CONTINUITY OF INTEREST
AGREEMENT
AirRover
Wi-Fi Corp., a Delaware corporation (“Parent”), Air-Q
Corp., a Nevada corporation wholly owned by Parent
(“Acquiror”), and the undersigned shareholders (the
“Controlling Shareholders”) of Diamond I Technologies,
Inc., a Nevada corporation (“Target”), hereby enter
into this Agreement on January 18, 2005, for the purposes
hereinafter set forth.
WHEREAS, Parent, Acquiror, Controlling Shareholders and Target
entered into an Agreement and Plan of Reorganization, dated as of
January 7, 2005 (the “Plan of Reorganization”); and
WHEREAS, pursuant to the Plan of Reorganization and in accordance
with the applicable provisions of the laws of the State of Nevada,
Target will merge (the “Merger”) with and into Acquiror
and, pursuant to the Merger, (a) all shares of common stock of
Target (the “Target Common Stock”) owned by Parent or
any subsidiary of Parent or Target shall be cancelled and shall
cease to exist from and after the Effective Time (as defined in
Section 1.2 of the Plan of Reorganization); and (b) each remaining
issued and outstanding share of Target Common Stock shall be
converted into, and become exchangeable for, shares of the $.001
par value per share common stock of Parent (the “Parent
Common Stock