“THIS AGREEMENT, AS WELL AS THE SECURITIES
THAT ARE THE SUBJECT OF THIS AGREEMENT, HAS BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF
THE SECURITIES ACT OF 1933, AS AMENDED. AND MAY NOT BE TRANSFERRED
WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO
THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH
ALL APPLICABLE LAWS, RULES AND REGULATIONS.”
OPTION AGREEMENT
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:
WHEREAS, Optionor is a privately held company
engaged in e-commerce and desires to attain public ownership status
in order to pursue its business plans for growth and capital
formation; and
WHEREAS, Optionee is a publically traded company
with its stock trading in the OTC Bulletin Board under the symbol
“DMOI”; and
WHEREAS, Optionee wishes to obtain an option to
engage Optionor in a Plan and Agreement Merger and requires some
period of time in which to carry out a due diligence investigation
of Optionor; and
WHEREAS, Optionor desires to conclude an
agreement leading to a merger with Optionee in a transaction known
as a reverse merger but is unwilling to delay its progress toward
public ownership to provide Optionor a due diligence period, unless
it is compensated for such period of delay during which time it
would be required to forego other merger opportunities;
and
WHEREFORE,
the agreement of the parties, the promises of each being
consideration for the promises of the other, the parties agree as
follows:
Optionor,
for the consideration and subject to the terms and conditions set
forth herein, hereby grants to Optionee a paid-for option (the
“Option”) to require Optionor to execute and enter into
a Plan and Agreement of Merger in the form Exhibit “A”
attached hereto and by this reference incorporated into the
Agreement as if fully set forth herein.
II. CONSIDERATION
FOR OPTION
Optionee
agrees to issue to Optionor 200,000,000 of its $0.001 par value
common stock (the “Option Stock”) immediately upon the
mutual execution of the Agreement as and for full payment for the
Option.
III. MANNER
AND TIME OF EXERCISE OF OPTION
Optionee
shall exercise this Option by giving written notice of exercise
thereof in writing delivered to Optionor on or before the close of
business on January 15, 2008.
The
Option Stock will, when issued, be valid issued, fully paid and
non-assessable common stock of Optionee. The Option Stock shall
constitute “restricted securities”, as that term is
defined in the Rules and Regulations of the Securities and Exchange
Commission. Optionor consents to the placement on any certificate
or certificates representing the Option Stock a legend in the
following, or similar form:
“THESE SECURITIES HAVE BEE
