AGREEMENT AND PLAN OF MERGER

THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made effective as of the 26 of April, 2009

AMONG:

USR TECHNOLOGY, INC. , a publicly held Nevada corporation

(“ USR ”)

AND:

ECOLOGIC TRANSPORTATION, INC., a privately held, Nevada corporation

(“ECO”)

AND:

ECOLOGICAL ACQUISITION CORP., a privately held, Nevada corporation

(“USR Sub”)

WHEREAS:

A.      USR Sub is a wholly-owned subsidiary of USR;

B.      The board of directors of each of USR and ECO deem it advisable and in the best interests of their respective companies and shareholders that ECO be merged (the “Merger” ) with and into USR Sub, with ECO remaining as the surviving corporation under the name “Ecologic Transportation, Inc.”;

C.      For federal income tax purposes, USR, USR Sub and ECO intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code” ), and that this Agreement shall be, and hereby is, adopted as a plan of reorganization for purposes of Section 368(a) of the Code; and

D.      The boards of directors of each of USR, USR Sub and ECO have approved this Agreement and Plan of Merger (the “Agreement”) and the transactions contemplated hereby; and

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1.                        DEFINITIONS

1.1                     Definitions . The following terms have the following meanings, unless the context indicates otherwise:

1.2                      Currency.  All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2.                       MERGER TRANSACTION

2.1                     Merger. On and subject to the terms and conditions of this Agreement, USR Sub will merge with and into ECO at the Effective Time (as defined below). ECO shall be the corporation surviving the Merger (the “ Surviving Corporation ”).

2.2                      Effect of Merger.

2.3                      Procedure for Exchange of Shares. Immediately after the Effective Time, USR shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of ECO the following documents (the “ Transmittal Documents ”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their ECO Shares in exchange for certificates representing the USR Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such ECO Shares in exchange for the Merger Consideration; and (iii) an accredited investor certificate in the form attached as Schedule 7A or a Non-U.S. person certificate in the form attached as Schedule 7B to this Agreement. The USR Shares to be issued to the Shareholders shall

be, as of the Effective Time, fully paid and non-assessable and shall be issued by USR upon USR’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 1933 Act. All certificates representing the USR Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legends pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act:

                           For Selling Shareholders not resident in the United States:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

                           For Selling Shareholders resident in the United States:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN

COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

2.4                      No Fractional Shares of USR Common Stock. No certificates or scrip or shares of USR Common Stock representing fractional shares of USR Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of the ECO Shares.

2.5                      Restricted Shares. ECO acknowledges that the USR Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under Applicable Securities Legislation and as a result may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with all Applicable Securities Legislation.

2.6                      Lost Certificates. If any certificate for ECO Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by USR, the posting by such Person of a bond in such reasonable amount as USR may direct as indemnity against any claim that may be made against it with respect to such certificate, USR will deliver in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration with respect to the shares of ECO Common Stock formerly represented thereby.

2.7                      Further Assurances. After the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of USR, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of USR, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

3.                        REPRESENTATIONS AND WARRANTIES OF ECO

Except as set forth in the disclosure schedules attached hereto, and except as disclosed in the ECO Financial Statements, ECO represents and warrants to USR, and acknowledges that USR is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of USR, as follows:

3.1                     Organization and Good Standing. ECO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.

3.2                     Authority. ECO has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ ECO Documents ”) to be signed by ECO and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ECO and the consummation by ECO of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of ECO, subject to approval by its stockholders. This Agreement has been, and the other ECO Documents when executed and delivered by ECO will be, duly executed and delivered by ECO and this Agreement is, and the other ECO Documents when executed and delivered by

ECO as contemplated hereby will be, valid and binding obligations of ECO enforceable in accordance with their respective terms except:

3.3                      Capitalization of ECO. The entire authorized capital stock and other equity securities of ECO consists of: (i) 110,000,000 shares of common stock, par value $0.001 (the “ ECO Common Stock ”) issued and outstanding as of the date of this Agreement. All of the issued and outstanding ECO Shares have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the general corporate laws of the State of Nevada and its articles and bylaws. There are no agreements to which ECO is a party purporting to restrict the transfer of the ECO Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the ECO Common Stock.

3.4                      Shareholders of ECO. The Shareholders, as listed in Schedule 1 to this Agreement, are the only registered holders of the ECO Shares.

3.5                      Directors and Officers of ECO . The duly elected or appointed directors and officers of ECO are as set out in Schedule 2 to this Agreement.

3.6                      Subsidiary. ECO has no subsidiaries

3.7                      Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

3.8                     Actions and Proceedings. To the best knowledge of ECO, except as listed on Schedule 14 hereto, there is no action, suit, judgment, claim, demand or proceeding, outstanding or pending, or threatened against or affecting ECO or its subsidiaries, or which involves any of the business, or the

properties or assets of ECO that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of ECO taken as a whole (an “ ECO Material Adverse Effect ”).

3.9                     Compliance .

3.10                    Filings, Consents and Approvals. To the best knowledge of ECO, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by ECO of the Transaction contemplated by this Agreement or to enable ECO to continue to conduct its business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.11                    Absence of Undisclosed Liabilities. Except as disclosed in this Agreement or in the ECO Financial Statements, ECO does not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $ 10,000, which have not heretofore been paid or discharged, other than in the ordinary course of business.

For purposes of this Agreement, the term “ liabilities ” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

3.12                    Absence of Changes. Except as disclosed in this Agreement, in Schedule 6 or in the ECO Financial Statements, since December 31, 2009, ECO has not:

3.13                    Personal Property. ECO possesses, and has good and marketable title of all property necessary for the continued operation of the business of ECO and as presently conducted and as represented to USR. All such property is used in the business of ECO. All such property is in reasonably good operating condition, and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by ECO are owned by ECO free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as disclosed in Schedule 6 to this Agreement.

3.14                    Intellectual Property. ECO does not have any intellectual property other than as disclosed on Schedule 9.

3.15                    Real Property. ECO does not own any real property but has a month to month lease on its office space. Each of the leases, subleases, claims, capital expenditures, Taxes or other real property interests (collectively, the “ Leases ”) to which ECO is a party or is bound, as set out in Schedule 5 to this

Agreement, is legal, valid, binding, enforceable and in full force and effect in all material respects. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms on the Closing Date. ECO has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

3.16                   Material Contracts and Transactions. Schedule 6 to this Agreement lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which ECO is a party (each, a “ Contract ”). Subject to Section 6.2(p) hereof, the continuation and validity of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.

3.17                    Certain Transactions. ECO is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.18                    No Brokers. ECO has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

3.19                    Completeness of Disclosure. No representation or warranty by ECO in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to USR pursuant hereto contains or will contain any untrue statement of a material fact.

3.20                    Financial Condition . ECO has delivered all financial statements required under applicable securities laws to be filed by USR in connection with the Transaction, which information is true in all material respects.

3.21                    Stock Consolidation. ECO hereby acknowledges that it is aware that USR will undertake a two (2) old for one (1) new reverse stock split of its authorized and issued and outstanding shares of its common stock prior to the Closing Date (the “ Stock Consolidation ”).

4.                        REPRESENTATIONS AND WARRANTIES OF USR AND USR SUB

Each of USR and USR Sub represent and warrant to ECO and acknowledge that ECO is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of ECO, as follows:

4.1                      Organization and Good Standing.

                         (a)        USR is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has the requisite corporate power and authority to own, lease and carry on its business as it is now being conducted. There is no pending or threatened proceeding for the dissolution or liquidation of USR.

                         (b)        USR Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. USR Sub was formed solely for the purpose of the Merger and has no business, assets, liabilities, contracts or commitments other than as set forth in this Agreement. There is no pending or threatened proceeding for the dissolution or liquidation of USR Sub.

                         (c)        Except for USR Sub, USR (i) does not, directly or indirectly, own any interest in any corporation, partnership, joint venture, limited liability company, or other Person, and (ii) is not subject to any obligation or requirement to provide funds to or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

                         (d)        USR is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it makes such qualification or licensing necessary, except for any such jurisdiction where the failure to so qualify or be licensed, individually and in the aggregate for all such jurisdictions, would not reasonably be expected to have a USR Material Adverse Effect (as defined herein).

                         (e)        USR has provided complete and accurate copies of the Articles of Incorporation and Bylaws of USR and USR Sub, as currently in effect, and minutes and other records of the meetings and other proceedings of the Board of Directors and stockholders of USR. Neither USR nor USR Sub is in violation of any provisions of its Articles of Incorporation or Bylaws.

4.2                      Authority.

                         (a)        Each of USR and USR Sub has the requisite corporate power and authority to enter into this Agreement, to perform its obligations thereunder, and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and any other document contemplated by this Agreement (collectively, the “ USR Documents ”) by USR and USR Sub and the consummation by USR and USR Sub of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of USR and USR Sub. This Agreement has been duly executed and delivered by USR and USR Sub and constitutes a legal, valid and binding obligation of USR and USR Sub, enforceable against each of them in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and, (iii) as limited by public policy.. No vote or approval of the shareholders of USR is required in connection with the Merger.

                         (b)        The execution and delivery by USR and USR Sub of this Agreement does not, and the consummation of the transactions contemplated thereby will not, (i) conflict with, or result in a violation of, any provision of bylaws or other charter documents of USR or USR Sub, (ii) constitute or result in a breach of or default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation or a loss of a benefit under, any note, bond, mortgage, indenture, deed of trust, lease, permit, concession, franchise, license, agreement or other instrument or obligation to which USR is a party or to which the properties or assets of USR or USR Sub are subject, (iii) create any lien upon any of the properties or assets of USR or USR Sub, or (iv) constitute, or result in, a violation of any law applicable to USR or USR Sub or any of the properties or assets of either of them.

                         (c)        No consent, approval, order or authorization of, notice to, registration or filing with any governmental authority or other Person is necessary in connection with the execution and delivery of this Agreement by USR and USR Sub or the consummation by USR and USR Sub of the transactions contemplated by this Agreement, except for (i) filing of the Articles of Merger with the Nevada Secretary of State, (ii) the filing of a Form D and related state securities law notices in connection with the issuance of USR Common Stock in connection with the Merger and (iii) the filing of a current report on Form 8-K with the SEC announcing completion of the Merger.

4.3                     Maximum Liabilities. Immediately prior to Closing, other than professional fees, USR will not have any net liabilities or net obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, after taking into account USR’s cash and cash equivalents and receivables, that could in the aggregate exceed $20,000 which have not been paid or discharged at that time.

4.4                      Capitalization of USR.

                         (a)        Prior to the Stock Consolidation, the authorized capital stock of USR consists of 150,000,000 shares of common stock with a par value of $0.001 (the “ USR Common Stock ”). The issued and outstanding capital stock of USR consists entirely of 15,020,017 shares of USR Common Stock. All issued and outstanding shares of USR Common Stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights. There are USR warrants issued to purchase 180,500 pre-consolidated shares of USR common stock at an exercise price of $1.25 per share (the “ USR Warrants ”). There are no other outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which USR is a party or is bound, requiring or which could require the issuance, sale or transfer by USR of any shares of capital stock of USR or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of USR. There are no stock appreciation rights or similar rights relating to USR. USR will have issued and outstanding no more than 11,020,017 pre consolidated shares of USR Common Stock (5,510,009 post-consolidated shares of USR Common Stock) immediately prior to the issuance of the USR Shares as contemplated by this Agreement. Neither USR nor any of its representatives have received any formal or informal notification from FINRA or other official party or representative that that USR common stock is not authorized (with or without the passage of time) for continued trading on the OTC Bulletin Board.

                         (b)        The authorized capital of USR Sub consists of 150,000,000 shares of common stock, $0.001 par value per share, of which one (1) share is issued and outstanding and held by USR. Other than such outstanding shares, there are no shares of capital stock or other equity securities of USR Sub outstanding and no outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which USR or USR Sub is a party or is bound, requiring or which could require the issuance, sale or transfer by USR or USR Sub of any shares of capital stock of USR Sub, any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of USR Sub. There are no stock appreciation rights or similar rights relating to USR Sub.

                         (c)        To the knowledge of USR, all of the shares of USR Common Stock issued and outstanding immediately prior to the date of this Agreement have been issued in compliance with the 1933 Act and applicable state securities laws in reliance on exemptions from registration or qualification thereunder.

4.5                      Duly Authorized. All of the issued and outstanding shares of USR Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Other than the share issuances contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating USR to issue any additional shares of USR Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from USR any shares of USR Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the USR Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the USR Common Stock.

4.6                     Ownership of USR Sub, No Prior Activities . As of the date hereof and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated hereby or thereby, USR Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.

4.7                      Directors and Officers of USR. The duly elected or appointed directors and the duly appointed officers of USR are as listed on Schedule 3 to this Agreement.

4.8                      Corporate Records. The books and records of USR have been maintained and preserved in accordance with applicable regulations and business practices. The corporate minutes books of USR and USR Sub are complete and correct and the minutes and consents contained therein accurately reflect actions taken at a duly called and held meeting or by sufficient consent without a meeting. All actions by USR and USR Sub which required director or shareholder approval are reflected on the respective corporate minute books.

4.9                      Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of this Transaction will:

                         (a)        conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of USR under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to USR or any of its material property or assets;

                         (b)        violate any provision of the applicable incorporation or charter documents of USR; or

                         (c)        violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to USR or any of its material property or assets.

4.10                    Contracts and Commitments.

                         (a)      Except for this Agreement and the agreements and transactions specifically contemplated by this Agreement, neither USR nor USR Sub is a party to or subject to, nor plans to enter into:

                                             (i)            any agreement or other commitments requiring any payments or performance of services by USR or USR Sub;

                                             (ii)          any agreement or other commitments containing covenants limiting the freedom of USR or USR Sub to compete in any line of business or with any Person or in any geographic location or to use or disclose any information in their possession;

                                             (iii)         any license agreement (as licensor or licensee) or royalty agreement;

                                             (iv)         any agreement of indemnification, other than indemnification rights granted in the Bylaws of USR;

                                             (v)          any agreement or undertaking pursuant to which USR is: (A) borrowing or is entitled to borrow any money; (B) lending or has committed itself to lend any money; or (C) a guarantor or surety with respect to the obligations of any Person;

                                             (vi)         any powers of attorney granted by USR; and

                                             (vii)        any leases of real or personal property.

                         (b)        USR is not in violation or breach of any contract. There does not exist any event or condition that, after notice or lapse of time or both, would constitute an event of default or breach under any contract on the part of USR or, to the knowledge of USR, any other party thereto or would permit the modification, cancellation or termination of any contract or result in the creation of any lien upon, or any person acquiring any right to acquire, any assets of USR or USR Sub. USR has not received in writing any claim or threat that USR or USR Sub has breached any of the terms and conditions of any contract.

                         (c)        The consent of, or the delivery of notice to or filing with, any party to a contract is not required for the execution and delivery by USR of this Agreement or the consummation of the transactions contemplated under the Agreement.

4.11                    Validity of USR Shares. The USR Shares to be issued to the Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

4.12                    Actions and Proceedings. There is no legal action, claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now (i) pending or, to the knowledge of USR, threatened against USR which involves any of the business, or the properties or assets of USR that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of USR taken as a whole (a “ USR Material Adverse Effect ”) or pending or, to the knowledge of USR, threatened against any current employee, officer or director of USR that, in any way relates to USR. USR is not subject to any order, judgment, writ, injunction or decree of any governmental authority.

4.13                    Compliance .

                         (a)        To the best knowledge of USR, USR is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of USR;

                         (b)        To the best knowledge of USR, USR is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a USR Material Adverse Effect;

                         (c)        USR has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of USR, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction; and

        &n