair market value of the Restricted Stock less the purchase price, if any. When the shares of Restricted Stock are sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the stock on the date of grant. If the participant does not make a Section 83(b) election, then when the shares of Restricted Stock vest the participant will have

Restricted Stock Units and Deferred Stock Units. A participant will not have income upon the grant of a Restricted Stock Unit or Deferred Stock Unit. A participant is not permitted to make a Section 83(b) election with respect to a Restricted Stock Unit or Deferred Stock Unit. When the Restricted Stock Unit or Deferred Stock Unit vests, unless the distribution of the shares of Common Stock associated with such Award has been deferred in a manner that complies with Section 409A of the Code, the participant will have income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. If the participant has made a valid deferral election, he or she will have income on the distribution date of the stock in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date or delivery date, as applicable. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. The tax consequences associated with any Other Stock-Based Award granted under the 2015 Stock Incentive Plan will vary depending on the specific terms of the Award. Among the relevant factors are whether or not the Award has a readily ascertainable fair market value, whether or not the Award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the Award and the participant's holding period and tax basis for the Award or underlying Common Stock.

Tax Consequences to HDS. There will be no tax consequences to us except that we will be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code.