Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI will deliver, or will cause to be delivered, to VMTI the following: (i) a certificate executed by the President and Secretary of RRAI to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI will deliver or cause to be delivered to RRAI and the RRAI Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At On the ClosingClosing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (ai) RRAI SGI will deliver, or will cause to be delivered, to VMTI Power Play the following: (iA) a A certificate executed by the President and Secretary Chief Executive Officer of RRAI SGI to the effect that all representations and warranties made by RRAI SGI under this Agreement as to SGI are true and correct as of the ClosingClosing Date, the same as though originally given to VMTI Power Play on said date; (B) A certificate from SGI, signed by its Secretary, certifying: (i) that the attached copies of SGI’s charter documents and resolutions of the Board of Directors and Stockholders of SGI approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect, (ii) a certificate from incumbency and specimen signature of each officer of SGI executing this Agreement or any other document delivered in connection herewith on behalf of SGI (iii) the State current capitalization of Illinois dated at or about the Closing to the effect SGI including, without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all other securities other than non-convertible debt securities and (iii) that RRAI SGI is in good standing under compliance with the laws provisions of said StateSection 6(a)(ix); (iiiC) Investment Letters or investment representations letter of resignation from the current officers and directors of SGI; and (D) evidence of the election of the officers and directors of the Surviving Corporation as set forth and identified in Section 2(f) hereof; (E) duly executed Certificates of Merger in the form executed by each RRAI Shareholder;of those attached hereto as Exhibits A and B; and (ivF) Stock certificates representing those shares all other items, the delivery of RRAI Shares which is a condition precedent to be exchanged for VMTI;the obligations of Power Play, as set forth in Section 6(a) hereof. (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI Power Play will deliver or cause to be delivered to RRAI and the RRAI ShareholdersSGI: (iA) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a A certificate from VMTI Power Play executed by the Chief Executive Officer or President or Secretary of VMTIPower Play, to the effect that all representations and warranties of VMTI Power Play made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI SGI on said date; (B) A certificate from Power Play, signed by its Secretary, certifying: (i) that the attached copies of Power Play’s charter documents and resolutions of the board of directors of Power Play approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of Power Play executing this Agreement or any other document delivered in connection herewith on behalf of Power Play and (iii) certified copies the current capitalization of resolutions by VMTI's Board of Directors authorizing this transactionPower Play including, without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all other securities other than non-convertible debt securities; (ivC) certificates letter of resignation from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said Statecurrent officers and directors; (vD) opinion duly executed Certificates of VMTI's counsel Merger in the form of those attached hereto as described in Section 4.1 (h) aboveExhibits A and B; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viiiE) all other items, the delivery of which is a condition precedent to the obligations of VMTI, SGI as set forth in Section 4 6(b) hereof; (F) an employment agreement with Xxxxxxxx X. Xxxxxxxxx; (G) consulting agreements with Xxxxxxx Xxxxxxxxx (or Responsive Marketing Communications, Inc., as the case may be), Xxx Xxxxx and Xxxxxxx Xxxxxxxxx, if such agreements are reached on mutually acceptable terms and conditions.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Company will deliver, or will cause to be delivered, to VMTI Parent the following: (i1) a certificate executed by the President and Secretary of RRAI the Company to the effect that all representations and warranties made by RRAI the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time, the same as though originally given to VMTI Parent or Merger Sub on said date; (ii2) a certificate from the State state of Illinois the Company’s organization dated at or about within five business days of the Closing to the effect that RRAI the Company is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) an executed copy of the LLC Certificate of Merger for filing in New York; (5) certified copies of resolutions adopted by the members and Managers of RRAI's Board the Company authorizing the Merger; (6) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of Parent and an Merger Sub, as set forth herein; and (7) the legal opinion of counsel of RRAI as described herein;required by Section 8(d) hereof. (b) VMTI Parent and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCompany: (i1) stock certificates representing those shares securities of VMTI Shares Parent to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIParent and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Parent and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Company on said date; (iii3) certified copies of resolutions adopted by VMTI's Parent’s Board of Directors and, if applicable, stockholders, and the Manager of Merger Sub and its members, if applicable, authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of Parent and organization of Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) opinion of VMTI's Parent’s counsel as described in Section 4.1 (h7(m) above; (vi6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii7) resignations written resignation of existing all of the officers and directors of VMTI, Parent and Merger Sub and written appointment of the Company nominees as set forth in the Agreement;directors and officers; and (viii) 8) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Company, as set forth in Section 4 7 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Shareholders and Acquiree will deliver, or will cause to be delivered, to VMTI Acquiror the following: (i1) stock certificates for the Acquiree Shares being tendered hereunder, duly endorsed in blank, or accompanied by duly executed stock powers. (2) a certificate executed by the President and Secretary Treasurer of RRAI Acquiree to the effect that all of the representations and warranties made by RRAI under in this Agreement Plan of Reorganization are true and correct as of the Closing, the same as though originally given to VMTI Acquiror on said date;. (ii3) a certificate from the Secretary of State of Illinois the State of Florida dated at or about within ten (10) days of the date of the Closing to the effect that RRAI Acquiree is in corporate good standing under the laws of said State; (4) Investment letters executed by the Shareholders; (5) Certified copies of the Acquirer's Articles of Incorporation, By-Laws and resolutions by each of the Board of Directors and Shareholders authorizing the consummation of the transactions set forth herein. (6) The Employment agreements with each of Xx. Xxxxxx Xxxxxxxx and Mr. Xxxx Xxxxxxxx, substantially in the form attached hereto as Exhibits "5(6)(a)" and "5(6)(b)" (the "Employment Agreements"). (7) A Stockholders' Agreement among the Historic Acquiror Stockholders and the Shareholders, substantially in the form attached hereto as Exhibit "5(7)" (the "Stockholders' Agreement"). (8) Release Agreement executed by those persons identified on Schedule 9.11. (9) Such other instruments as are required to be delivered pursuant to the provisions of this Agreement. (b) Acquiror will deliver or cause the following documents to be delivered to Shareholders and Acquiree (or the Escrow Agent, as the case may be); (1) stock certificates representing Acquiror Shares and Earn-Out Shares to be issued as a part of this Plan of Reorganization; (2) a certificate of the President and Secretary of Acquiror to the effect that: (i) all representations and warranties of Acquiror made under this Plan or Reorganization are reaffirmed on the Closing Date, the same as though originally given to the Shareholders on said date; and (ii) upon the Closing the sum of no less than $800,000 has been raised as a result of the sale of securities contemplated in Section 8.2 hereof. (3) certified copies of the Acquiror's Certificate of Incorporation, By-Laws and resolutions by each of Acquiror's Board of Directors and stockholders authorizing this transaction; (4) a certificate from the Secretary or State of Delaware dated within ten (10) days of the date of Closing that Acquiror is in good standing under the laws of said State; (iii5) Investment Letters or investment representations in resignations, effective not later than the form executed by each RRAI ShareholderClosing of such of the officers and directors of Acquiror as have been agreed upon; (iv6) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTIthe Employment Agreements; (v7) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Stockholders' Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;; and (b) VMTI will deliver or cause to be delivered to RRAI and the RRAI Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) 8) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At the ClosingDelivery Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Acquiree will deliver, or will cause to be delivered, to VMTI Acquiror the following: (i1) all corporate records of Acquiree, including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Delivery Date), stock books, stock transfer books, corporate seals, and such other corporate books and records as may reasonably requested for review by Acquiror and its counsel; (2) a certificate executed by of the President and Secretary of RRAI Acquiree to the effect that all representations and warranties of Acquiree made by RRAI under this Agreement are true and correct as of reaffirmed on the ClosingDelivery Date, the same as though originally given to VMTI on said date; (ii3) a certificate from the State certified copies of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws resolutions by Acquiree's Board of said StateDirectors and Stockholders authorizing this transaction; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI Acquiror will deliver or cause to be delivered to RRAI and the RRAI ShareholdersAcquiree: (i1) stock certificates representing those shares of VMTI Shares for Common Stock to be issued as a part of the Exchange as described in Section 1 hereofexchange after the date of approval of this transaction by the Stockholder of Acquiree; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTI, Acquiror to the effect that all representations and warranties of VMTI Acquiror made under this Agreement are true and correct as of reaffirmed on the ClosingDelivery Date, the same as though originally given to RRAI on said date; (iii3) certified copies of resolutions by VMTIAcquiror's Board of Directors and Stockholders authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi4) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (aA) RRAI The Company will deliver, or will cause to be delivered, to VMTI COVSA the following: (i1) a certificate executed by the President and Secretary Presiden of RRAI the Company to the effect that all representations and warranties made by RRAI the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to VMTI COVSA or Merger Sub on said datedate and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii2) a certificate from the State state of Illinois the Company's incorporation dated at or about within five business days of the Closing to the effect that RRAI the Company is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to Agreement and the other Transaction Documents; (4) executed copy of the Certificate of Merger for filing in Delaware; (5) certified copies of resolutions adopte by the Company Stockholders and the directors of RRAI's Board of Directors the Company approving the Merger Agreement and other Transaction Documents and authorizing this transaction and an opinion of counsel of RRAI as described hereinthe Merger; (b6) VMTI the opinion of the Company's counsel as described in Section 9(I) above; and (7) all other items, the delivery of which is a condition precedent to the obligations of COVSA and Merger Sub, as set forth herein. (B) COVSA and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCompany: (i1) stock certificates representing those shares securities of VMTI Shares COVSA to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTICOVS and Merger Sub, respectively, to the effect that all representations and warranties of VMTI COVSA and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Company on said date; and that each of COVSA and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii3) certified copies of resolutions adopte by VMTICOVSA's and Merger Sub's Board of Directors and Merger Sub's sole stockholder approving the Merger Agreement and authorizing this transactionthe Merger and all related matters; and certified copies of resolutions adopted by the stockholders of COVSA approving the matters described in Section 7(E) above; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of COVSA and Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) executed copy of the Certificate of Merger for filing in Delaware; (6) opinion of VMTICOVSA's counsel as described in Section 4.1 (h8(M) above; (vi7) such other instruments and documents as a are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations 8) written resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;COVSA and Merger Sub; and (viii9) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Company, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslydocuments will be delivered: (a) RRAI USRE will deliver, or will cause to be delivered, to VMTI CRE the following:; (i) a certificate executed by the President and Secretary Presidents of RRAI USRE to the effect that all representations and warranties made by RRAI USRE under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to VMTI CRE or Seaglass on said datedate and that USRE has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by USRE on or prior to the Effective Time of the Merger; (ii) a certificate from the State state of Illinois USRE’s incorporation dated at or about within five business days of the Closing to the effect that RRAI it is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (iv) any and all requisite and necessary documents to effect the transfer of the Claims to CRE by way of its ownership of Seaglass, including but not limited to be filed and recorded with the appropriate federal and state agencies to memorialize the transfer; (v) an executed copy of the Certificate of Merger related to the Merger contemplated by this Agreement for filing in Nevada and Delaware; (vi) certified copies of resolutions of RRAI's adopted by USRE’s Board of Directors authorizing this transaction approving the Merger Agreement and an opinion other Transaction Documents related to the Merger; (vii) All requisite and necessary documents evidencing the ownership of counsel the Claims; and (viii) all other items, the delivery of RRAI which is a condition precedent to the obligations of CRE and Seaglass, as described herein;set forth in Section 9 above. (b) VMTI CRE and Seaglass will deliver or cause to be delivered to RRAI and the RRAI Shareholders:USRE; (i) stock certificates representing those shares securities of VMTI Shares CRE to be issued to USRE Stockholders as a part of the Exchange Merger as described in Section 1 2(c) hereof; (ii) a certificate from VMTI executed by of the President or Secretary Presidents of VMTICRE and Seaglass, respectively, to the effect that all representations and warranties of VMTI CRE and Seaglass made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; and that each of CRE and Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii) certified copies of resolutions adopted by VMTI's Board CRE’s and Seaglass’ Boards of Directors and Seaglass’ sole stockholder approving the Merger Agreement and authorizing this transactionthe Merger and all related matters; (iv) certificates from the Illinois Secretary jurisdictions of State incorporation of CRE and Seaglass dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) opinion an executed copy of VMTI's counsel as described the Certificate of Merger for filing in Section 4.1 (h) aboveNevada and Delaware; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;; and (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, USRE as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslydocuments will be delivered: (a) RRAI MedaCure will deliver, or will cause to be delivered, to VMTI Jump’n Jax the following: (i) a certificate executed by the President and Secretary Board of RRAI Directors of MedaCure to the effect that all representations and warranties made by RRAI MedaCure under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to VMTI Jump’n Jax or Merger Sub on said datedate and that MedaCure has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the State state of Illinois MedaCure’s domicile dated at or about within five business days of the Closing to the effect that RRAI MedaCure is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to Agreement and the other Transaction Documents; (iv) certified copies of resolutions of RRAI's adopted by the MedaCure Board of Directors approving the Merger Agreement and other Transaction Documents related to and authorizing this transaction and an the Merger; (v) the opinion of MedaCure’s counsel of RRAI as described in Section 9(i) above; and (vi) all other items, the delivery of which is a condition precedent to the obligations of Jump’n Jax and Merger Sub, as set forth herein;. (b) VMTI Jump’n Jax and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersMedaCure: (i) stock certificates representing those shares securities of VMTI Shares Jump’n Jax to be issued MedaCure Stockholders as a part of the Exchange Merger as described in Section 1 2 hereof; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIJump’n Jax and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Jump’n Jax and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI MedaCure on said date; and that each of Jump’n Jax and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii) certified copies of resolutions adopted by VMTI's Jump’n Jax’s and Merger Sub’s Board of Directors and Merger Sub’s sole stockholder approving the Merger Agreement and authorizing this transactionthe Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Jump’n Jax approving the matters described in Section 7(e) above; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of Jump’n Jax and Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) executed copy of the Certificate of Merger for filing in the State of Nevada; (vi) opinion of VMTI's Jump’n Jax’s counsel as described in Section 4.1 (h8(m) above; (vivii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viiviii) resignations written resignation of existing officers Lane S. Xxxxxxxx as an officer and directors director of VMTI, as set forth in the Agreement;Jump’n Jax; and (viiiix) all other items, the delivery of which is a condition precedent to the obligations of VMTIMedaCure, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI NEAH will deliver, or will cause to be delivered, to VMTI GROWTH the following: (i) a certificate executed by the President and Secretary of RRAI NEAH to the effect that all representations and warranties made by RRAI NEAH under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI GROWTH on said date; (ii) a certificate from the State of Illinois Washington dated at or about the Closing to the effect that RRAI NEAH is in good standing validly existing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI NEAH Shareholder; (iv) Stock certificates representing those shares of RRAI Shares NEAH to be cancelled and exchanged for VMTI;the Merger Shares. (v) such all other instrumentsitems, documents and certificates, if anythe delivery of which is a condition precedent to the obligations of GROWTH, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;set forth in Section 4. (b) VMTI GROWTH will deliver or cause to be delivered to RRAI NEAH and the RRAI ShareholdersNEAH SECURITY HOLDERS: (i) stock certificates representing those shares of VMTI all Merger Shares to be issued as a part of the Exchange Merger as described in Section 1 I hereof; (ii) a certificate from VMTI GROWTH executed by the President or Secretary of VMTIGROWTH, to the effect that all representations and warranties of VMTI GROWTH made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI NEAH on said date; (iii) certified copies of resolutions by VMTI's GROWTH Board of Directors authorizing this transaction; and an opinion of GROWTH counsel as described in Section 4 above; (iv) certificates from the Illinois Nevada Secretary of State dated at or about the Closing Date that VMTI GROWTH is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTINEAH, as set forth in Section 4 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI IVI will deliver, or will cause to be delivered, to VMTI MCL the following: (i) a certificate executed by the President and Secretary of RRAI IVI to the effect that all representations and warranties made by RRAI IVI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI MCL on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of IVI dated at or about the Closing to the effect that RRAI IVI is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderIVI Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors IVI authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of MCL as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI MCL will deliver or cause to be delivered to RRAI and the RRAI ShareholdersIVI: (i) stock certificates representing those shares of VMTI the MCL Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIMCL, to the effect that all representations and warranties of VMTI MCL made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI IVI on said date; (iii) certified copies of resolutions adopted by VMTIMCL's Board board of Directors directors and MCL's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of MCL dated at or about the Closing Date that VMTI MCL is in good standing under the laws of said Statestate; (v) opinion of VMTIMCL's counsel as described in Section 4.1 (h11(l) above; (vi) such other instruments resignation of the existing officer and documents as are required to be delivered pursuant to the provisions director of this AgreementMCL; (vii) resignations all corporate and financial records of existing officers and directors of VMTI, as set forth in the Agreement;MCL; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIIVI, as set forth in Section 4 12 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Circle will deliver, or will cause to be delivered, to VMTI Vanguard the following: (i) a certificate executed by the President and Secretary of RRAI Circle to the effect that all representations and warranties made by RRAI Circle under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Vanguard on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Circle dated at or about the Closing to the effect that RRAI Circle is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderCircle Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors Circle authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of Vanguard as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI Vanguard will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCircle: (i) stock certificates representing those shares of VMTI the Vanguard Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIVanguard, to the effect that all representations and warranties of VMTI Vanguard made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Circle on said date; (iii) certified copies of resolutions adopted by VMTIVanguard's Board board of Directors directors and Vanguard's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of Vanguard dated at or about the Closing Date that VMTI Vanguard is in good standing under the laws of said Statestate; (v) opinion of VMTIVanguard's counsel as described in Section 4.1 (h11(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers officer and directors director of VMTI, as set forth in the AgreementVanguard; (viii) all corporate and financial records of Vanguard; and (ix) all other items, the delivery of which is a condition precedent to the obligations of VMTICircle, as set forth in Section 4 12 hereof.

Documents at Closing. At the or prior to Closing, Borrower shall deliver to Bankers’ each of the following transactions shall occurdocuments duly authorized, all of such transactions being deemed and executed, and in form acceptable to occur simultaneouslyBankers’: (a) RRAI will deliver, or will cause to be delivered, to VMTI the following: (i) a certificate executed by the President and Secretary of RRAI to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this This Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI will deliver or cause The Term Note (Exhibit “A”) evidencing the obligation of Borrower to be delivered to RRAI and the RRAI Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered Bankers’ pursuant to the provisions of this Agreement; (viic) resignations The Stock Pledge and Security Agreement attached hereto as Exhibit “B”, together with original Certificates representing the shares specified in Subsection 1.2 hereof, (clear of existing officers all liens and directors of VMTI, as set forth in the Agreementencumbrances) with duly executed stock powers; (viiid) all other itemsCertificates executed by Borrower affirming that, as of the date of Closing (i) the representations and warranties set forth herein are true, complete and accurate; (ii) Borrower is not in breach of any covenants contained herein; and (iii) no Event of Default has occurred or is existing; (e) An Opinion of Counsel for Borrower dated the date of Closing in the form of Exhibit “C”, attached hereto and otherwise in form and substance satisfactory to Bankers’ in its sole discretion; (f) A copy of the Articles of Incorporation of Borrower, Citizens and Farmers, and a copy of the By-Laws of each said Organization, certified by the Secretary of each of said Organizations to be true, complete and correct copies thereof, as of the date of Closing; (g) Copies of Minutes of Borrower, certified by its Secretary, evidencing due and proper authorization for Borrower to enter into this Agreement, the delivery Stock Pledge and Security Agreement, the Term Note and supplemental documents thereto and to engage in the acts and transactions specified therein; (h) A Certificate of the Secretary of Borrower certifying the names of the officers authorized to execute and deliver this Agreement, the Note, the Stock Pledge and Security Agreement and other documents supplemental thereto and to which the Borrower is a condition precedent party, together with the true signatures of such officers so authorized; (i) Borrower’s check in an amount sufficient too pay the costs of preparation of this Loan Agreement, supplemental documents and closing this loan transaction. (j) Such other documents and instruments as Bankers’ may request to insure the obligations binding effect in accordance with the terms thereof of VMTIany document supplemental to this Agreement, as set forth in Section 4 hereofor to affect the intent of this Agreement.

Documents at Closing. At Prior to, or at the ClosingClosing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI WOW will deliver, or will cause to be delivered, to VMTI 3Pea the following: (i) a certificate executed by the President and Secretary of RRAI WOW to the effect that all representations and warranties made by RRAI WOW under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI 3Pea on said datedate attached as Schedule 8.1.1; (ii) articles of incorporation and any amendments thereto, bylaws and amendments thereto, certificate of good standing in the state of incorporation; (iii) all applicable Schedules hereto; (iv) all minutes and resolutions of board of directors and shareholders meetings of WOW; (v) a true and correct, certified shareholders list current as of the date of Closing from Integrity Stock Transfer detailing shareholders of record of 53,480,288 shares outstanding; (vi) all financial statements and tax returns of WOW; (vii) a resolution from WOW’s current directors appointing designees of 3Pea to the Board of Directors attached as Schedule 8.1.7;\ (viii) letters of resignation from WOW’s current officers and directors to be effective upon the Initial Closing and after appointments described in this section attached as Schedule 8.1.8; (ix) copies of board resolutions approving this transaction; (x) any other document reasonably requested by 3Pea that it deems necessary for the consummation of the transactions; (xi) all Bank Records and Statements, Registers, Checkbooks, Debit and Credit Cards related to the corporate bank account as well as any other credit or debit accounts in the name of the corporation currently in the possession of WOW; (xii) a certificate from the Secretary of State of Illinois Nevada dated at or about within 30 days of the Closing to the effect that RRAI WOW is in good standing under the laws of said State; (iiixiii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing a minimum of 50.1 percent (50.1%) of those shares of RRAI Shares WOW to be exchanged for VMTIExchange Shares will be delivered, if legally possible, along with duly executed powers transferring such certificates to 3Pea; (vxiv) such all other instrumentsitems, documents and certificates, if anythe delivery of which is a condition precedent to the obligations of 3Pea, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described hereinset forth in Section 5; (b) VMTI 3Pea will deliver or cause to be delivered to RRAI and WOW and/or its Shareholders newly issued shares of its common stock for the RRAI Shareholders:Exchange Shares; (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI 3Pea executed by the President or Secretary of VMTI3Pea, to the effect that all representations and an warranties of VMTI 3Pea made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI WOW on said date; (ii) all applicable Exhibits hereto; (iii) certified copies of resolutions by VMTI's 3Pea Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State of Nevada dated at or about within 30 days of the Closing Date that VMTI 3Pea is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIWOW, as set forth in Section 4 5 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe -------------------- delivered: (a) RRAI CAHR will deliver, or will cause to be delivered, to VMTI VHI the following: (i) a certificate executed by the President and Secretary of RRAI CAHR to the effect that to the best of their knowledge and belief all representations and warranties made by RRAI regarding CAHR under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI VHI on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of CAHR dated at or about the Closing to the effect that RRAI CAHR is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations corporate resolutions of CAHR's Board of Directors authorizing the transactions described in the form executed by each RRAI Shareholderthis Agreement; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI VHI, as described set forth herein; (b) VMTI The CAHR Stockholders will deliver or cause to be delivered to RRAI and VHI: (i) The certificates representing their respective CAHR Shares; (ii) Investment Letters in the RRAI Shareholdersform attached hereto as Exhibit "B" executed by each of the CAHR Stockholders; (c) VHI will deliver or cause to be delivered to the CAHR Stockholders: (i) stock certificates representing those shares securities of VMTI Shares VHI to be issued as a part of the Exchange exchange as described in Section 1 Sections 2 and 6 hereof; (ii) a certificate from VMTI executed by of the President or and Secretary of VMTIVHI, to the effect that that, to the best of their knowledge and belief, all representations and warranties of VMTI VHI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the CAHR Stockholders on said date; (iii) certified copies of resolutions adopted by VMTIVHI's Board of Directors authorizing this transactionthe transactions described herein and all related matters and such consents of VHI's stockholders as are required to consummate the transactions described herein; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTIVHI's counsel as described in Section 4.1 (h11.(j) above; (viv) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;VHI?????[at execution]; and (viiivii) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe CAHR Stockholders, as set forth in Section 4 11 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Ideas will deliver, or will cause to be delivered, to VMTI FreeSoftwareClub the following: (i) a certificate executed by the President and Secretary of RRAI Ideas to the effect that all representations and warranties made by RRAI Ideas under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI FreeSoftwareClub on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Ideas dated at or about the Closing to the effect that RRAI Ideas is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderIdeas Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors Ideas authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of Ideas as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI FreeSoftwareClub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersIdeas: (i) stock certificates representing those shares of VMTI the FreeSoftwareClub Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIFreeSoftwareClub, to the effect that all representations and warranties of VMTI FreeSoftwareClub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Ideas on said date; (iii) certified copies of resolutions adopted by VMTIFreeSoftwareClub's Board board of Directors directors authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of FreeSoftwareClub dated at or about the Closing Date that VMTI FreeSoftwareClub is in good standing under the laws of said Statestate; (v) opinion of VMTIFreeSoftwareClub's counsel as described in Section 4.1 (h11(j) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers and directors of VMTI, as set forth in the Agreement;FreeSoftwareClub; and (viii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereofFreeSoftwareClub.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Earth Care will deliver, or will cause to be delivered, to VMTI ESB the following: (i) a certificate executed by the President and Secretary of RRAI Earth Care to the effect that all representations and warranties made by RRAI Earth Care under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI ESB or ERI on said date; (ii) a certificate from the State state of Illinois incorporation of Earth Care dated at or about the Closing to the effect that RRAI Earth Care is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "F" executed by each RRAI historical Earth Care Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions by the shareholders and directors of RRAI's Board of Directors Earth Care authorizing this transaction transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and an ERI, as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 9(e) hereof. (b) VMTI ESB and ERI will deliver or cause to be delivered to RRAI and the RRAI ShareholdersEarth Care: (i) stock certificates and warrants representing those shares securities of VMTI Shares ESB to be issued as a part of the Exchange exchange as described in Section 1 2 hereof; (ii) a certificate from VMTI executed by of the President or President/Secretary of VMTIESB and ERI, respectively, to the effect that all representations and warranties of VMTI ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Earth Care on said date; (iii) certified copies of resolutions adopted by VMTIESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing this transactionthe Merger and all related matters; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of ESB and ERI dated at or about the Closing Date that VMTI is each of said companies are in good standing under the laws of said Statestate; (v) opinion of VMTIESB's counsel as described in Section 4.1 (h9(n) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;ESB and ERI; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIEarth Care, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI BOOM will deliver, or will cause to be delivered, to VMTI RES the following: (i1) a certificate executed by the President and Secretary Chief Executive Officer of RRAI BOOM to the effect that all representations and warranties made by RRAI BOOM under this Agreement are true and correct as of the ClosingClosing and as of the Effective Date, the same as though originally given to VMTI RES or RES Sub on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v2) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (3) executed copy of the Articles of Merger for filing in Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of RRAI's Board BOOM authorizing the Merger; (5) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of RES and an opinion of counsel of RRAI RES Sub, as described set forth herein;; and (b) VMTI RES and RES Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersBOOM: (i1) stock certificates representing those shares securities of VMTI Shares RES to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTI, RES to the effect that all representations and warranties of VMTI RES made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii3) certified copies of resolutions adopted by VMTI's RES’s Board of Directors authorizing this transactionthe Merger and all related matters; (iv4) certificates from executed copy of the Illinois Secretary Articles of State dated at or about the Closing Date that VMTI is Merger for filing in good standing under the laws of said StateNevada; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi5) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii6) resignations written resignation of existing all of the officers and directors of VMTI, as set forth in the AgreementRES pursuant to Section 2(c)(1); (viii7) Stock Cancellation Agreement, signed by the Principal; (8) Representation Letter signed by the Principal; and (9) all other items, the delivery of which is a condition precedent to the obligations of VMTIBOOM, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Bioaccelerate will deliver, or will cause to be delivered, to VMTI MODS the following: (i) a certificate executed by the President and Secretary of RRAI Bioaccelerate to the effect that all representations and warranties made by RRAI Bioaccelerate under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI MODS on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Bioaccelerate dated at or about the Closing to the effect that RRAI Bioaccelerate is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderBioaccelerate Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and/or directors of RRAI's Board of Directors Bioaccelerate authorizing this transaction and an opinion transaction; and (vi) all other items, the delivery of counsel which is a condition precedent to the obligations of RRAI MODS as described set forth herein;. (b) VMTI MODS will deliver or cause to be delivered to RRAI and the RRAI ShareholdersBioaccelerate: (i) stock certificates representing those shares of VMTI the MODS Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIMODS, to the effect that all representations and warranties of VMTI MODS made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Bioaccelerate on said date; (iii) certified copies of resolutions adopted by VMTIMODS's Board board of Directors directors and MODS's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of MODS dated at or about the Closing Date that VMTI MODS is in good standing under the laws of said Statestate; (v) opinion of VMTIMODS's counsel as described in Section 4.1 (h11(k) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers officer and directors director of VMTI, as set forth in the AgreementMODS; (viii) all corporate and financial records of MODS; and (ix) all other items, the delivery of which is a condition precedent to the obligations of VMTIBioaccelerate , as set forth in Section 4 12 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI EGTH will deliver, or will cause to be delivered, to VMTI the Company the following: (i) a certificate executed by the President and Secretary of RRAI EGTH to the effect that to the best of their knowledge and belief all representations and warranties made by RRAI regarding EGTH under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI the Company on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of EGTH dated at or about the Closing to the effect that RRAI EGTH is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations corporate resolutions of EGTH's Board of Directors authorizing the transactions described in the form executed by each RRAI Shareholderthis Agreement; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI the Company as described set forth herein; (b) VMTI The EGTH Stockholders will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCompany: (i) The certificates representing their respective EGTH Shares as set forth on Exhibit "A" hereto; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the EGTH Stockholders; (c) The Company will deliver or cause to be delivered to EGTH on behalf of the EGTH Stockholders: (i) stock certificates representing those shares securities of VMTI Shares the Company to be issued as a part of the Exchange exchange as described in Section 1 Sections 2 and 6 hereof; (ii) a certificate from VMTI executed by of the President or and Secretary of VMTIthe Company, to the effect that that, to the best of his knowledge and belief, all representations and warranties of VMTI the Company made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the EGTH Stockholders on said date; (iii) certified copies of resolutions adopted by VMTIthe Company's Board of Directors authorizing this transactionthe transactions described herein and all related matters and such consents of the Company's Board of Directors as are required to consummate the transactions described herein; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of the Company dated at or about the Closing Date that VMTI said corporation is in good standing under the laws of said Statejurisdiction; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the AgreementCompany; (vii) written consent of the sole director of the Company appointing the EGTH Stockholders' nominee(s) to the Company's Board of Directors; (viii) a copy of the Company's Rule 10-17 correspondence to NASDAQ Market Operations relating to the Company's 100:1 reverse stock split undertaken prior to the Closing; (ix) a copy of the Company's request for a change of CUSIP number onan expedited basis with the CUSIP Service Bureau of Standard & Poors relating to such above-described reverse stock split; (x) the tradeability opinion of the Company's corporate and securities counsel as discussed in Section 9 (r) herein; and (xi) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe EGTH Stockholders, as set forth in Section 4 11 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Seller will deliver, or will cause to be delivered, to VMTI Purchaser the following: (i) a certificate executed by the President and Secretary an officer of RRAI Seller to the effect that to the best of his knowledge and belief all representations and warranties made by RRAI regarding the Company under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI the Purchaser on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of the Company dated at or about the Closing to the effect that RRAI enSurge is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form approved by Purchaser executed by each RRAI Shareholderthe Seller; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI the Purchaser, as described set forth herein;; and (b) VMTI The Purchaser will deliver or cause to be delivered to RRAI and the RRAI ShareholdersSeller: (i) stock certificates representing those shares securities of VMTI Shares the Purchaser to be issued as a part of the Exchange exchange as described in Section 1 Sections 2 and 6 hereof; (ii) a certificate from VMTI executed by of the President or President/Secretary of VMTIthe Purchaser, to the effect that all representations and warranties of VMTI the Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Seller on said date; (iii) certified copies of resolutions adopted by VMTIthe Purchaser's Board board of Directors directors and the Purchaser's stockholders authorizing this transactionthe transactions described herein and all related matters; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of the Purchaser dated at or about the Closing Date that VMTI said corporation is in good standing under the laws of said Statejurisdiction; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement; (viii) Purchaser; and all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Seller, as set forth in Section 4 11 hereof. (vii) The Purchaser shall have funds in a minimum amount of $250,000 available to the Company for it's growth capital needs, and shall agree to use it's best efforts to acquire additional capital in the amount of $750,000 to be used by, or on behalf of the Company.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslydocuments will be delivered: (a) RRAI Farmhouse will deliver, or will cause to be delivered, to VMTI Westgate the following:; (i) a certificate executed by the President and Secretary Presidents of RRAI Farmhouse to the effect that all representations and warranties made by RRAI Farmhouse under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to VMTI Westgate or Merger Sub on said datedate and that Farmhouse has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Farmhouse on or prior to the Effective Time of the Merger; (ii) a certificate from the State state of Illinois Farmhouse’ incorporation dated at or about within five (5) business days of the Closing to the effect that RRAI each respective corporation is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited ; (iv) an executed copy of the Articles of Merger related to the Merger contemplated by this Agreement for filing in Washington and Utah; (v) certified copies of resolutions of RRAI's adopted by Farmhouse’ Board of Directors authorizing this transaction approving the Merger Agreement and an opinion other Transaction Documents related to the Merger; and (vi) all other items, the delivery of counsel which is a condition precedent to the obligations of RRAI Westgate and Merger Sub, as described herein;set forth in Section 9 above. (b) VMTI Westgate and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI Shareholders:Farmhouse; (i) stock certificates representing those shares securities of VMTI Shares Westgate to be issued to Farmhouse Stockholders as a part of the Exchange Merger as described in Section 1 2(c) hereof; (ii) a certificate from VMTI executed by of the President or Secretary Presidents of VMTIWestgate and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Westgate and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; and that each of Westgate and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii) certified copies of resolutions adopted by VMTI's Board Westgate’s and Merger Sub’s Boards of Directors and Merger Sub’s sole stockholder approving the Merger Agreement and authorizing this transactionthe Merger and all related matters; (iv) certificates from the Illinois Secretary jurisdictions of State incorporation of Westgate and Merger Sub dated at or about within five (5) business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) opinion an executed copy of VMTI's counsel as described the Articles of Merger for filing in Section 4.1 (h) aboveWashington; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;; and (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, Farmhouse as set forth in Section 4 8 hereof.

Documents at Closing. At Between the Closingdate hereof and the Delivery Date, -------------------- the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Principal Officers will deliver, or will cause to be delivered, to VMTI Acquiror the following: (i1) stock certificates for the stock of Acquiree being tendered hereunder, duly endorsed in blank, (2) all corporate records of Acquiree, including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Delivery Date), stock books, stock transfer books, corporate seals, and such other corporate books and records as may reasonably requested for review by Acquiror and its counsel; (3) a certificate executed by of the President and Secretary of RRAI Acquiree to the effect that all representations and warranties of Acquiree made by RRAI under this Agreement are true reaffirmed on the Closing Date and correct as of the ClosingDelivery Date, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI Acquiror will deliver or cause to be delivered to RRAI Stockholders of Acquiree, Principal Officers and the RRAI ShareholdersAcquiree: (i1) stock certificates representing those shares of VMTI Shares for Common and Preferred Stock to be issued as a part of the Exchange exchange as described in Section 1 hereoflisted on Exhibit "A" after the date of approval of this transaction by the Acquiror shareholders; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTI, Acquiror to the effect that all representations and warranties of VMTI Acquiror made under this Agreement are true reaffirmed on the Closing Date and correct as of the ClosingDelivery Date, the same as though originally given to RRAI on said date; (iii3) certified copies of resolutions by VMTIAcquiror's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi4) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Green Stockholder will deliver, or will cause to be delivered, to VMTI PFC the following: (i) a certificate executed by the President and Secretary of RRAI Green to the effect that to the best of his knowledge and belief all representations and warranties made by RRAI regarding Green and the Green Subsidiaries under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI PFC on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Green dated at or about the Closing to the effect that RRAI Green is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations Letter in the form attached hereto as Exhibit "D" executed by each RRAI Shareholderthe Green Stockholder; (iv) Stock certificates representing those shares corporate resolutions of RRAI Shares to be exchanged for VMTIGreen authorizing the transactions described in this Agreement; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (vi) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI PFC, as described set forth herein;; and (b) VMTI PFC will deliver or cause to be delivered to RRAI and the RRAI ShareholdersGreen Stockholder: (i) stock certificates representing those shares securities of VMTI Shares PFC to be issued as a part of the Exchange exchange as described in Section 1 Sections 2 and 6 hereof; (ii) a certificate from VMTI executed by of the President or President/Secretary of VMTIPFC, to the effect that all representations and warranties of VMTI PFC made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Green Stockholder on said date; (iii) certified copies of resolutions adopted by VMTIPFC's Board board of Directors directors and PFC's stockholders authorizing this transactionthe transactions described herein and all related matters; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of PFC dated at or about the Closing Date that VMTI said corporation is in good standing under the laws of said Statejurisdiction; (v) opinion of VMTIPFC's counsel as described in Section 4.1 (h12.(j) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;PFC; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Green Stockholder, as set forth in Section 4 12 hereof.

Documents at Closing. At the Closing, which shall be subsequent to all conditions in Section 3.8 being approved by a majority of the voting shares of its Members, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI GSI will deliver, or will cause to be delivered, to VMTI KETLF the following: (i) a certificate executed by the President and Secretary of RRAI GSI to the effect that all representations and warranties made by RRAI GSI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI KETLF on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of GSI dated at or about the Closing to the effect that RRAI GSI is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, stock certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (iv) certified copies of resolutions adopted by the directors of RRAI's Board of Directors GSI authorizing this transaction and an opinion transaction; and (v) all other items, the delivery of counsel which is a condition precedent to the obligations of RRAI GSI as described set forth herein;. (b) VMTI KETLF will deliver or cause to be delivered to RRAI and the RRAI ShareholdersGSI: (i) stock certificates representing those shares of VMTI the KETLF Shares to be issued as a part of the Exchange as described in Section 1 hereofPurchase Price; (ii) a certificate from VMTI executed by representation letter of the President or Secretary of VMTIKETLF, to the effect that all representations and warranties of VMTI KETLF made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI GSI on said date; (iii) certified copies of resolutions adopted by VMTIKETLF's Board board of Directors directors authorizing this transactionthe transaction contemplated hereunder and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of KETLF dated at or about the Closing Date that VMTI KETLF is in good standing under the laws of said Statejurisdiction; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of the existing officers and directors of VMTI, KETLF and appointment of new officers and directors as set forth in the Agreementdirected by GSI; (vii) all corporate and financial records of KETLF; and (viii) Representation letter from all other itemsboard members of KETLF that as at closing the company assets are comprised of patents as disclosed in its 20F filing of December 31, the delivery of which is a condition precedent to the obligations of VMTI, 2002 and liabilities or contingent liabilities as set forth described in Section 4 hereof.Exhibit B.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Company will deliver, or will cause to be delivered, to VMTI Parent the following: (i1) a certificate executed by the President and Secretary of RRAI the Company to the effect that all representations and warranties made by RRAI the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time, the same as though originally given to VMTI Parent or Merger Sub on said date; (ii2) a certificate from the State state of Illinois the Company’s organization dated at or about within five business days of the Closing to the effect that RRAI the Company is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) an executed copy of the LLC Certificate of Merger for filing in Delaware; (5) certified copies of resolutions adopted by the members and Manager of RRAI's Board the Company authorizing the Merger; (6) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of Parent and an Merger Sub, as set forth herein; and (7) the legal opinion of counsel of RRAI as described herein;required by Section 8(d) hereof. (b) VMTI Parent and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCompany: (i1) stock certificates representing those shares securities of VMTI Shares Parent to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIParent and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Parent and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Company on said date; (iii3) certified copies of resolutions adopted by VMTI's Parent’s Board of Directors and, if applicable, stockholders, and the Manager of Merger Sub and its members, if applicable, authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of Parent and organization of Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) opinion of VMTI's Parent’s counsel as described in Section 4.1 (h7(m) above; (vi6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii7) resignations written resignation of existing all of the officers and directors of VMTI, Parent and Merger Sub and written appointment of the Company nominees as set forth in the Agreement;directors and officers; and (viii) 8) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Company, as set forth in Section 4 7 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI TRXADE will deliver, or will cause to be delivered, to VMTI XCEL the following: (i1) a certificate executed by the President and Secretary & CEO of RRAI TRXADE to the effect that all representations and warranties made by RRAI TRXADE under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI XCEL on said date; (ii2) a certificate from the State state of Illinois TRXADE's incorporation dated at or about within five business days of the Closing to the effect that RRAI TRXADE is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) executed copy of the Articles of Merger for filing in Nevada; (5) certified copies of resolutions adopted by the stockholders and directors of RRAI's Board TRXADE authorizing the Merger; (6) all other items, the delivery of Directors authorizing this transaction and an opinion which is a condition precedent to the obligations of counsel of RRAI XCEL, as described set forth herein;; and (b) VMTI XCEL will deliver or cause to be delivered to RRAI and the RRAI ShareholdersTRXADE: (i1) stock certificates representing those shares securities of VMTI Shares XCEL to be issued as a part of the Exchange Merger as described in Section 1 3 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary & CEO of VMTI, XCEL to the effect that all representations and warranties of VMTI XCEL made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI TRXADE on said date; (iii3) certified copies of resolutions adopted by VMTIXCEL's Board of Directors authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of XCEL dated at or about within five business days of the Closing Date that VMTI said corporations is in good standing under the laws of said StateDelaware; (v5) opinion executed copy of VMTI's counsel as described the Certificate of Merger for filing in Section 4.1 (h) aboveDelaware; (vi6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii7) resignations written resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;XCEL; and (viii) 8) all other items, the delivery of which is a condition precedent to the obligations of VMTITRXADE, as set forth in Section 4 9 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI VIB will deliver, or will cause to be delivered, to VMTI Faraday the following: (i) a certificate executed by the President and Secretary of RRAI VIB to the effect that all representations and warranties made by RRAI VIB under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Faraday or Homenet on said date; (ii) a certificate from the State state of Illinois VIB's incorporation dated at or about the Closing to the effect that RRAI VIB is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in certified copies of resolutions adopted by VIB's Board of Directors and stockholders authorizing the form executed by each RRAI ShareholderMerger and all related matters; (iv) Stock certificates representing those shares Investment Letters in the form attached hereto as Exhibit "C" executed by each VIB Stockholder (including holders of RRAI Shares to be exchanged for VMTIoutstanding options, warrants and other convertible securities); (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified ; (vi) executed copies of resolutions the Plan, Articles and Certificate of RRAI's Board Merger for filing; and (vii) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of Faraday and an opinion of counsel of RRAI Homenet, as described set forth herein;. (b) VMTI Faraday and Homenet will deliver or cause to be delivered to RRAI and the RRAI ShareholdersVIB: (i) stock certificates representing those shares securities of VMTI Shares Faraday to be issued as a part of the Exchange exchange as described in Section 1 2 hereof; (ii) a certificate from VMTI executed by of the President or President/Secretary of VMTIFaraday and Homenet, respectively, to the effect that all representations and warranties of VMTI Faraday and Homenet made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI VIB on said date; (iii) certified copies of resolutions adopted by VMTIFaraday' and Homenet's Board of Directors and Homenet's stockholders authorizing this transactionthe Merger and all related matters; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of Faraday and Homenet dated at or about the Closing Date that VMTI each of said companies is in good standing under the laws of said Statestate; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of existing officers the sole officer and directors director of VMTI, as set forth in the Agreement;Faraday and Homenet; and (viiivii) all other items, the delivery of which is a condition precedent to the obligations of VMTIVIB, as set forth in Section 4 hereofherein.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Company will deliver, or will cause to be delivered, to VMTI Parent the following: (i1) a certificate executed by the President and Secretary Chief Financial Officer of RRAI the Company to the effect that all representations and warranties made by RRAI the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time, the same as though originally given to VMTI Parent or Merger Sub on said date; (ii2) a certificate from the State state of Illinois the Company’s organization dated at or about within five business days of the Closing to the effect that RRAI the Company is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) an executed copy of the LLC Certificate of Merger for filing in Delaware; (5) certified copies of resolutions adopted by the members and Managers of RRAI's Board the Company authorizing the Merger; (6) written resignation of Directors authorizing this transaction all of the officers and an opinion managers of counsel of RRAI Parent as described in Section 8(c) hereof; (7) all other items, the delivery of which is a condition precedent to the obligations of Parent and Merger Sub, as set forth herein; (8) documentation evidencing completion and effectiveness of the Company Debt Restructuring, if and to the extent required; and (9) a confirmation signed by each member of the Company confirming that such member (a) is an “accredited investor”, (b) VMTI will take the Company Common Stock and Company Series B Preferred Stock for investment and not resale, (c) understands that the resale of the Company Common Stock and Company Series B Preferred Stock is restricted, and (d) is aware of such other matters and with such other confirmations as the Parent or its legal counsel may reasonably request in order for the Parent to confirm an exemption from registration under the Securities Act of the issuance of the Company Common Stock and Company Series B Preferred Stock to the members of the Company (each a “Member Certification”). (b) Parent and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCompany: (i1) stock certificates representing those shares securities of VMTI Shares Parent to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIParent and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Parent and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Company on said date; (iii3) certified copies of resolutions adopted by VMTI's Parent’s Board of Directors and, the Manager of Merger Sub and its member, authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of Parent and organization of Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi5) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii6) resignations documentation evidencing completion and effectiveness of existing officers and directors of VMTI, as set forth in the AgreementParent Debt Restructuring; (viii7) documentation evidencing the receipt of all Parent Required Approvals; and (8) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Company, as set forth in Section 4 7 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslydocuments will be delivered: (a) RRAI HECI will deliver, or will cause to be delivered, to VMTI Green Mt. the following: (i) a certificate executed by the President and Secretary of RRAI HECI to the effect that all representations and warranties made by RRAI HECI under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to VMTI Green Mt. or Merger Sub on said datedate and that HECI has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the State state of Illinois HECI's incorporation dated at or about within five business days of the Closing to the effect that RRAI HECI is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to Agreement and the other Transaction Documents; (iv) executed copy of the Certificate of Merger for filing in Iowa; (v) certified copies of resolutions adopted by HECI Stockholders and the directors of RRAI's Board of Directors HECI approving the Merger Agreement and other Transaction Documents and authorizing this transaction and an the Merger; (vi) the opinion of HECI's counsel of RRAI as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Green Mt. and Merger Sub, as set forth herein;. (b) VMTI Green Mt. and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersHECI: (i) stock certificates representing those shares securities of VMTI Shares Green Mt. to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIGreen Mt. and Merger Sub, respectively, to the effect that all representations and warranties of VMTI Green Mt. and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI HECI on said date; and that each of Green Mt. and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (iii) certified copies of resolutions adopted by VMTIGreen Mt.'s and Merger Sub's Board of Directors and Merger Sub's sole stockholder approving the Merger Agreement and authorizing this transaction;the Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Green Mt. approving the matters described in Section 7(e) above. (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of Green Mt. and Merger Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) executed copy of the Certificate of Merger for filing in Nevada; (vi) opinion of VMTIGreen Mt.'s counsel as described in Section 4.1 (h8(m) above; (vivii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viiviii) resignations written resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement;Green Mt. and Merger Sub; and (viiiix) all other items, the delivery of which is a condition precedent to the obligations of VMTIHECI, as set forth in Section 4 8 hereof.

Documents at Closing. At the or prior to Closing, Borrower shall deliver to Bankers’ each of the following transactions shall occurdocuments duly authorized, all of such transactions being deemed and executed, and in form acceptable to occur simultaneouslyBankers’: (a) RRAI will deliver, or will cause to be delivered, to VMTI the following: (i) a certificate executed by the President and Secretary of RRAI to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this This Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI will deliver or cause to be delivered to RRAI The Term Note and the RRAI Shareholders: Promissory Note (iExhibits “A” and “B”) stock certificates representing those shares evidencing the obligation of VMTI Shares Borrower to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered Bankers’ pursuant to the provisions of this Agreement; (viic) resignations The Stock Pledge and Security Agreement attached hereto as Exhibit “C”, together with original Certificates representing the shares specified in Subsection 1.2 hereof, (clear of existing officers all liens and directors of VMTI, as set forth in the Agreementencumbrances) with duly executed stock powers; (viiid) all other itemsCertificates executed by Borrower affirming that, as of the date of Closing (i) the representations and warranties set forth herein are true, complete and accurate; (ii) Borrower is not in breach of any covenants contained herein; and (iii) no Event of Default has occurred or is existing; (e) An Opinion of Counsel for Borrower dated the date of Closing in the form of Exhibit “D”, attached hereto and otherwise in form and substance satisfactory to Bankers’ in its sole discretion; (f) A copy of the Articles of Incorporation of Borrower, Citizens and Farmers, and a copy of the By-Laws of each said Organization, certified by the Secretary of each of said Organizations to be true, complete and correct copies thereof, as of the date of Closing; (g) Copies of Minutes of Borrower, certified by its Secretary, evidencing due and proper authorization for Borrower to enter into this Agreement, the delivery Stock Pledge Agreement and Security Agreement, the Term Note and the Promissory Note and supplemental documents thereto and to engage in the acts and transactions specified therein; (h) A Certificate of the Secretary of Borrower certifying the names of the officers authorized to execute and deliver this Agreement, the Note, the Stock Pledge and Security Agreement and other documents supplemental thereto and to which the Borrower is a condition precedent party, together with the true signatures of such officers so authorized; (i) Borrower’s check in an amount sufficient too pay the costs of preparation of this Loan Agreement, supplemental documents and closing this loan transaction. (j) Such other documents and instruments as Bankers’ may request to insure the obligations binding effect in accordance with the terms thereof of VMTIany document supplemental to this Agreement, as set forth in Section 4 hereofor to effect the intent of this Agreement.

Documents at Closing. At the or prior to Closing, Borrower shall deliver to Bankers’ each of the following transactions shall occurdocuments duly authorized, all of such transactions being deemed and executed, and in form acceptable to occur simultaneouslyBankers’: (a) RRAI will deliver, or will cause to be delivered, to VMTI the following: (i) a certificate executed by the President and Secretary of RRAI to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this This Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein; (b) VMTI will deliver or cause The Note (Exhibit “A”) evidencing the obligation of Borrower to be delivered to RRAI and the RRAI Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered Bankers’ pursuant to the provisions of this Agreement; (viic) resignations The Stock Pledge and Security Agreement attached hereto as Exhibit “B”, together with original Certificates representing the shares specified in Subsection 1.2 hereof, (clear of existing officers all liens and directors of VMTI, as set forth in the Agreementencumbrances) with duly executed stock powers; (viiid) all Certificates executed by Borrower affirming that, as of the date of Closing (i) the representations and warranties set forth herein are true, complete and accurate; (ii) Borrower is not in breach of any covenants contained herein; and (iii) no Event of Default has occurred or is existing; (e) An Opinion of Counsel for Borrower dated the date of Closing in the form of Exhibit “C”, attached hereto and otherwise in form and substance satisfactory to Bankers’ in its sole discretion; (f) A copy of the Articles of Incorporation of Borrower, and of Bank, and a copy of the By-Laws of each of said Organizations, certified by the Secretary of each of said Organizations to be true, complete and correct copies thereof, as of the date of Closing; (g) Copies of Minutes of Borrower, certified by its Secretary, evidencing due and proper authorization for such Secretary, or other itemsproper officer, to enter into this Agreement, the delivery of which is a condition precedent to Stock Pledge and Security Agreement, the obligations of VMTINote, and supplemental documents thereto, as set forth required hereunder, and to engage in Section 4 hereofthe acts and transactions specified therein; (h) A Certificate of the Secretary of Borrower, certifying the names of the officers authorized to execute and deliver this Agreement, the Note, the Stock Pledge and Security Agreement and other documents supplemental thereto and to which they are a party, together with the true signatures of such officers so authorized; (i) Borrower’s check in an amount of Two Thousand ($2,000) Dollars payable to Xxxxxx X. Xxxx to pay the costs of preparation of this Loan Agreement, supplemental documents and the closing of this loan transaction; (j) Such other documents and instruments as Bankers’ may request to ensure the binding effect in accordance with the terms thereof of any document supplemental to this Agreement, or to affect the intent of this Agreement.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI IFT will deliver, or will cause to be delivered, to VMTI NHCC the following: (i) a certificate executed by the President and Secretary of RRAI IFT to the effect that all representations and warranties made by RRAI IFT under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI NHCC on said date; (ii) a certificate from the State state of Illinois IFT, and incorporation dated at or about the Closing to the effect that RRAI each respective corporation is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (iv) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an NHCC, as set forth herein. (v) the legal opinion of counsel of RRAI as described herein;required by Paragraph 8(m) hereof. (b) VMTI NHCC will deliver or cause to be delivered to RRAI and the RRAI ShareholdersIFT: (i) stock certificates representing those that portion of the NHCC shares of VMTI Shares to be issued as a part of the Exchange Acquisition as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, NHCC to the effect that all representations and warranties of VMTI NHCC made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI IFT on said date; (iii) certified copies of resolutions adopted by VMTINHCC's Board of Directors authorizing this transactionthe Acquisition and all related matters; (iv) certificates from the Illinois Secretary State of State Nevada dated at or about the Closing Date that VMTI NHCC is in good standing under the laws of said Statestate; (v) opinion of VMTINHCC's counsel as described in Section 4.1 (h) aboveherein; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of existing the officers and designated directors of VMTI, NHCC as set forth described in the Agreement;Exhibit "D"; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, IFT as set forth in Section 4 Paragraph 8 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI CMIS will deliver, or will cause to be delivered, to VMTI Galaxy the following: (i) a certificate executed by the President and Secretary of RRAI CMIS to the effect that all representations and warranties made by RRAI CMIS under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Galaxy on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of CMIS dated at or about the Closing to the effect that RRAI CMIS is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderCMIS Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors CMIS authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of Galaxy as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 13(d) hereof. (b) VMTI Galaxy will deliver or cause to be delivered to RRAI and the RRAI ShareholdersCMIS: (i) stock certificates representing those shares of VMTI the Galaxy Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIGalaxy, to the effect that all representations and warranties of VMTI Galaxy made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI CMIS on said date; (iii) certified copies of resolutions adopted by VMTIGalaxy's Board board of Directors directors and Galaxy's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of Galaxy dated at or about the Closing Date that VMTI Galaxy is in good standing under the laws of said Statestate; (v) opinion of VMTIGalaxy's counsel as described in Section 4.1 (h12(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers officer and directors director of VMTI, as set forth in the AgreementGalaxy; (viii) all corporate and financial records of Galaxy; and (ix) all other items, the delivery of which is a condition precedent to the obligations of VMTICMIS, as set forth in Section 4 13 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI AIDH will deliver, or will cause to be delivered, to VMTI MIS the following: (i1) a certificate executed by the President and Secretary of RRAI AIDH to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said dateconditions set forth in Section 5 have been satisfied or waived; (ii2) a certificate from the State state of Illinois AIDH’s incorporation dated at or about within ten business days of the Closing to the effect that RRAI AIDH is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) executed copy of the Articles of Merger for filing in Nevada; (5) certified copies of resolutions adopted by the stockholders and directors of RRAI's Board AIDH authorizing the Merger; (6) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of MIS and an AS, as set forth herein; and (7) the legal opinion of counsel of RRAI as described herein;required by Section 10(c) hereof. (b) VMTI MIS and AS will deliver or cause to be delivered to RRAI and the RRAI ShareholdersAIDH: (i1) stock certificates representing those shares securities of VMTI Shares MIS to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIeach MIS and AS, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said dateconditions set forth in Section 6 have been satisfied or waived; (iii3) certified copies of resolutions adopted by VMTI's MIS’s and AS’s Board of Directors and AS’s stockholder authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of MIS and AS dated at or about within ten business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) executed copy of the Certificate and the Articles of Merger for filing in Nevada; (6) opinion of VMTI's MIS’s counsel as described in Section 4.1 (h9(k) above; (vi7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement, the Transaction Documents and as may be reasonably requested by AIDH; (vii) resignations 8) written resignation of existing all of the officers and directors of VMTI, as set forth in the AgreementMIS and AS; (viii9) all other items, the delivery of which is a condition precedent to the obligations of VMTIAIDH, as set forth in Section 4 9 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI The Seller will deliver, or will cause to be delivered, to VMTI Purchaser the following: (i) a certificate executed by the President and Secretary an officer of RRAI Seller to the effect that to the best of his knowledge and belief all representations and warranties made by RRAI regarding the Company under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI the Purchaser on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of the Company dated at or about the Closing to the effect that RRAI enSurge is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form approved by Purchaser executed by each RRAI Shareholderthe Seller; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (v) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI the Purchaser, as described set forth herein;; and (b) VMTI The Purchaser will deliver or cause to be delivered to RRAI and the RRAI ShareholdersSeller: (i) stock certificates representing those shares securities of VMTI Shares the Purchaser to be issued as a part of the Exchange exchange as described in Section 1 Sections 2 and 6 hereof; (ii) a certificate from VMTI executed by of the President or President/Secretary of VMTIthe Purchaser, to the effect that all representations and warranties of VMTI the Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI the Seller on said date; (iii) certified copies of resolutions adopted by VMTIthe Purchaser's Board board of Directors directors and the Purchaser's stockholders authorizing this transactionthe transactions described herein and all related matters; (iv) certificates from the Illinois Secretary jurisdiction of State incorporation of the Purchaser dated at or about the Closing Date that VMTI said corporation is in good standing under the laws of said Statejurisdiction; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viivi) resignations resignation of existing all of the officers and directors of VMTI, as set forth in the Agreement; (viii) Purchaser; and all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Seller, as set forth in Section 4 11 hereof. (vii) The Purchaser shall have funds in a minimum amount of $250,000$250,000 available to the Company for it's growth capital needs, and shall agree to use it's best efforts to acquire additional capital in the amount of 750,000 $750,000 to be used by, or on behalf of the Company.

Documents at Closing. At the Closing, Closing the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Stockholders will deliver, or will cause to be delivered, to VMTI Acquiror the following: (i1) a Stock certificates for all of the issued and outstanding stock of Acquiree being tendered and duly endorsed; (2) All corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, and other such corporate books and records as may reasonably be requested for review by Acquiror and its counsel; (3) A certificate executed by the President and Secretary of RRAI Principal Stockholders to the effect that all representations and warranties made by RRAI Acquiree under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Acquiror on said date; (ii4) a certificate Certification from the State of Illinois Acquirees solicitors dated at or about the date of the Closing to the effect that RRAI Acquiree is in good standing under the laws of said Statethe UK; (iii5) Investment Letters or An investment representations in letter from the form executed by each RRAI Shareholder;Stockholders representing that they are acquiring shares of Acquiror for investment purposes only and not with a view to further distribution; and (iv6) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such Such other instruments, documents documents, and certificates, if any, as are required to be delivered pursuant to the provision of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. (7) All Licences, including but not limited Patents and Trade Marks as relate to certified copies any and all products in concept, design, production and/or sales stages at the time of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;closing (b) VMTI Acquiror will deliver or cause to be delivered to RRAI the Stockholders and Acquiree as soon as practicable after the RRAI Shareholdersclosing: (i1) Stock certificates for common stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange exchange as described in Section 1 hereoflisted on Exhibit "A"; (ii2) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At On the ClosingClosing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Holders and XENO will deliver, or will cause to be delivered, to VMTI ICON and MERGER SUB the following: (i) a certificate executed by the President and Secretary Chief Executive Officer of RRAI XENO to the effect that all representations and warranties made by RRAI XENO under this Agreement as to XENO are true and correct as of the ClosingClosing Date, the same as though originally given to VMTI ICON and MERGER SUB on said date; (ii) a certificate from XENO, signed by its Secretary, certifying (A) that the State attached copies of Illinois dated at XENO’s charter documents and resolutions of the board of directors and stockholders of XENO approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (B) incumbency and specimen signature of each officer of XENO executing this Agreement or about the Closing to the effect that RRAI is any other document delivered in good standing under the laws connection herewith on behalf of said StateXENO; (iii) Investment Letters or investment representations in the form Holders shall deliver certificates representing the XENO common stock and duly executed stock powers for transfer by each RRAI Shareholdersuch Holder of his, her or its XENO common stock to ICON; (iv) Stock certificates representing those shares a letter of RRAI Shares to be exchanged resignation for VMTI;Mr. Sxxxxxxxx xx xn officer and director of XENO; and (v) such all other instrumentsitems, documents and certificates, if anythe delivery of which is a condition precedent to the obligations of ICON, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;set forth in Section 5 hereof. (b) VMTI ICON and MERGER SUB will deliver or cause to be delivered to RRAI and the RRAI ShareholdersXENO: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI ICON executed by the Chief Executive Officer or President or Secretary of VMTIICON, to the effect that all representations and warranties of VMTI ICON made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI XENO on said date; (ii) a certificate from ICON, signed by its Secretary, certifying (i) that the attached copies of ICON’s charter documents and resolutions of the board of directors of ICON approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of ICON executing this Agreement or any other document delivered in connection herewith on behalf of ICON; (iii) certified copies a certificate from MERGER SUB executed by the Chief Executive Officer or President of resolutions by VMTI's Board MERGER SUB, to the effect that all representations and warranties of Directors authorizing MERGER SUB made under this transactionAgreement are true and correct as of the Closing, the same as though originally given to XENO on said date; (iv) certificates a certificate from MERGER SUB, signed by its Secretary, certifying (i) that the Illinois Secretary attached copies of State dated at MERGER SUB’s charter documents and resolutions of the board of directors and stockholders of MERGER SUB approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of MERGER SUB executing this Agreement or about the Closing Date that VMTI is any other document delivered in good standing under the laws connection herewith on behalf of said StateMERGER SUB; (v) opinion a letter of VMTI's counsel as described in Section 4.1 (h) aboveresignation for Mr. Kxxxxxx xx x director and officer of ICON; (vi) such other instruments evidence of (i) the election of Messrs. Smith, Lebowitz, Sachs, Perry, Datsopoulus and documents as are required Becknxx xx xirectors of ICON and Mr. Lxxxxxxx, xx Chief Executive Officer and President, Mr. Sxxxx, xx Chief Financial Officer and Secretary, and Mr. Pxxxx xx Xhairman of ICON, and (ii) a change in ICON’s name to “Xeno Corp.,” or some variation thereof, to be delivered pursuant to effective following the provisions of this AgreementClosing; (vii) resignations within a reasonable time of existing officers and directors the Closing Date, certificates representing the shares of VMTI, as set forth in ICON common stock to be issued to the Agreement;Holders shall be delivered to such Holders; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIHolders, and XENO as set forth in Section 4 5 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneously-------------------- be delivered: (a) RRAI WW will deliver, or will cause to be delivered, to VMTI V-CO the following: (i1) a certificate executed by the President and Secretary of RRAI WW to the effect that all representations and warranties made by RRAI WW under this Agreement are true and correct as of the ClosingClosing and as of the Effective Date, the same as though originally given to VMTI V-CO or V-ACQ-SUB on said date; (ii2) a certificate from the State state of Illinois WW's incorporation dated at or about within five business days of the Closing to the effect that RRAI WW is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) executed copy of the Articles of Merger for filing in California; (5) certified copies of resolutions adopted by the stockholders and directors of RRAIWW authorizing the Merger; and (6) Opinion of WW's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described in Section 9(i) above; (7) all other items, the delivery of which is a condition precedent to the obligations of V-CO and V-ACQ-SUB, as set forth herein;. (b) VMTI V-CO and V-ACQ-SUB will deliver or cause to be delivered to RRAI and the RRAI ShareholdersWW: (i1) stock certificates representing those shares securities of VMTI Shares V-CO to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIV-CO and V-ACQ-SUB, respectively, to the effect that all representations and warranties of VMTI V-CO and V-ACQ-SUB made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI WW on said date; (iii3) certified copies of resolutions adopted by VMTIV-CO's and V-ACQ-SUB's Board of Directors and V-ACQ-SUB's stockholder authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of V-CO and V-ACQ-SUB dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) executed copy of the Articles of Merger for filing in California; (6) opinion of VMTIV-CO's counsel as described in Section 4.1 (h8(l) above; (vi7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations 8) written resignation of existing all of the officers and directors of VMTI, as set forth in the AgreementV-CO and V-ACQ-SUB; (viii9) all other items, the delivery of which is a condition precedent to the obligations of VMTIWW, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI SONOMA will deliver, or will cause to be delivered, to VMTI the following: (i) a certificate executed by the President and Secretary of RRAI SONOMA to the effect that all representations and warranties made by RRAI SONOMA under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date; (ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI SONOMA is in good standing under the laws of said State; (iii) Investment Letters or investment representations in the form executed by each RRAI SONOMA Shareholder; (iv) Stock certificates representing those shares of RRAI SONOMA Shares to be exchanged for VMTI; (v) an undertaking to certain members of the restructuring group of a "put" option for a total of 100,000 shares of Common Stock of VMTI, at price of .50 cents per share (subject to anti-dilution) to the post-merger entity one year after the Closing. (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAISONOMA's Board of Directors authorizing this transaction and an opinion of counsel of RRAI SONOMA as described herein; (b) VMTI will deliver or cause to be delivered to RRAI SONOMA and the RRAI SONOMA Shareholders: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI SONOMA on said date; (iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Emagisoft and the Emagisoft Stockholders will deliver, or will cause to be delivered, to VMTI Manatee the following: (i) the stock certificates described in Section 6.(a) above. (ii) a certificate executed by the President and Secretary of RRAI Emagisoft to the effect that to the best of its knowledge and belief all representations and warranties made by RRAI under of Emagisoft in this Agreement are true and correct as of the Closing, Closing the same as though originally given to VMTI Manatee on said date; (iiiii) a certificate from executed by the State of Illinois dated at or about the Closing Emagisoft Stockholders to the effect that RRAI is to the best of their knowledge and belief all representations and warranties of the Emagisoft Stockholders in good standing under this Agreement are true and correct as of the laws of Closing the same as though originally given to Manatee on said State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholderdate; (iv) Stock certificates representing those shares an Investment Letter in the form attached hereto as Exhibit "C" executed by each of RRAI Shares to be exchanged for VMTIthe Emagisoft Stockholders; (v) a copy of a corporate resolution of Emagisoft authorizing and approving the execution, delivery and performance of this Agreement and consummation of the transactions contemplated in this Agreement; (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (vii) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI Manatee, as described set forth herein;; and (b) VMTI Manatee will deliver or cause to be delivered to RRAI the Emagisoft and the RRAI ShareholdersEmagisoft Stockholders: (i) the stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof6.(b) above; (ii) a certificate from VMTI executed by the President or Secretary of VMTIManatee, to the effect that all representations and warranties of VMTI made under Manatee in this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Emagisoft and the Emagisoft Stockholders on said date; (iii) certified copies a copy of resolutions by VMTI's Board a corporate resolution of Directors Manatee authorizing and approving the execution, delivery and performance of this transactionAgreement and consummation of the transactions contemplated in this Agreement; (iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (viiv) resignations the resignation of the sole existing officers officer and directors director of VMTI, as set forth in the Agreement;Manatee; and (viiivi) all other items, the delivery of which is a condition precedent to the obligations of VMTIthe Emagisoft Stockholders, as set forth in Section 4 hereofherein.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Inclusion will deliver, or will cause to be delivered, to VMTI Incubator the following: (i) a certificate executed by the President and Secretary of RRAI Inclusion to the effect that all representations and warranties made by RRAI Inclusion under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Incubator on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Inclusion dated at or about the Closing to the effect that RRAI Inclusion is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form executed by each RRAI ShareholderInclusion Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors Inclusion authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of Inclusion as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI Incubator will deliver or cause to be delivered to RRAI and the RRAI ShareholdersInclusion: (i) stock certificates representing those shares of VMTI the Incubator Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIIncubator, to the effect that all representations and warranties of VMTI Incubator made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Inclusion on said date; (iii) certified copies of resolutions adopted by VMTIIncubator's Board board of Directors directors authorizing this transactionthe Merger and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of Incubator dated at or about the Closing Date that VMTI Incubator is in good standing under the laws of said Statestate; (v) opinion of VMTIIncubator's counsel as described in Section 4.1 (h11(j) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers and directors of VMTI, as set forth in the Agreement;Incubator; and (viii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereofIncubator.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Xxxxxx will deliver, or will cause to be delivered, to VMTI VIGS the following: (i1) a certificate executed by the President and Secretary of RRAI Xxxxxx to the effect that all representations and warranties made by RRAI Xxxxxx under this Agreement are true and correct as of the ClosingClosing and as of the Effective Date, the same as though originally given to VMTI VIGS or VGS Sub on said date; (ii2) a certificate from the State state of Illinois Xxxxxx'x incorporation dated at or about within five business days of the Closing to the effect that RRAI Xxxxxx is in good standing under the laws of said Statestate; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) executed copy of the Certificate of Merger for filing in Delaware; (5) certified copies of resolutions adopted by the stockholders and directors of RRAI's Board Xxxxxx authorizing the Merger; and (6) all other items, the delivery of Directors authorizing this transaction which is a condition precedent to the obligations of VIGS and an opinion of counsel of RRAI VGS Sub, as described set forth herein;; and (b) VMTI VIGS and VGS Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersXxxxxx: (i1) stock certificates representing those shares securities of VMTI Shares VIGS to be issued as a part of the Exchange Merger as described in Section 1 2 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIVIGS and VGS Sub, respectively, to the effect that all representations and warranties of VMTI VIGS and VGS Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Xxxxxx on said date; (iii3) certified copies of resolutions adopted by VMTIVIGS's and VGS Sub's Board of Directors and VGS Sub's stockholder authorizing this transactionthe Merger and VIGS Amended Articles and all related matters; (iv4) a certificate from the Nevada Secretary of State dated within five business days of the Closing Date that the VIGS Amended Articles have been accepted for filing; (5) certificates from the Illinois Secretary jurisdiction of State incorporation of VIGS and VGS Sub dated at or about within five business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii7) resignations written resignation of existing all of the officers and directors of VMTI, VIGS and VGS Sub as set forth in of the Agreement;Closing and written appointment of the Xxxxxx nominees as directors and officers; and (viii) 8) all other items, the delivery of which is a condition precedent to the obligations of VMTIXxxxxx, as set forth in Section 4 8 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI BeFirst will deliver, or will cause to be delivered, to VMTI CAI the following: (i) a certificate executed by the President and Secretary of RRAI BeFirst to the effect that all representations and warranties made by RRAI BeFirst under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI CAI on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of BeFirst dated at or about the Closing to the effect that RRAI BeFirst is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderBeFirst Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors BeFirst authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of CAI as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI CAI will deliver or cause to be delivered to RRAI and the RRAI ShareholdersBeFirst: (i) stock certificates representing those shares of VMTI the CAI Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTICAI, to the effect that all representations and warranties of VMTI CAI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI BeFirst on said date; (iii) certified copies of resolutions adopted by VMTICAI's Board board of Directors directors and CAI's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of CAI dated at or about the Closing Date that VMTI CAI is in good standing under the laws of said Statestate; (v) opinion of VMTICAI's counsel as described in Section 4.1 (h11(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to good funds representing the provisions net proceeds of this Agreementthe CAI Financing; (vii) resignations resignation of the existing officers officer and directors director of VMTI, as set forth in the AgreementCAI; (viii) all corporate and financial records of CAI; and (ix) all other items, the delivery of which is a condition precedent to the obligations of VMTIBeFirst, as set forth in Section 4 12 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI RMI will deliver, or will cause to be delivered, to VMTI ACMC the following: (i) a certificate executed by the President and Secretary of RRAI RMI to the effect that all representations and warranties made by RRAI RMI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI ACMC on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of RMI dated at or about the Closing to the effect that RRAI RMI is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in certified copies of resolutions adopted by RMI's board of directors and RMI's Stockholders authorizing the form executed by each RRAI ShareholderAcquisition and all related matters described herein; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTIInvestment Letters in the form attached hereto as Exhibit "C" executed by each RMI Stockholder; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; and (vi) all other items, including but not limited the delivery of which is a condition precedent to certified copies the obligations of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI ACMC as described set forth herein;. (b) VMTI ACMC will deliver or cause to be delivered to RRAI and the RRAI ShareholdersRMI: (i) stock certificates representing those shares of VMTI the ACMC Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or and Secretary of VMTIACMC, to the effect that all representations and warranties of VMTI ACMC made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI RMI on said date; (iii) certified copies of resolutions adopted by VMTIACMC's Board board of Directors directors and ACMC's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of ACMC dated at or about the Closing Date that VMTI ACMC is in good standing under the laws of said Statestate; (v) opinion of VMTI's counsel as described in Section 4.1 (h) above; (vi) such other instruments instruments, documents and documents certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (vi) resignation of the existing officer and director of ACMC; (vii) resignations all corporate and financial records of existing officers and directors of VMTI, as set forth in the Agreement;ACMC; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIRMI, as set forth in Section 4 hereofherein.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Target will deliver, or will cause to be delivered, to VMTI Ardmore the following: (i1) a certificate executed by the President and Secretary a director or officer of RRAI Target to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said dateconditions set forth in Section 5 have been satisfied or waived; (ii2) a certificate from the State jurisdiction of Illinois Target’s incorporation dated at or about within ten business days of the Closing to the effect that RRAI Target is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v3) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (4) executed copy of the Certificate of Merger for filing in Delaware and the Articles of Merger for filing with the Registry; (5) certified copies of resolutions resolutions, in form and substance satisfactory to the Target, adopted by the shareholders and directors of RRAI's Board of Directors Target authorizing this transaction Agreement, the transactions contemplated hereby, the expansion of Ardmore’s board of directors so that it consists of six persons and an the election to such board of the persons designated by the Target; (6) all other items, the delivery of which is a condition precedent to the obligations of Ardmore and Merger Sub, as set forth herein; and (7) the legal opinion of counsel of RRAI as described herein;required by Section 10(c) hereof. (b) VMTI Ardmore and Merger Sub will deliver or cause to be delivered to RRAI and the RRAI ShareholdersTarget: (i1) stock certificates representing those shares securities of VMTI Shares Ardmore to be issued as a part of the Exchange Merger as described in Section 1 3 hereof; (ii2) a certificate from VMTI executed by of the President or Secretary of VMTIeach Ardmore and Merger Sub, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said dateconditions set forth in Section 9 have been satisfied or waived; (iii3) certified copies of resolutions adopted by VMTI's Ardmore’s and Merger Sub’s Board of Directors and Merger Sub’s stockholder authorizing this transactionthe Merger and all related matters; (iv4) certificates from the Illinois Secretary jurisdiction of State incorporation of Ardmore and as dated at or about within ten business days of the Closing Date that VMTI each of said corporations is in good standing under the laws of said Statestate; (v5) executed copies of the Articles of Merger and the Certificate of Merger for filing in Delaware and the Registry. (6) opinion of VMTI's Ardmore’s counsel as described in Section 4.1 (h9(k) above; (vi7) the Indemnification Agreement and such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement the Indemnification Agreement;, the Transaction Documents and as may be reasonably requested by Target; and (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viii) 8) all other items, the delivery of which is a condition precedent to the obligations of VMTITarget, as Merger Sub set forth in Section 4 9 hereof.

Documents at Closing. At On the ClosingClosing Date, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RRAI Holders and XENO will deliver, or will cause to be delivered, to VMTI ICON and MERGER SUB the following: (i) a certificate executed by the President and Secretary Chief Executive Officer of RRAI XENO to the effect that all representations and warranties made by RRAI XENO under this Agreement as to XENO are true and correct as of the ClosingClosing Date, the same as though originally given to VMTI ICON and MERGER SUB on said date; (ii) a certificate from XENO, signed by its Secretary, certifying (A) that the State attached copies of Illinois dated at XENO’s charter documents and resolutions of the board of directors and stockholders of XENO approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (B) incumbency and specimen signature of each officer of XENO executing this Agreement or about the Closing to the effect that RRAI is any other document delivered in good standing under the laws connection herewith on behalf of said StateXENO; (iii) Investment Letters or investment representations in the form Holders shall deliver certificates representing the XENO common stock and duly executed stock powers for transfer by each RRAI Shareholdersuch Holder of his, her or its XENO common stock to ICON; (iv) Stock certificates representing those shares a letter of RRAI Shares to be exchanged resignation for VMTI;Xx. Xxxxxxxxx as an officer and director of XENO; and (v) such all other instrumentsitems, documents and certificates, if anythe delivery of which is a condition precedent to the obligations of ICON, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;set forth in Section 5 hereof. (b) VMTI ICON and MERGER SUB will deliver or cause to be delivered to RRAI and the RRAI ShareholdersXENO: (i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof; (ii) a certificate from VMTI ICON executed by the Chief Executive Officer or President or Secretary of VMTIICON, to the effect that all representations and warranties of VMTI ICON made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI XENO on said date; (ii) a certificate from ICON, signed by its Secretary, certifying (i) that the attached copies of ICON’s charter documents and resolutions of the board of directors of ICON approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of ICON executing this Agreement or any other document delivered in connection herewith on behalf of ICON; (iii) certified copies a certificate from MERGER SUB executed by the Chief Executive Officer or President of resolutions by VMTI's Board MERGER SUB, to the effect that all representations and warranties of Directors authorizing MERGER SUB made under this transactionAgreement are true and correct as of the Closing, the same as though originally given to XENO on said date; (iv) certificates a certificate from MERGER SUB, signed by its Secretary, certifying (i) that the Illinois Secretary attached copies of State dated at MERGER SUB’s charter documents and resolutions of the board of directors and stockholders of MERGER SUB approving the Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of each officer of MERGER SUB executing this Agreement or about the Closing Date that VMTI is any other document delivered in good standing under the laws connection herewith on behalf of said StateMERGER SUB; (v) opinion a letter of VMTI's counsel resignation for Xx. Xxxxxxx as described in Section 4.1 (h) abovea director and officer of ICON; (vi) such other instruments evidence of (i) the election of Messrs. Smith, Lebowitz, Sachs, Perry, Datsopoulus and documents Xxxxxxx as are required directors of ICON and Xx. Xxxxxxxx, as Chief Executive Officer and President, Xx. Xxxxx, as Chief Financial Officer and Secretary, and Xx. Xxxxx as Chairman of ICON, and (ii) a change in ICON’s name to “Xeno Corp.,” or some variation thereof, to be delivered pursuant to effective following the provisions of this AgreementClosing; (vii) resignations within a reasonable time of existing officers and directors the Closing Date, certificates representing the shares of VMTI, as set forth in ICON common stock to be issued to the Agreement;Holders shall be delivered to such Holders; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIHolders, and XENO as set forth in Section 4 5 hereof.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI Aladdin will deliver, or will cause to be delivered, to VMTI FGT the following:: 14 (i) a certificate executed by the President and Secretary of RRAI Aladdin to the effect that all representations and warranties made by RRAI Aladdin under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI FGT on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of Aladdin dated at or about the Closing to the effect that RRAI Aladdin is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderAladdin Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors Aladdin authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of FGT as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI FGT will deliver or cause to be delivered to RRAI and the RRAI ShareholdersAladdin: (i) stock certificates representing those shares of VMTI the FGT Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIFGT, to the effect that all representations and warranties of VMTI FGT made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI Aladdin on said date; (iii) certified copies of resolutions adopted by VMTIFGT's Board board of Directors directors and FGT's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of FGT dated at or about the Closing Date that VMTI FGT is in good standing under the laws of said Statestate; (v) opinion of VMTIFGT's counsel as described in Section 4.1 (h11(l) above; (vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (vii) resignations resignation of the existing officers officer and directors director of VMTI, as set forth in the Agreement;FGT; 15 (viii) all corporate and financial records of FGT; and (ix) all other items, the delivery of which is a condition precedent to the obligations of VMTIAladdin, as set forth in Section 4 12 hereof, including net cash proceeds of the FGT Financing.

Documents at Closing. At the Closing, the following transactions documents shall occur, all of such transactions being deemed to occur simultaneouslybe delivered: (a) RRAI OWO will deliver, or will cause to be delivered, to VMTI MCL the following: (i) a certificate executed by the President and Secretary of RRAI OWO to the effect that all representations and warranties made by RRAI OWO under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI MCL on said date; (ii) a certificate from the State jurisdiction of Illinois incorporation of OWO dated at or about the Closing to the effect that RRAI OWO is in good standing under the laws of said Statejurisdiction; (iii) Investment Letters or investment representations in the form attached hereto as Exhibit "C" executed by each RRAI ShareholderOWO Stockholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (v) certified copies of resolutions adopted by the shareholders and directors of RRAI's Board of Directors OWO authorizing this transaction and an transaction; and (vi) all other items, the delivery of which is a condition precedent to the obligations of MCL as set forth herein. (vii) the legal opinion of counsel of RRAI as described herein;required by Section 12(d) hereof. (b) VMTI MCL will deliver or cause to be delivered to RRAI and the RRAI ShareholdersOWO: (i) stock certificates representing those shares of VMTI the MCL Shares to be issued as a part of the Exchange stock exchange as described in Section 1 hereofherein; (ii) a certificate from VMTI executed by of the President or Secretary of VMTIMCL, to the effect that all representations and warranties of VMTI MCL made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI OWO on said date; (iii) certified copies of resolutions adopted by VMTIMCL's Board board of Directors directors and MCL's Stockholders authorizing this transactionthe Acquisition and all related matters described herein; (iv) certificates certificate from the Illinois Secretary jurisdiction of State incorporation of MCL dated at or about the Closing Date that VMTI MCL is in good standing under the laws of said Statestate; (v) opinion of VMTIMCL's counsel as described in Section 4.1 (h11(l) above; (vi) such other instruments resignation of the existing officer and documents as are required to be delivered pursuant to the provisions director of this AgreementMCL; (vii) resignations all corporate and financial records of existing officers and directors of VMTI, as set forth in the Agreement;MCL; and (viii) all other items, the delivery of which is a condition precedent to the obligations of VMTIOWO, as set forth in Section 4 12 hereof.

Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneouslydocuments will be delivered: (a) RRAI WebiMax will deliver, or will cause to be delivered, to VMTI Calypso the following:; (i) a certificate executed by the President and Secretary principal executive officer or manager of RRAI WebiMax to the effect that all representations and warranties made by RRAI WebiMax under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI Calypso on said date, and that WebiMax has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by WebiMax on or prior to the Closing; (ii) a certificate from the State of Illinois New Jersey and from any other state jurisdiction in which WebiMax is authorized to do business or should be authorized to do business under applicable state law, dated at or about within five (5) business days of the Closing Closing, to the effect that RRAI WebiMax is a limited liability company in good standing under the laws of said that State; (iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder; (iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to ; (iv) certified copies of resolutions adopted by WebiMax’s managing board and Member approving the Acquisition; (v) all other items, the delivery of RRAI's Board which is a condition precedent to the obligations of Directors authorizing this transaction and an opinion of counsel of RRAI Calypso , as described herein;set forth in Section 8 above. (b) VMTI Calypso will deliver or cause to be delivered to RRAI and the RRAI Shareholders:WebiMax; (i) stock certificates representing those shares of VMTI the Calypso Consideration Shares to be issued to Member as a part condition of the Exchange Acquisition as described in Section 1 2 hereof;; -- 1416531 v3 (ii) the Cash Consideration; (iii) a certificate from VMTI executed by of the President or Secretary of VMTI, Calypso to the effect that all representations and warranties of VMTI Calypso made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date; and that Calypso has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (iiiiv) certified copies of resolutions adopted by VMTI's Board Calypso’s Boards of Directors and, if required, the shareholders of Calypso approving the Agreement and authorizing this transactionthe Acquisition and all related matters; (ivv) certificates a certificate from the Illinois Secretary State of State Nevada any from any other state jurisdiction in which Calypso is authorized to do business or should be authorized to do business under applicable state law, dated at or about within five (5) business days of the Closing Date that VMTI Calypso is a corporation is in good standing under the laws of said State; (vvi) opinion of VMTI's counsel as described in Section 4.1 (h) above;the Employment Agreement (vivii) the evidence of the insurance coverate obtained pursuant to Section 6(k) hereof. (viii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;; and (vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement; (viiiix) all other items, the delivery of which is a condition precedent to the obligations of VMTI, WebiMax and Member as set forth in Section 4 hereof7 above.