ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT is
made
as of the 31st day of January 2008 by and
between iDcentrix, Inc., a Delaware corporation (“iDcentrix” or the “Assignor”)
and Sterling Gold Corp., a Nevada Corporation (“Sterling” or the
“Assignee”).
WHEREAS,
Assignor and Assignee are parties to a Share Exchange Agreement made as of
January 16, 2008 (the “Exchange Agreement”), as well as other related
agreements;
WHEREAS,
in connection with the consummation of the transactions contemplated by the
Exchange Agreement, the Assignor will become a wholly owned subsidiary of the
Assignee;
WHEREAS,
Assignor adopted the 2007 Equity Participation Plan, as amended (the “Plan”) and
entered into agreements pursuant thereto (the “Agreements”, all of which are
listed on Exhibit
A
hereto);
WHEREAS,
Assignor entered into the Amended and Restated Employment Agreement between
iDcentrix and Xxxxxxxx Xxxxxx, dated November 6, 2007 (the “Xxxxxx
Agreement”);
WHEREAS,
Assignor desires to assign and transfer to Assignee all of its rights and
obligations under the Plan, the Agreements and the Xxxxxx
Agreement;
WHEREAS,
Assignee desires to acquire the rights and assume the obligations of Assignor
under the Plan, the Agreements and the Xxxxxx Agreement; and
WHEREAS,
the other parties to the Agreements and the Xxxxxx Agreement have consented
to
the assignment and transfer to Assignee of all of Assignor’s rights and
obligations under the Agreements and the Xxxxxx Agreement (the consents to
assignment are attached hereto as Exhibit
B).
NOW,
THEREFORE, the parties hereto agrees as follows:
1. Assignment.
Effective as of the Effective Date (as defined below), Assignor hereby assigns
and transfers to Assignee, free and clear of all encumbrances, all
of
Assignor’s rights and obligations under the Agreements.
2. Assumption.
Effective as of the Effective Date, Assignee hereby agrees to assume and in
due
course hereafter to perform, fulfill and discharge, all of the obligations
of
Assignor under the Plan, the Agreements and the Xxxxxx Agreement, with the
same
force and effect as if Assignee had signed the Agreements originally in place
of
Assignor.
3. Changes
to Terms in the Agreements.
Effective
as of the Effective Date, Assignor
and Assignee
hereby
agree that all references to “iDcentrix, Inc.”, “iDcentrix” and the “Company” in
the Plan, each of the Agreements and the Xxxxxx Agreement shall mean the
Assignee, it being understood that following the Effective Date the Assignee
will change its corporate name to iDcentrix, Inc.
4. Effective
Date.
This
Assignment and Assumption Agreement shall be effective as of the consummation
of
the transactions contemplated by the Exchange Agreement (the “Effective Date”).
Prior to the Effective Date, any rights or obligations under the Agreements
remain the rights and obligations of the Assignor. From and after the Effective
Date, notwithstanding anything in this Assignment and Assumption Agreement
to
the contrary, Assignee shall be responsible for any payment obligations and
shall receive any benefits under the Plan, the Agreements or the Xxxxxx
Agreement.
5. Continuing
Effect.
Except
to the extent amended hereby, the provisions of the Plan, the Agreements and
the
Xxxxxx Agreement shall remain unmodified, and the Plan, the Agreements and
the
Xxxxxx Agreement, as amended by this Assignment and Assumption Agreement, hereby
are confirmed as being in full force and effect in accordance with their
respective terms.
6. Governing
Law.
This
instrument shall be governed by and construed in all respects under the laws
of
the State of Delaware, without reference to its conflicts of laws rules or
principles.
2
IN
WITNESS WHEREOF, and
intending to be legally bound hereby, each of Assignor and Assignee
has
caused this Assignment and Assumption Agreement to be executed and delivered
by
its duly authorized representative as of the date first written
above.
Exhibit
A
Restricted
Stock and Compensation Agreement between Xxxx Xxxxxxx and iDcentrix, Inc. dated
November 6, 2007 (120,000 shares).
Restricted
Stock and Compensation Agreement between Xxxx Xxxxxxx and iDcentrix, Inc. dated
November 6, 2007 (30,000 shares).
Restricted
Stock and Compensation Agreement between Xxxxxxx Xxxxxx and iDcentrix, Inc.
dated November 6, 2007 (120,000 shares).
Restricted
Stock and Compensation Agreement between Xxxxxxx Xxxxxx and iDcentrix, Inc.
dated November 6, 2007 (30,000 shares).
Restricted
Stock and Compensation Agreement between Xxxxx Xxxxxx and iDcentrix, Inc. dated
November 6, 2007 (120,000 shares).
Nonqualified
Stock Option Agreement between Xxxxxxxx Xxxxxx and iDcentrix, Inc. dated May
1,
2007.
Restricted
Stock Agreement between Xxxxxxxx Xxxxxx and iDcentrix, Inc. dated November
6,
2007.
Stockholder’s
Agreement between Xxxxxxxx Xxxxxx and iDcentrix, Inc. dated November 6,
2007.
4
Exhibit
B
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