PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • January 12th, 2009 • Diamond I, Inc. • Services-computer processing & data preparation • Delaware
PLAN AND AGREEMENT OF MERGER, dated as of January 9, 2009 (the “Agreement”), among Diamond I, Inc., a Delaware corporation (“Parent”), UB Acquisition Corp., a Nevada corporation wholly owned by Parent (“Acquiror”), and ubroadcast, Inc., a Nevada corporation (“Target”) (Aquiror and Target being hereinafter collectively referred to as the “Constituent Corporations”).
MEMBERSHIP INTEREST REDEMPTION AGREEMENTMembership Interest Redemption Agreement • January 12th, 2009 • Diamond I, Inc. • Services-computer processing & data preparation • Colorado
This Membership Interest Redemption Agreement (the “Agreement”) is entered into and shall be effective as of December 15, 2008 (the “Effective Date”), by and between, U.S. BioFuels Exchange, LLC, a Colorado limited liability company (the “Company”) and Diamond I, Inc., a Delaware corporation (hereinafter as “DMOI”). DMOI and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
OPTION AGREEMENTOption Agreement • January 12th, 2009 • Diamond I, Inc. • Services-computer processing & data preparation
This Option Agreement (the “Option”) is made and entered into as of the 30th day of December, 2008, by and between ubroadcast, Inc., a Nevada corporation (“Optionor”), and Diamond I, Inc., a Delaware corporation (“Optionee”), in light of the following:
