AGREEMENT AND PLAN OF MERGER

Exhibit 2.8

Execution Version

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of June 18, 2009, among SMITH & WESSON HOLDING CORPORATION , a Nevada corporation (“S&W”); SWAC-USR I, INC. , a Delaware corporation, which is a wholly owned subsidiary of S&W (“SWAC I”); SWAC-USR II , INC. , a Delaware corporation, which is a wholly owned subsidiary of S&W (“SWAC II”); UNIVERSAL SAFETY RESPONSE, INC. , a New York corporation (“USR”); and WILLIAM C. COHEN, JR. as the representative of the stockholders of USR (the “Stockholders’ Representative”).

RECITALS

      WHEREAS , S&W, SWAC I, and USR have agreed to enter into a business combination transaction pursuant to which SWAC I will merge with and into USR, with USR continuing as the surviving corporation (the “Initial Merger”), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the New York Business Corporation Law, as amended (the “NYBCL”), and the Delaware General Corporation Law, as amended (the “DGCL”); and

      WHEREAS , the respective Boards of Directors of each of S&W, SWAC I, SWAC II, and USR have approved this Agreement and the transactions contemplated hereby, including the Initial Merger and the Subsequent Merger (as hereinafter defined and sometimes together referred to as the “Mergers”), in each case, subject to the terms and conditions hereof; and

      WHEREAS , the respective Boards of Directors of each of SWAC I and SWAC II (together sometimes referred to as “SWAC”) and USR have unanimously recommended to their respective stockholders the approval and adoption of this Agreement and the transactions contemplated hereby, including the Mergers, in each case subject to the terms and conditions hereof; and

      WHEREAS , the Board of Directors of S&W has approved the issuance of the S&W Common Stock (as hereinafter defined) in connection with the Mergers, subject to the terms and conditions hereof; and

      WHEREAS , the Principal Stockholders (as hereinafter defined) have agreed to vote their shares of common stock, $0.0001 par value, of USR (the “USR Common Stock”) in favor of this Agreement and the transactions provided for herein; and

      WHEREAS , for U.S. federal income tax purposes, it is intended that the Mergers, taken together, qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations promulgated and the rulings issued thereunder; and

      WHEREAS , S&W, SWAC I, SWAC II, and USR desire to make certain representations, warranties, covenants, and agreements in connection with the transactions contemplated by this Agreement and to prescribe certain conditions to those transactions.

AGREEMENT

      NOW, THEREFORE , the parties hereto hereby agree as follows:

SECTION 1.
THE MERGERS

           1.1 The Initial Merger .

               (a)  The Initial Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as hereinafter defined), SWAC I shall be merged with and into USR in accordance with, and with the effects provided in, the applicable provisions of the NYBCL and the DGCL. USR shall be the surviving corporation resulting from the Initial Merger. As a result of the Initial Merger, USR shall become a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of New York, and shall succeed to and assume all of the rights and obligations of SWAC I. The separate corporate existence of SWAC I shall cease as a result of the Initial Merger.

               (b)  Closing . The closing of the Initial Merger (the “Closing”) shall take place at 10:00 a.m., local time, on July 20, 2009 or such other date as may be mutually agreed by S&W and USR, which shall be no later than the third business day after satisfaction or waiver of the conditions set forth in Section 5 (the “Closing Date”), at the offices of Greenberg Traurig, LLP, The Forum, 3290 Northside Parkway, Atlanta, Georgia, unless another date, time, or place is agreed to in writing by the parties hereto.

               (c)  Effective Time . Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger or other appropriate documents (in any such case, the “Certificate of Merger”), in the form of Exhibit A hereto, executed in accordance with the relevant provisions of the NYBCL and the DGCL and shall make all other filings or recordings required under the NYBCL and the DGCL. The Initial Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the state of New York and the Secretary of State of the state of Delaware, or at such other time as SWAC I and USR shall agree should be specified in the Certificate of Merger (the time the Initial Merger becomes effective being hereinafter referred to as the “Effective Time”).

               (d)  Certificate of Incorporation and Bylaws .

                    (i)  Certificate of Incorporation . The Certificate of Incorporation of USR as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of USR, as the surviving corporation to the Initial Merger.

                    (ii)  Bylaws . The bylaws of USR as in effect immediately prior to the Effective Time shall be the bylaws of USR, as the surviving corporation to the Initial Merger.

               (e)  Directors . The directors of SWAC I immediately prior to the Effective Time (consisting of the Chief Executive Officer and Chief Financial Officer of S&W,

together with Matthew A. Gelfand) shall, from and after the Effective Time, be the directors of USR, as the surviving corporation to the Initial Merger, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

               (f)  Officers . The officers of USR immediately prior to the Effective Time as provided in Appendix 1 hereto shall, from and after the Effective Time, be the officers of USR, as the surviving corporation to the Initial Merger, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

               (g)  Effect on Capital Stock and Stock Options. As of the Effective Time, by virtue of the Initial Merger and without any further action on the part of USR, SWAC I, or any holder of any capital stock of USR or SWAC I:

                    (i)  Capital Stock of SWAC I . Each issued and outstanding share of capital stock of SWAC I immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of USR, as the surviving corporation to the Initial Merger, which shall constitute the only outstanding shares of capital stock of USR.

                    (ii)  Cancellation of USR Common Stock . Each share of USR Common Stock that is held in the treasury of USR immediately prior to the Effective Time and each share of USR Common Stock that is owned by S&W, SWAC I, or any other subsidiary of S&W immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

                    (iii)  Conversion of USR Common Stock into Right to Receive Merger Consideration . Each issued and outstanding share of USR Common Stock (other than shares of USR Common Stock to be cancelled in accordance with Section 1.1(g)(ii) and Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive the applicable portion of the Merger Consideration (as hereinafter defined). As of the Effective Time, all such shares of USR Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of USR Common Stock (a “USR Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.

                    (iv)  Options to Purchase USR Common Stock . Each outstanding option, right, award, or instrument to purchase or otherwise acquire USR Common Stock (a “USR Stock-Based Right”), whether or not vested, exercisable, or convertible, either shall be exercised on or before the Effective Time or shall be cancelled and retired, shall cease to exist, shall be null and void, and shall have no right to receive any Merger Consideration.

               (h)  Exchange of Certificates . At the Effective Time, each holder of USR Stock Certificates, upon surrender thereof to S&W or to such bank, trust company, law firm, or other person as shall be designated by S&W, shall be entitled to receive in exchange therefor the portion of the aggregate Merger Consideration that the shares of USR Common Stock theretofore represented by such surrendered USR Stock Certificate or Certificates shall

have been converted into the right to receive. Until so surrendered, each outstanding USR Stock Certificate (other than any USR Stock Certificate representing Dissenting Shares) theretofore representing shares of USR Common Stock shall be deemed after the Effective Time for all purposes to represent only the right to receive the applicable portion of the Merger Consideration.

               (i)  Effective Time Merger Consideration .

                    (i) S&W shall deliver on account of all shares of USR Common Stock outstanding immediately prior to the Effective Time an amount equal to (A) 5,600,000 shares of S&W Common Stock (as hereinafter defined) (the “Stock Portion”) plus (B) cash in an amount determined pursuant to the next sentence (the “Cash Portion,” and collectively with the Stock Portion, the “Effective Time Merger Consideration”); provided, however, that S&W shall have no obligation under this Agreement to issue shares of S&W Common Stock to any stockholder of USR that is not an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or who is not otherwise suitable to acquire shares of S&W Common Stock in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Cash Portion shall equal the amount by which $52,500,000 exceeds the aggregate value of the Stock Portion based on the average of the closing price of the common stock, par value $0.001 per share, of S&W (the “S&W Common Stock”) on the Nasdaq Global Select Market during the 10 trading day period ending two trading days prior to the Effective Time; subject to a minimum price of $4.70 per share (in which case the Cash Portion shall equal $26,180,000, which is the maximum amount of cash that will be payable under this Agreement) and a maximum price of $7.80 per share (in which case the Cash Portion shall equal $8,820,000, which is the minimum amount of cash that will be payable under this Agreement). In the event that the Stock Portion based on the closing price of the S&W Common Stock on the Nasdaq Global Select Market on the trading day immediately preceding the Closing Date (the “Closing Date FMV”) does not equal or exceed 40% of the Effective Time Merger Consideration, then S&W shall deliver for the account of all shares of USR Common Stock outstanding immediately prior to the Effective Time an additional amount of shares of S&W Common Stock (the “Additional Stock Portion”) up to a maximum amount of 3,000,000 shares of S&W Common Stock, which shares shall come first from the Earn-Out Merger Consideration for 2009 and second from the Earn-Out Merger Consideration for 2010, as provided in Section 1.1(j)(i) and (ii) below, if necessary so that the Stock Portion, with the Additional Stock Portion, based on the Closing Date FMV equals or exceeds 40% of the Merger Consideration delivered at the Effective Time. Pursuant to Section 5.2(o) , S&W will have the right but not the obligation to cure any deficiency whereby the Stock Portion, with the Additional Stock Portion, based on the Closing Date FMV does not equal or exceed 40% of the Merger Consideration delivered at the Effective Time.

                    (ii) A portion of the Effective Time Merger Consideration equal to $4,250,000 in cash (the “Escrow Fund”) shall be deposited at the Closing with Wells Fargo Bank, National Association, or such other bank or trust company in the United States as may be designated by S&W and reasonably acceptable to the Stockholders’ Representative, as escrow agent (the “Escrow Agent”), in accordance with an Escrow Agreement substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”). The Escrow Fund will be held

and distributed in accordance with the terms of the Escrow Agreement and Section 7 of this Agreement.

                    (iii) The Cash Portion shall be reduced by the amount of the fees and expenses of USR incident to the negotiation, preparation, and execution of this Agreement and the obtaining of the necessary approvals thereof, including the fees and expenses of USR’s counsel, accountants, investment bankers, and other experts, which amount shall be disbursed by USR at the Effective Time; provided that USR may pay the fee owed to Steele Partners Inc. (“Steele Partners”) in the amount of $300,000 (the “Steele Partners Fee”) on or prior to the Closing Date (and such Steele Partners Fee shall not be deposited into the Stockholders’ Representative Expense Fund (as hereinafter defined) pursuant to this Section 1.1(i)(iii) ) if Steele Partners acknowledges and agrees that upon the payment of the Steele Partners Fee, Steele Partners has received all fees, payments, reimbursable expenses, and other compensation owed or owing to it by USR in connection with, or arising out of, the provision of services by Steele Partners to USR prior to the Closing Date, including in respect of that certain Advisory Services Agreement dated May 15, 2009, between Steele Partners and USR. In addition, a further portion of the Cash Portion equal to $100,000 in cash shall be deposited in an account as directed by the Stockholders’ Representative (the “Stockholders’ Representative Expense Fund”). The Stockholders’ Representative Expense Fund shall be held and distributed in accordance with Section 8.7 . The Effective Time Merger Consideration (including the Additional Stock Portion, if applicable), less the Escrow Fund and the Stockholders’ Representative Expense Fund, shall be distributed to the stockholders of USR in accordance with Schedule 1.1(i) hereto, as it may be modified by the mutual agreement of the parties prior to the Effective Time, subject to the proviso contained in the first sentence of Section 1.1(i)(i) .

               (j)  Earn-Out Merger Consideration .

                    (i)  2009 EBITDA Targets . S&W shall deliver to the Stockholders’ Representative, on behalf of the USR stockholders, based on their proportionate ownership of USR Common Stock at the Effective Time, additional shares of S&W Common Stock, less the Additional Stock Portion delivered pursuant to Section 1.1(i)(i) , if any, if the EBITDA (as hereinafter defined) of the Surviving Corporation (as hereinafter defined) for the year ending December 31, 2009 is at one of the following levels, provided that if (A) the Additional Stock Portion delivered pursuant to Section 1.1(i)(i) equals or exceeds 2,040,000 shares, or (B) the calculation of the additional shares pursuant to this Section 1.1(j)(i) would be a negative number, then in each such case no additional shares of S&W Common Stock shall be delivered pursuant to this Section 1.1(j)(i) .

                    (ii)  2010 EBITDA Targets . S&W shall deliver to the Stockholders’ Representative, on behalf of the USR stockholders, based upon their proportionate ownership of USR Common Stock at the Effective Time, additional shares of S&W Common Stock, less (A) shares delivered for the year ending December 31, 2009 pursuant to Section 1.1(j)(i) , and (B) the Additional Stock Portion delivered pursuant to Section 1.1(i)(i) , if any, if the EBITDA of the Surviving Corporation for the year ending December 31, 2010 is at one of the following levels, provided that if the calculation of the additional shares pursuant to this Section 1.1(j)(ii) would be a negative number, then no additional shares of S&W Common Stock shall be delivered pursuant to this Section 1.1(j)(ii) .

                    (iii)  Earn-Out Procedure . Up to 4,080,000 shares of S&W Common Stock delivered pursuant to this Section 1.1(j) shall be the “Earn-Out Merger Consideration,” and together with the Effective Time Merger Consideration, the “Merger Consideration.” The Earn-Out Merger Consideration will be distributed as set forth as in this Section 1.1(j)(iii) :

                         (A) Within the earlier to occur of (1) 90 days following the applicable calendar year end, or (2) 30 days after S&W’s receipt of the audited financial statements of the Surviving Corporation for the applicable calendar year, S&W shall prepare and deliver to the Stockholders’ Representative a statement (the “Earn-Out Statement”) setting forth (x) the EBITDA of the Surviving Corporation for the preceding year and (y) S&W’s calculation of the Earn-Out Merger Consideration to be paid in respect of such year. The information contained in the Earn-Out Statement shall be prepared in accordance with GAAP (as hereinafter defined) consistent with the accounting procedures consistently applied in USR’s audited financial statements for the year ended December 31, 2008. The Stockholders’ Representative and his accountants and advisors shall be entitled to review the Earn-Out Statement and the calculation of the Earn-Out Merger Consideration, and any work papers, trial balances, and similar materials relating to the Earn-Out Statement and the calculation of the Earn-Out Merger Consideration prepared by S&W or its accountants. S&W shall also provide the Stockholders’ Representative and his accountants with timely access, during regular business hours, to S&W’s relevant employees and outside accountants, properties, books, and records to the extent involved with or related to the preparation of the Earn-Out Statement and the calculation of the Earn-Out Merger Consideration.

                         (B) If, within 30 days following delivery of the Earn-Out Statement, the Stockholders’ Representative has not given S&W written notice of his objection to the calculation of EBITDA or the Earn-Out Merger Consideration (which notice shall state in reasonable detail the basis of the Stockholders’ Representative’s objection), then S&W’s calculation of the Earn-Out Merger Consideration shall be binding and conclusive on the parties for all purposes hereunder.

                         (C) If the Stockholders’ Representative gives S&W written notice of objection within the 30-day period set forth in Section 1.1(j)(iii)(B) , then the Stockholders’ Representative and S&W shall negotiate in good faith for a further 30 days to resolve the Stockholders’ Representative’s objection. If the Stockholders’ Representative and S&W fail to resolve the issues outstanding with respect to S&W’s calculation of EBITDA and the Earn-Out Merger Consideration within 30 days after S&W’s receipt of the Stockholders’ Representative’s objection notice, the Stockholders’ Representative and S&W shall submit the issues remaining in dispute to an independent accounting firm of national reputation selected by S&W and not reasonably objected to by the Stockholders’ Representative (the “Independent Accountant”) within 10 days after the expiration of the 30 day negotiation period for resolution in accordance with the terms of this Agreement. If issues are submitted to the Independent Accountant for resolution, (1) the Stockholders’ Representative and S&W shall furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party or his/her/its agents and shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues and to discuss issues with the Independent Accountant; (2) the determination by the Independent Accountant of EBITDA and the Earn-Out Merger Consideration, as set forth in a notice to be delivered to both the Stockholders’ Representative and S&W within 30 days of the submission to the Independent Accountant of the issues remaining in dispute, shall be final, binding, and conclusive on the parties; and (3) the Stockholders’ Representative and S&W shall each bear 50% of the fees and costs of the Independent Accountant for such determination.

                         (D) After the final calculation of EBITDA and Earn-Out Merger Consideration pursuant to this Section 1.1(j)(iii) for the applicable period, the Earn-Out Merger Consideration, if any, shall be distributed within five business days.

                    (iv)  Calculation of EBITDA .

                         (A) The term “EBITDA” as used in this Section 1.1(j) shall mean the Surviving Corporation’s earnings before interest, taxes, depreciation, and amortization, in each case determined in accordance with GAAP consistent with the accounting procedures consistently applied in USR’s audited financial statements for the year ended December 31, 2008 and shall exclude costs relating to stock option expensing under FASB 123R and other costs and expenses incurred as a result of or incident to the negotiation, preparation, and execution of this Agreement or the consummation of the Mergers (including any accounting allocations, such as allocations of USR’s goodwill attributable to the acquisition of USR Common Stock in the Mergers, any filing fees, fees and expenses of counsel, accountants, financial advisors, and other experts, and associated travel and other expenses related thereto). Attached as Schedule 1.1(j)(iv)(A) hereto is a sample calculation of the EBITDA of USR for the year ended December 31, 2008.

                         (B) For the purpose of calculating EBITDA during the Earn-Out Period (as hereinafter defined), the Surviving Corporation shall be treated as a separate company, comprised of the assets and business of the Surviving Corporation at the effective time of the Subsequent Merger and the additional assets and business arising as a result of internal growth and expansion. Any and all corporate overhead expenses arising from services for the

Surviving Corporation provided by or purchased through S&W (including expenses allocated from S&W and its affiliates), including legal fees, insurance, auditing, corporate compliance, and accounting fees, to the extent that such amounts are greater, in the aggregate, than provided in the Forecast and Headcount Analysis furnished by USR to S&W (the “USR Operating Plan”), will be excluded in calculating EBITDA; provided, however, that the costs of employee benefits required to be provided by Section 4.7 hereto shall not be excluded from the calculation of EBITDA; provided, further, however, that the officers of USR may elect to defer the inclusion of the Continuing Employees in the employee benefit plan of S&W as provided in Section 4.7 until the expiration of the Earn-Out Period. Any and all costs and expenses of any personnel of S&W or its affiliates that are used in managing or monitoring the Surviving Corporation will not be taken into consideration in calculating EBITDA. During the period from the Effective Time through December 31, 2010 (the “Earn-Out Period”), except as expressly addressed above, no corporate overhead shall be allocated to the Surviving Corporation for purposes of calculating EBITDA.

                    (v)  Employment Matters . In the event that the employment by S&W, the Surviving Corporation, or any of S&W’s other subsidiaries of Matthew A. Gelfand or Wesley M. Foss is terminated by S&W without Cause (as defined in the Severance Agreements between S&W and each of Messrs. Gelfand and Foss, respectively, the form of which is attached as Exhibit H hereto (the “Severance Agreements”)) or by Mr. Gelfand or Mr. Foss for Good Reason (as defined in the Severance Agreements), S&W shall deliver to the Stockholders’ Representative on behalf of the USR stockholders within five days of such event the maximum Earn-Out Merger Consideration payable pursuant to this Section 1.1(j) regardless of any EBITDA that may be subsequently calculated for either year in the Earn-Out Period. During the Earn-Out Period, for so long as Matthew A. Gelfand is employed by S&W, the Surviving Corporation, or any of S&W’s other subsidiaries, he shall serve as President of the Surviving Corporation.

                    (vi)  Operation of the Business; Budgets .

                         (A) During the Earn-Out Period, it is the intention of the management of USR and S&W to operate the business of the Surviving Corporation as a standalone privately held business generally as outlined in the USR Operating Plan. If either S&W or Matthew A. Gelfand determines that actions not contemplated in the USR Operating Plan are potentially in the best interests of the Surviving Corporation’s business, the parties will not undertake such actions unless both parties acting in good faith mutually agree to such actions. Any potential impact on the Earn-Out Merger Consideration will be addressed by the parties and a mutually agreed solution will be determined before such action is taken.

                         (B) During the Earn-Out Period, S&W shall cause the Surviving Corporation to continue to operate the business of the Surviving Corporation in the ordinary course, consistent with past practice of USR and in accordance with the USR Operating Plan; provided, that in the event the prior written consent of Matthew A. Gelfand, Wesley M. Foss, or the Stockholders’ Representative, as applicable, is required to be obtained pursuant to Section 1.1(j)(vii) , appropriate adjustments to the performance targets for receiving the Earn-Out Merger Consideration shall be made (as mutually agreed by S&W and Mr. Gelfand, Mr. Foss, or the Stockholders’ Representative, as applicable, both acting reasonably and in good faith) in

order to eliminate the impact of such extraordinary changes from the calculation of EBITDA and the Earn-Out Merger Consideration. For the avoidance of doubt, the Stockholders’ Representative and S&W acknowledge and agree that internal growth of the Surviving Corporation’s business shall not be considered extraordinary. S&W will not take any action in bad faith in order to reduce the amount or delay the payments, if any, to the USR stockholders pursuant to this Section 1.1(j) . USR and the Stockholders’ Representative covenant that Matthew A. Gelfand, Wesley R. Foss, and other Continuing Employees (as hereinafter defined) will not take any action in bad faith in order to increase the amount or accelerate the payments, if any, to the USR stockholders pursuant to this Section 1.1(j) .

                         (C) Matthew A. Gelfand, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event Mr. Gelfand is not so employed, Wesley M. Foss, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event that neither Mr. Gelfand nor Mr. Foss is so employed, the Stockholders’ Representative, together with the management of S&W, each acting reasonably and in good faith and consistent with past practices and the USR Operating Plan, shall determine the Surviving Corporation’s annual operating budget, capital expense budget, and sales and marketing budget throughout the Earn-Out Period and shall control the pricing for the Surviving Corporation’s products and services, all consistent with the USR Operating Plan. If S&W requests that the Surviving Corporation undertake specific business which Mr. Gelfand, Mr. Foss, or the Stockholders’ Representative, as applicable, would otherwise reject because of insufficient profit margin, the Surviving Corporation shall have the right to undertake this extraordinary business; provided that Mr. Gelfand, Mr. Foss, or the Stockholders’ Representative, as applicable, and S&W agree to adjustments to reflect reasonable and customary profit margins for the purpose of calculating EBITDA for the period during which such extraordinary business is undertaken.

                    (vii)  Actions Requiring Approval . During the Earn-Out Period, the taking of any of the following actions shall require the prior written consent of Matthew A. Gelfand, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event Mr. Gelfand is not so employed, Wesley M. Foss, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event that neither Mr. Gelfand nor Mr. Foss is so employed, the Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed, or conditioned:

                         (A) Causing the Surviving Corporation to purchase or acquire, or transfer or convey, any material assets or properties or enter into any material transaction or make or enter into any material contract or commitment, except in the ordinary course of business or as contemplated by the USR Operating Plan;

                         (B) Causing the Surviving Corporation to make any loan or advance to, or purchase any stock or securities of, any other person, corporation, trust, or other entity if such action would materially impair the working capital of the Surviving Corporation;

                         (C) Changing, in any material respect, the accounting methods or practices followed by the Surviving Corporation from the accounting methods or practices followed by USR in the period prior to the Effective Time;

                         (D) Causing the Surviving Corporation to make any capital expenditures, capital additions, or capital improvements in excess of $50,000 individually or $100,000 in the aggregate, except for capital expenditures, capital additions, or capital improvements reflected in the USR Operating Plan;

                         (E) Changing the location of the principal place of business of the Surviving Corporation; and

                         (F) Hiring and termination of employment of more than 10% of the Continuing Employees, other employees of the Surviving Corporation, or employees of S&W or any of its subsidiaries whose work efforts are primarily related to the conduct of the business of the Surviving Corporation, all except for the termination for cause of employees under S&W’s standard employment practices.

                    (viii)  Effect of Change in Control of S&W . In the event of a Change in Control (as hereinafter defined) of S&W after the Effective Time but prior to the final determination and payment of Earn-Out Merger Consideration with respect to 2009, S&W shall deliver to the Stockholders’ Representative on behalf of the USR stockholders and immediately prior to the consummation of such event the maximum Earn-Out Merger Consideration payable pursuant to this Section 1.1(j) regardless of any EBITDA that may be subsequently calculated for 2009. If no Change in Control shall occur prior to the final determination and payment of the Earn-Out Merger Consideration with respect to 2009, then the procedures established by this Section 1.1(j) and the USR stockholders’ right to receive any Earn-Out Merger Consideration shall remain as set forth herein; provided, however, that if, following the final determination and payment of the Earn-Out Merger Consideration with respect to 2009 but prior to the final determination and payment of the Earn-Out Merger Consideration with respect to 2010, there is a Change in Control of S&W, the Earn-Out Merger Consideration with respect to 2010 shall be paid in the form of the consideration that would have been received by the USR stockholders if they had held the number of shares of S&W Common Stock payable as Earn-Out Merger Consideration at the time of the Change in Control event. For example, (A) if S&W were acquired in an all-cash Change in Control transaction, the USR stockholders would be entitled to receive in lieu of each share of S&W Common Stock payable as Earn-Out Merger Consideration for 2010 pursuant to this Section 1.1(j) the amount of cash paid on a per-share basis to stockholders of S&W in the Change in Control transaction, or (B) if S&W were acquired in a stock-for-stock Change in Control transaction, the USR stockholders would be entitled to receive in lieu of the shares of S&W Common Stock payable as Earn-Out Merger Consideration pursuant to this Section 1.1(j) the number of shares of stock of the acquirer in the Change in Control transaction calculated by multiplying the number of shares of the S&W Common Stock otherwise payable pursuant to this Section 1.1(j) by the applicable exchange ratio in the Change in Control transaction. For the purposes of this Agreement, “Change in Control” shall mean any of the following:

                         (A)  Acquisition of Stock by Third Party . Any person, entity or group is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of S&W representing more than 50% of the combined voting power of S&W’s then outstanding securities; provided, however, that the term “beneficial owner” shall exclude any person, entity, or group otherwise becoming a beneficial owner of S&W securities by reason of the stockholders of S&W approving a merger or consolidation of S&W with another entity that would result in the voting securities of S&W outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

                         (B)  Change in Board of Directors . During the Earn-Out Period, individuals who at the beginning of the Earn-Out Period constitute the Board of Directors of S&W (the “S&W Board”), and any new director whose election by the S&W Board or nomination for election by S&W’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority of the members of the S&W Board;

                         (C)  Corporate Transactions . The effective date of a merger or consolidation of S&W or any of its subsidiaries with any other entity, other than a merger or consolidation that would result in the voting securities of S&W outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and

                         (D)  Liquidation or Asset Sale . The approval by the stockholders of S&W of a complete liquidation of S&W and its subsidiaries or an agreement for the sale or disposition by S&W or any of its subsidiaries of all or substantially all of the assets of S&W and its subsidiaries, taken as a whole.

                    (ix)  Tax Treatment . For tax purposes, the Earn-Out Merger Consideration shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b) example (2) using the 3-month test rate of interest provided for in Treasury Regulation Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. As to such Earn-Out Merger Consideration paid to each USR stockholder, shares representing the principal component (with a value equal to the principal component) and shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

               (k)  Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, shares of USR Common Stock issued and outstanding immediately prior to the Effective Time and held by any stockholder that did not vote in favor of the Initial Merger and that complies with Section 623 of the NYBCL (the “Dissenting Shares”) shall not be converted into the right to receive any Merger Consideration, but instead shall be converted into the right to receive such consideration as may be determined to be due such stockholder pursuant to the NYBCL. If any such stockholder shall have failed to perfect or shall have effectively withdrawn or lost such stockholder’s rights to appraisal under the NYBCL, that stockholder’s shares of USR Common Stock shall thereupon be converted into the right to receive, as of the Effective Time, the applicable portion of the Merger Consideration without any interest. USR shall give S&W (i) prompt notice of any written demands for appraisal of USR Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to the NYBCL and received by USR relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the NYBCL. USR shall not, except with the prior written consent of S&W, voluntarily make any payment with respect to any demands for appraisal of USR Common Stock, offer to settle or settle any demands, or approve any withdrawal of any such demands.

           1.2 The Subsequent Merger .

               (a)  The Subsequent Merger . Immediately following the Effective Time and in accordance with the DGCL and the NYBCL, S&W shall cause USR, as the surviving corporation to the Initial Merger, to be merged with and into SWAC II in accordance with, and with the effects provided in, the applicable provisions of the DGCL and the NYBCL (the “Subsequent Merger”). SWAC II shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) resulting from the Subsequent Merger. As a result of the Subsequent Merger, SWAC II shall continue to be a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of Delaware, and shall succeed to and assume all of the rights and obligations of USR. The separate corporate existence of USR shall cease as a result of the Subsequent Merger.

               (b)  Effective Time . Subject to the provisions of this Agreement, immediately following the Effective Time, the parties shall file a Certificate of Merger or other appropriate documents (in any such case, the “Subsequent Merger Certificate of Merger”), in the form of Exhibit B hereto, executed in accordance with the relevant provisions of the DGCL and the NYBCL and shall make all other filings or recordings required under the DGCL and the NYBCL. The Subsequent Merger shall become effective at such time as the Subsequent Merger Certificate of Merger is duly filed with the Secretary of State of the state of Delaware and the Secretary of State of the state of New York, or at such other time as S&W shall agree should be specified in the Subsequent Merger Certificate of Merger.

               (c)  Effect on Capital Stock . At the effective time of the Subsequent Merger and without any further action on the part of USR, as the surviving corporation to the Initial Merger, S&W, SWAC II, or any holder of any capital stock of USR or SWAC II, each issued and outstanding shares of Common Stock of USR following the Effective Time and immediately prior to the effective time of the Subsequent Merger shall continue as one share of

common stock, par value $0.001 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

               (d)  Certificate of Incorporation and Bylaws .

                    (i)  Certificate of Incorporation . The Certificate of Incorporation of SWAC II as in effect immediately prior to the effective time of the Subsequent Merger shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law; provided, that Article I thereof shall be amended to provide that the corporate name of the Surviving Corporation is “Universal Safety Response, Inc.”

                    (ii)  Bylaws . The bylaws of SWAC II as in effect immediately prior to the effective time of the Subsequent Merger shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

               (e)  Directors . The directors of USR immediately prior to the effective time of the Subsequent Merger shall, from and after the effective time of the Subsequent Merger, be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

               (f)  Officers . The officers of USR immediately prior to the effective time of the Subsequent Merger as provided in Appendix 1 hereto shall, from and after the effective time of the Subsequent Merger, be the officers of the Surviving Corporation as provided in Appendix 1 until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

           1.3 Reorganization . This Agreement is intended to constitute a “plan of reorganization” with respect to the Mergers, taken together, for United States federal income tax purposes pursuant to which, for such purposes, the Initial Merger and the Subsequent Merger, taken together, are to be treated as a “reorganization” under Section 368(a) of the Code (to which each of S&W, SWAC II, and USR are to be parties under Section 368(b) of the Code) in which USR is to be treated as merging directly with and into SWAC II with the USR Common Stock converted in such merger into the right to receive the consideration provided for hereunder.

           1.4 Further Documents . From time to time, on and after the Effective Time, as and when reasonably requested by S&W, the appropriate officers and directors of USR as of the Effective Time shall, for and on behalf and in the name of USR or otherwise, execute and deliver all such deeds, bills of sale, assignments, and other instruments and shall take or cause to be taken such further or other actions as S&W may deem reasonably necessary or desirable in order to confirm of record or otherwise to the Surviving Corporation title to and possession of all of the properties, rights, privileges, powers, franchises, and immunities of USR and otherwise to carry out fully the provisions and purposes of this Agreement.

SECTION 2.
STOCKHOLDER APPROVALS

          Meetings or written consents of the stockholders of SWAC I, SWAC II, and USR shall be held or obtained in accordance with the laws of their respective states of incorporation, on or before July 17, 2009, in each case, among other things, to consider and act upon the adoption of this Agreement (except, in the case of SWAC I and SWAC II, the adoption of this Agreement may be consented to in writing by S&W, as their sole stockholder, on or before that date). As a further inducement to the parties to enter into this Agreement, the stockholders of USR listed on Appendix 2 hereto (the “Principal Stockholders”) shall execute and deliver to S&W upon the execution of this Agreement a Voting Agreement in the form of Exhibit D hereto (the “Voting Agreement”) pursuant to which the Principal Stockholders separately agree to vote the USR Common Stock owned by them in favor of this Agreement and the transactions contemplated hereby.

SECTION 3.
REPRESENTATIONS AND WARRANTIES

           3.1 Representations and Warranties of USR . Except as otherwise set forth in the USR Disclosure Schedule heretofore delivered by USR to S&W, USR and the Stockholders’ Representative (solely and severally on behalf of the stockholders of USR) jointly and severally represent and warrant to S&W and SWAC as follows:

               (a)  Due Incorporation, Good Standing, and Qualification . USR is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as now being conducted. USR is not subject to any material liability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. Schedule 3.1(a) hereto sets forth, as of the date of this Agreement, each jurisdiction in which USR is qualified to do business.

               (b)  Corporate Authority . USR has the corporate power and authority to enter into this Agreement and, subject to the requisite approval of the USR stockholders, to carry out the transactions contemplated hereby. The Board of Directors of USR has duly authorized the execution, delivery, and performance of this Agreement. Other than stockholder approval, no other corporate proceedings on the part of USR are necessary to authorize the execution and delivery by USR of this Agreement or the consummation by USR of the transactions contemplated hereby. This Agreement has been duly executed and delivered by USR and, assuming due authorization, execution, and delivery hereof by each of the other parties hereto, constitutes a legal, valid, and binding agreement of USR, enforceable against USR in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

               (c)  Capital Stock . As of the date of this Agreement, USR has authorized capital stock consisting of 3,000,000 shares of USR Common Stock, $0.0001 par value, of which 2,032,655 shares are issued and outstanding. As of such date, 96,551 shares of USR Common Stock are reserved for issuance upon the terms of outstanding USR Stock-Based Rights. All of the issued and outstanding shares of capital stock of USR have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, the outstanding shares of USR Common Stock are owned as set forth in Schedule 3.1(c) hereto.

               (d)  Options, Warrants, and Rights . USR does not have any outstanding options, rights, awards, or instruments to purchase or otherwise acquire any shares of its capital stock, other than as set forth in Schedule 3.1(d) hereto.

               (e)  Subsidiaries . USR does not have any subsidiaries or own, and has never had or owned, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any corporation or other business.

               (f)  Financial Statements . The Balance Sheet of USR as of December 31, 2008 and the related Statement of Operations, Statement of Changes in Stockholders’ Equity (Deficit), and Statement of Cash Flows for the year ended December 31, 2008, and all related schedules and notes to the foregoing, have been audited by Lattimore Black Morgan & Cain, PC, and the Balance Sheets of USR as of December 31, 2007 and April 30, 2009 and the related Statement of Operations, Statement of Changes in Stockholders’ Equity (Deficit), and Statement of Cash Flows of USR for the year ended December 31, 2007, and all related schedules and notes to the foregoing, have been prepared by USR without audit. All of the foregoing financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), applied on a consistent basis, and fairly present, in all material respects, the financial position, results of operations, and changes in financial position of USR as of their respective dates and for the periods indicated. USR has no material liabilities, obligations, or commitments of a type that would be required to be disclosed in a balance sheet prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Balance Sheet of USR as of April 30, 2009 (“USR Base Balance Sheet”), or incurred since the date of the USR Base Balance Sheet in the ordinary course of business.

               (g)  No Material Adverse Change . Since April 30, 2009, there has not been and, to the knowledge of USR, there is not threatened (i) any material adverse change in the financial condition, business, properties, assets, or results of operations of USR; (ii) any loss or damage (whether or not covered by insurance) to any of the assets or properties of USR that materially affects or impairs the ability of USR to conduct its business; (iii) any event or condition of any character that has materially and adversely affected the business or condition (financial or otherwise) of USR; or (iv) any mortgage or pledge of any material amount of the assets or properties of USR, or any indebtedness incurred by USR, other than indebtedness, not material in the aggregate, incurred in the ordinary course of business.

               (h)  Title to Properties . USR has good and marketable title to all of its real and personal assets and properties, including all assets and properties reflected in the USR Base Balance Sheet, or acquired subsequent to the date of the USR Base Balance Sheet, except properties disposed of subsequent to that date in the ordinary course of business and except where the failure to have good and marketable title would have an inconsequential effect on the business, assets, properties, or operations, or on the condition, financial or otherwise, of USR. Such assets and properties are not subject to any mortgage, pledge, lien, claim, encumbrance, charge, security interest, title retention, or other security arrangement, except for liens for the payment of federal, state, or other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of USR or the ownership of its assets or properties that were not incurred in connection with the borrowing of money or the obtaining of advances, and that do not in the aggregate materially detract from the value of the assets or properties of USR taken as a whole or materially impair the use thereof in the operation of USR’s business, except in each case as disclosed in the USR Base Balance Sheet. All leases pursuant to which USR leases real or personal property for payments equal to or in excess of $25,000 are valid and effective in accordance with their respective terms. Schedule 3.1(h) hereto sets forth, as of the date hereof, a list of all mortgages and real and personal property (for aggregate value per personal property lease in excess of $25,000) leases used to conduct the business of USR.

               (i)  Condition of Assets and Properties . The buildings, equipment, machinery, fixtures, furniture, furnishings, office equipment, and all other tangible personal assets and properties presently used in, or necessary for the operation of, the business of USR, do not require any repairs other than normal maintenance and are in good operating condition, ordinary wear and tear excepted.

               (j)  Litigation . There are no actions, suits, proceedings, or other litigation pending or, to the knowledge of USR, threatened in writing against USR, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality that, if determined adversely to USR, would individually or in the aggregate have a material adverse effect on the business, assets, properties, or operations, or on the condition, financial or otherwise, of USR. USR is not a party to any decree, order, or arbitration award (or agreement entered into in any administrative, judicial, or arbitration proceeding with any governmental authority) with respect to or affecting any of its assets or properties or the use thereof or the conduct of its business. Neither USR, nor, to USR’s knowledge, any officer, director, manager, employee, or agent of USR has made any oral or written warranties with respect to the quality or absence of defect of the products or services sold or performed by USR that are in force as of the date hereof. There are no material claims pending, anticipated, or, to the knowledge of USR, threatened in writing against USR with respect to the quality of or absence of defects in such products or services. USR has not been required to pay direct, incidental, or consequential damages to any person or entity in connection with any of such products or services at any time during the five-year period preceding the date of this Agreement.

               (k)  Licenses and Permits . USR is not subject to any material disability or liability by reason of its failure to possess any license, permit, franchise, certificate, consent, approval, or authorization. USR has all licenses, permits, franchises, certificates,

consents, approvals, and authorizations of whatever kind and type, governmental or private, necessary for the business currently conducted by it and the ownership or use of all assets and properties and the premises occupied by it. Schedule 3.1(k) hereto constitutes a true, correct, and complete list of all licenses, permits, franchises, certificates, consents, approvals, and authorizations necessary for the conduct of the business of USR.

               (l)  Intellectual Property . USR owns or holds all of the rights to use all trademarks, trade names, trade secrets, logos, fictitious names, service marks, slogans, patents, and copyrights that are used in or necessary to the operation of its business. Schedule 3.1(l) hereto constitutes, as of the date hereof, a true, complete, and correct list of all of the registered intellectual property and applications therefor owned by or exclusively licensed to USR. To the knowledge of USR, none of the matters covered by the intellectual property, nor any of the products or services sold or provided by USR, nor any of the processes used or the business practices followed by USR, infringes or has infringed upon any patent, trademark, trademark right, trade name, trade name right, trade secret, logo, fictitious name, service mark, slogan, or copyright owned by any person or entity (or any application with respect thereto), or constitutes unfair competition. USR is not, and following the Effective Time neither S&W nor any subsidiary of S&W will be, obligated to pay any royalty or other payment with respect to any intellectual property. To the knowledge of USR, no person or entity is producing, providing, selling, or using products or services that would constitute an infringement of any intellectual property of USR.

               (m)  No Violation . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate or result in a breach by USR of, or constitute a default under, or conflict with, or cause any acceleration of any obligation with respect to (i) any provision or restriction of any charter, bylaw, stockholders’ agreement, operating agreement, voting trust, proxy, or other similar agreement of USR or known to USR; (ii) any loan agreement, indenture, lease, mortgage, or lien of USR; (iii) any provision or restriction of any material lease agreement, contract, or instrument to which USR is a party or by which it is bound; or (iv) any order, judgment, award, decree, law, rule, ordinance, or regulation or any other restriction of any kind or character to which any assets or properties of USR is subject or by which USR is bound. Neither the execution and delivery by USR of this Agreement or any of the other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby or thereby, will result in the creation of any lien, claim, right, charge, encumbrance, or security interest of any nature or type whatsoever with respect to any of the stock, assets, or properties of USR.

               (n)  Taxes .

                    (i) USR has duly filed in correct form all Tax Returns (as hereinafter defined) relating to the activities of USR required or due to be filed (with regard to applicable extensions) on or prior to the date hereof. All such Tax Returns are complete and accurate in all material respects, and USR has paid or made provision for the payment of all Taxes (as hereinafter defined) that have been incurred or are due or claimed to be due from USR by foreign, federal, state, or local taxing authorities for all periods ending on or before the date hereof, other than Taxes or other charges that are not delinquent or are being contested in good faith and have not been finally determined and have been disclosed to S&W. The amounts set up

as reserves for Taxes on the books of USR are sufficient in the aggregate for the payment of all unpaid Taxes (including any interest or penalties thereon), whether or not disputed, accrued, or applicable. To the knowledge of USR, no claims for Taxes or assessments are being asserted or threatened against USR. USR has furnished to S&W a copy of all Tax Returns filed for it within the five-year period prior to the date of the Agreement. For purposes of this Agreement, the term “Taxes” shall mean all taxes, charges, fees, levies, or other assessments, including, income, gross receipts, excise, property, sales, transfer, license, payroll, franchise, and withholding taxes, imposed by the United States or any state, local, or foreign government or subdivision or agency thereof, and such term shall include any interest, penalties, or additions to tax attributable to such assessments or to the failure to file any Tax Return; and the term “Tax Return” shall mean any report, return, or other information required to be supplied to a taxing authority or required by a taxing authority to be supplied to any other person.

                    (ii) USR has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. USR has no non-accountable expense reimbursement arrangement within the meaning of Treasury Regulation Section 1.62-2(c).

                    (iii) USR has not distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code within the last five years, and the stock of USR has not been distributed in a transaction satisfying the requirements of Section 355 of the Code within the last five years.

                    (iv) USR has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulation Section 301.6011-4(b). If USR has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (A) substantial authority for the tax treatment of such transaction or (B) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

                    (v) USR is not, and has not in the last five years been, a “United States real property holding corporation” within the meaning of the Code and any applicable regulations promulgated thereunder. None of the stockholders of USR is a foreign person within the meaning of Section 1445 of the Code.

                    (vi) USR has not agreed, and is not required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise for any taxable period (or portion thereof) ending after the Closing Date.

                    (vii) Neither USR nor any of its affiliates has taken or agreed to take any action (other than action contemplated by this Agreement) that could reasonably be expected to prevent the Mergers, taken together, from constituting a “reorganization” under section 368(a) of the Code. To the knowledge of USR, there is no agreement, plan, or other circumstance that could reasonably be expected to prevent the Mergers, taken together, from so qualifying.

               (o)  Accounts Receivable . Each account receivable of USR has arisen from a bona fide transaction relating to the sale of goods or the provision of services in the ordinary course of business, and, to the knowledge of USR, is subject to no defenses, setoffs, or counterclaims, except to the extent of the reserve reflected in the books of USR.

               (p)  Contracts . USR is not a party to (i) any plan or contract providing for bonuses, incentives, pensions, stock options, stock purchases, deferred compensation, retirement payments, pension, profit sharing, or welfare benefits; (ii) any plan or agreement providing for fringe benefits to present or former employees, including sick leave, severance pay, medical, hospitalization, life insurance, or related benefits; (iii) any lease, installment purchase agreement, or other contract with respect to any real or personal property used or proposed to be used in its operations, excepting, in each case, items included within aggregate amounts disclosed or reflected in the USR Base Balance Sheet; (iv) any employment, consulting, or other similar arrangement not terminable by it upon 30 days or less notice without penalty to it or that provides for payments upon or after termination; (v) any contract or agreement for the purchase of any commodity, material, fixed asset, or equipment in excess of $50,000; (vi) any contract or agreement creating an obligation of USR of $50,000 or more; (vii) any mortgage, deed of trust, pledge agreement, security agreement, lease, or other contract or agreement in excess of $25,000 (except for such contracts or agreement in which USR has substantially completed its obligations thereunder), which by its terms does not terminate or is not terminable by it without penalty to it; (viii) any loan agreement, letter of credit, financing agreement, indenture, promissory note, or other similar type of arrangement; (ix) any purchase commitment to, or contract or agreement with, any manufacturer or other supplier creating an obligation of $50,000 or more; or (x) any license, authority, or permit in favor of any person or entity with respect to its business or any of its assets or properties (each a “Material Contract”). All Material Contracts to which USR is a party are valid and enforceable in accordance with their terms; USR, and, to the knowledge of USR, all other parties to each Material Contract have performed all obligations required to be performed to date and have waived no rights thereunder; neither USR nor, to the knowledge of USR, any such other party is in default or in arrears under the terms of any Material Contract; and, to the knowledge of USR, no condition exists or event has occurred that, with the giving of notice or lapse of time or both, would constitute a default under any of them. USR is not bound by any agreement or arrangement to sell or provide goods or services at prices below the prevailing market prices therefor or to purchase goods or services at prices above the prevailing market prices therefor. USR has received no notice in writing, and USR has no reason to believe, that any of the manufacturers for or suppliers to USR intends to terminate its business relationship with USR for any reason whatsoever.

               (q)  Compliance with Law and Other Regulations .

                    (i)  General . USR is in compliance in all material respects with all requirements of foreign, federal, state, and local law and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties, and all premises occupied by it. Without limiting the foregoing, USR has properly filed all reports, paid all monies, and obtained all licenses, permits, certificates, and authorizations needed or required for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith, except where the failure to do so would have an inconsequential effect on the business assets, properties, or operations, or on

the condition, financial or otherwise, of USR, and is in compliance in all material respects with all conditions, restrictions, and provisions of all of the foregoing. USR has not received any notice from any foreign, federal, state, or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment, or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building, or zoning law, or requirement of any public authority or body.

                    (ii)  Environmental . Without limiting the foregoing, there is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element, or condition adversely affecting any of the properties owned, leased, or used by USR, nor has USR received any official notice or citation that any of its assets or properties in any way contravene any federal, state, or local law or regulation relating to environmental, health, or safety matters, including any requirements of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or any Occupational Safety and Health Administration (“OSHA”) requirements. There has been no (A) storage, treatment, generation, or transportation or (B) spill, discharge, leak, emission, injection, escape, dumping, or release of any kind into the environment (including into air, water, or ground water) of any materials (including industrial, toxic, or hazardous substances or solid, medical, or hazardous waste) by, or on behalf of, USR or from any property owned, leased, or used by USR in violation of any applicable foreign, federal, state, or local law, statute, rule, or regulation or the common law or any decree, order, arbitration award, or agreement with or any license or permit from any foreign, federal, state, or local governmental authority. Schedule 3.1(q)(ii) hereto sets forth, as of the date hereof, a complete list of all aboveground and underground storage tanks, vessels, and related equipment and containers that are or have been used by USR, or are located on property owned, leased, or operated by USR, and that are subject to foreign, federal, state or local laws, statutes, rules or regulations, and such schedule sets forth their present contents, what the contents have been at any time in the past, and what program of redemption, if any, is contemplated with respect thereto.

               (r)  Employee Benefit and Employment Matters .

                    (i)  ERISA Matters . USR has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of USR are eligible to participate, and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. USR has not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. USR has furnished to S&W true and complete copies of, and listed on Schedule 3.1(r)(i) hereto, each pension plan, welfare plan, and employment benefit plan applicable to USR or with respect to which USR or any ERISA Affiliate (as hereinafter defined) contributes or has or may have actual or contingent liability (including any such liability under any terminated plan) and related trust agreements or annuity contracts, Internal Revenue Service determination letters, and summary plan descriptions; all of the foregoing plans, agreements, and commitments are valid, binding, and in full force and effect, and there are no defaults thereunder; and none of the rights of USR or any

of its ERISA Affiliates (as hereinafter defined) thereunder will be impaired by this Agreement or the consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, an “ERISA Affiliate” of a party shall be another entity that is considered a single employer with such party under Section 414 of the Code.

                    (ii)  Labor Matters . USR has complied in all material respects with all applicable foreign, federal, state, and local laws relating to the employment of labor, including the provisions thereof relating to wages, hours, collective bargaining, working conditions, and payment of employment-related taxes of any kind, and USR is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time except for such obligations as have arisen in accordance with USR’s policies with respect thereto in the ordinary course of business. USR is not a party to any collective bargaining or other contract or agreement with any labor union, and there is no request for union representation pending or threatened against USR. There is not pending or threatened in writing any (A) labor dispute, grievance, strike, or work stoppage involving any of the employees of USR, (B) charge or complaint against or involving any employees of USR by the National Labor Relations Board, the Department of Labor, the OSHA, or any similar foreign, federal, state, or local board or agency, or (C) unfair employment or labor practice charges by or on behalf of any employee of USR, except where the occurrence of any such event in clause (A), (B), or (C) would have an inconsequential effect on the business, assets, properties, or operations, or on the condition, financial or otherwise, of USR.

                    (iii)  Arrangements with Employees . The employment of each employee of USR is terminable at will without cost to USR. All officers and independent contractors of USR are paid salaries or other compensation in accordance with the amounts set forth in Schedule 3.1(r)(iii) hereto, and Schedule 3.1(r)(iii) correctly and accurately sets forth, as of the date hereof, all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, managers, stockholders, independent contractors, agents, or other representatives of USR as of the date of this Agreement, all of which are reflected as appropriate in the USR Base Balance Sheet.

                    (iv)  Code Section 280G . USR is not and will not be obligated to pay separation, severance, termination, or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual and the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by USR being classified as an excess parachute payment under Section 280G of the Code.

                    (v)  Section 409A . Each plan or arrangement that USR is a party to or bound by that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code (each, a “Section 409A Plan”) is in the form requi