Common use of Option Exchange Clause in Contracts

Option Exchange. (a) For the avoidance of doubt, each separately identified Rollover Option set forth on Appendix A is, and shall be treated for all purposes under this Rollover Agreement as, a separate Rollover Option, and this Rollover Agreement will be construed accordingly. Unless the context clearly requires otherwise, references hereinafter to the Rollover Option shall refer to each separate Rollover Option to purchase shares of common stock of the Company prior to the Closing Date, and references hereinafter to the Parent Option shall refer to each separate Parent Option to purchase Common Stock for which each Rollover Option has been exchanged. (b) Each Rollover Option shall be exchanged for a Parent Option at Closing, upon the terms and conditions set forth herein, with respect to the number of shares of Common Stock and at such exercise prices determined as follows: (i) each such Rollover Option will be converted into a Parent Option for that number of whole shares of Common Stock equal to the product of the number of shares of common stock of the Company that were subject to such Rollover Option immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Parent Common Stock Per Share Value (such ratio, the “Option Ratio”), with the result rounded down to the nearest whole number of shares of Common Stock and (ii) the per share exercise price for the Common Stock subject to such Parent Option will be equal to the quotient determined by dividing the exercise price per share of common stock at which such Rollover Option was exercisable immediately prior to the Closing by the Option Ratio, with the result rounded up to the nearest whole cent (the “Option Price”). The “Parent Common Stock Per Share Value” shall mean the price per share paid by the Permira Funds (as defined below) to acquire Common Stock immediately prior to Closing (which shall be in excess of the Merger Consideration). The parties shall take such action as the Optionee may reasonably request in order to carry out the intent of the parties that the foregoing conversion comply with Section 424 of the Code.

Option Exchange. (a) For Pursuant to and by virtue of the avoidance Share Exchange, effective as of doubtthe Closing, each separately identified Rollover Option set forth on Appendix A isiDcentrix shall assign to, and Sterling shall assume, the 2007 Equity Participation Plan of iDcentrix (the “iDcentrix Option Plan”) and agreements entered into thereunder. At the Closing, any option to purchase iDcentrix Shares issued and outstanding immediately prior to the Closing Date (“iDcentrix Option”) will be treated for all purposes under this Rollover Agreement as, a separate Rollover Optionconverted into and become rights with respect to Sterling Shares, and Sterling will assume each such iDcentrix Option in accordance with the terms (as in effect as of the date of this Rollover Agreement Agreement) of the iDcentrix Option Plan under which it was issued and the terms of the stock option agreement by which it is evidenced. From and after the Closing Date, (i) each iDcentrix Option assumed by Sterling may be exercised solely for Sterling Shares, (ii) the number of Sterling Shares subject to each such iDcentrix Option will be construed accordingly. Unless the context clearly requires otherwise, references hereinafter equal to the Rollover number of iDcentrix Shares subject to such iDcentrix Option shall refer immediately prior to the Closing Date, (iii) the per share exercise price under each separate Rollover such iDcentrix Option will be equal to purchase shares of common stock of the Company per share exercise price immediately prior to the Closing Date, and references hereinafter (iv) any restriction on the exercise of any such iDcentrix Option will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such iDcentrix Option will otherwise remain unchanged; the option exercise price, the number of Sterling Shares purchasable pursuant to the Parent Option shall refer to each separate Parent Option to purchase Common Stock for which each Rollover Option has been exchanged. (b) Each Rollover Option shall be exchanged for a Parent Option at Closing, upon such option and the terms and conditions set forth hereinof exercise of such option will be determined in order to comply with Section 424(a) of the Code. At the Closing, with respect any restricted share issued under the iDcentrix Option Plan prior to the number Closing Date and that remains unvested as of shares of Common Stock and at such exercise prices determined as follows: the Closing Date (i“iDcentrix Restricted Share”) each such Rollover Option will be converted into a Parent and become rights with respect to Sterling Shares, and Sterling will assume each such iDcentrix Restricted Share in accordance with the terms (as in effect as of the date of this Agreement) of the iDcentrix Option for that number Plan under which it was issued and the terms of whole shares of Common Stock equal to the product of agreement by which it is evidenced. From and after the Closing Date, (i) the number of shares of common stock Sterling Shares issued or issuable to the holder of the Company that were subject iDcentrix Restricted Share pursuant to such Rollover an agreement under the iDcentrix Option immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Parent Common Stock Per Share Value (such ratio, the “Option Ratio”), with the result rounded down to the nearest whole number of shares of Common Stock and (ii) the per share exercise price for the Common Stock subject to such Parent Option Plan will be equal to the quotient determined by dividing the exercise price per share number of common stock at which iDcentrix Shares previously issued or issuable to such Rollover Option was exercisable immediately holder under such plan prior to the Closing by the Option RatioDate, with the result rounded up (ii) any restriction relating to the nearest whole cent iDcentrix Restricted Share will continue in full force and effect and the number, vesting schedule and other provisions of such iDcentrix Restricted Share will otherwise remain unchanged. Prior to the Closing Date, iDcentrix will take all action that may be necessary (under the “Option Price”). The “Parent Common Stock Per Share Value” shall mean the price per share paid by the Permira Funds (as defined belowplans pursuant to which iDcentrix Options and iDcentrix Restricted Shares are outstanding and otherwise) to acquire Common Stock immediately prior effectuate the provisions of this Section 2.3 and to ensure that, from and after the Closing (which shall be Date, holders of iDcentrix Options and/or iDcentrix Restricted Shares have no rights with respect thereto inconsistent with those specifically provided in excess of the Merger Consideration). The parties shall take such action as the Optionee may reasonably request in order to carry out the intent of the parties that the foregoing conversion comply with this Section 424 of the Code2.3.