Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

        THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “ Agreement ”), dated as of May 27, 2008, is among PepperBall Technologies, Inc., a Delaware corporation (the “ Company ”), Security With Advanced Technology, Inc., a Colorado corporation (“ SWAT ”) and PTI Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of SWAT (“ Merger Sub ”). Certain capitalized and non-capitalized terms used herein are defined in Section 8.13 .

RECITALS

        WHEREAS, the Boards of Directors of the Company, SWAT and Merger Sub each have, in light of and subject to the terms and conditions set forth herein, approved this Agreement and the transactions contemplated hereby, including the Merger, and declared the Merger advisable and fair to, and in the best interests of, their respective stockholders;

        WHEREAS, pursuant to the Merger, among other things, and subject to the terms and conditions of this Agreement, all of the issued and outstanding shares of capital stock of the Company, other than such shares held by SWAT, Merger Sub or the Company, shall be converted into the right to receive shares of common stock, no par value per share, of SWAT (the “ SWAT Common Stock ”);

        WHEREAS, as an inducement to SWAT and Merger Sub to enter into this Agreement, certain stockholders of the Company have concurrently herewith entered into a voting agreement in the form attached hereto as Exhibit A (“Company Voting Agreement ”) pursuant to which, among other things, such stockholders have agreed to vote all shares of capital stock of the Company owned by them in favor of the Merger;

        WHEREAS, as an inducement to the Company to enter this Agreement, certain stockholders of SWAT have concurrently herewith entered into a voting agreement in the form attached hereto as Exhibit B (“ SWAT Voting Agreement ”) pursuant to which, among other things, such Persons have agreed to vote all capital stock of SWAT owned by them in favor of the Merger;

        WHEREAS, for federal income tax purposes, it is intended that the Merger shall 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 constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a); and

        WHEREAS, the Company, SWAT and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger as set forth in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company, SWAT and Merger Sub hereby agree as follows:

ARTICLE I

THE MERGER; ADVANCE NOTE

        Section 1.1    The Merger . At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (“ Delaware Law”), Merger Sub shall be merged with and into the Company (the “ Merger ”). Following the Merger, the Company shall continue as the surviving corporation (the “ Surviving Corporation ”), and the separate corporate existence of Merger Sub shall cease.

        Section 1.2    Effective Time . Subject to the provisions of this Agreement, the Company, SWAT and Merger Sub shall cause the Merger to be consummated by filing an appropriate certificate of merger in the form attached hereto as Exhibit C and other appropriate documents (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the relevant provisions of Delaware Law, as soon as practicable on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger (the “ Effective Time ”).

        Section 1.3    Closing of the Merger . The closing of the Merger (the “ Closing ”) will take place at a time and on a date to be specified by the parties (the “ Closing Date ”), which shall be no later than the third business day after satisfaction or waiver of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), at the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, San Diego, California, or at such other time, date or place as agreed to by the parties hereto.

        Section 1.4    Effects of the Merger . The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        Section 1.5    Directors and Officers .

                 (a)     SWAT . As of the Effective Time, (i) the directors of SWAT shall be comprised in accordance with Schedule 1.5 hereto and (ii) the individuals listed on Schedule 1.5 hereto shall have been appointed as the officers of SWAT in accordance with Schedule 1.5 hereto.

                 (b)     Surviving Corporation . The directors of the Surviving Corporation shall be comprised in accordance with Schedule 1.5 hereto and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

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        Section 1.6    Certificate or Articles of Incorporation and Bylaws .

                 (a)     SWAT . The articles of incorporation and bylaws of SWAT as in effect immediately prior to the Effective Time shall remain in full force and effect after the Effective Time; provided, however, that Article FIRST of the articles of incorporation of SWAT shall be amended to read in its entirety as follows: “The name of the Corporation is PepperBall Technologies, Inc.”

                 (b)     Surviving Corporation . Effective immediately following the Merger, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended in its entirety to read as set forth in the Certificate of Merger. Effective immediately following the Merger, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until amended in accordance with applicable Law.

        Section 1.7    Advance Note . Upon the execution of this Agreement, SWAT will deliver $495,000 to the Company by wire transfer of immediately available U.S. funds (the “ Advance ”) in exchange for a promissory note, carrying a principal amount equal to the Advance, in substantially the form attached hereto as Exhibit D (the “ Advance Note”). The Company shall only be obligated to repay the Advance Note in the event the Merger is not consummated due to either (i) the Company’s failure to obtain the Company Stockholder Approval, or (ii) the Company Board Recommendation is withdrawn. At SWAT’s option, if the Company shall be obligated to repay the Advance Note, SWAT may waive the return of $250,000 of the Advance Note in exchange for (x) a mutual settlement of all claims and matters relating to Case No. ‘07CV 0672 JAH POR, PepperBall Technologies, Inc. v. Security With Advanced Technology, Inc., Vizer Group, Inc. and Avurt International, Inc., pending in the United States District Court, Southern District of California (the “ Current Action ”), and (y) a non-exclusive worldwide license to use the Company’s intellectual property rights for projectiles and any technology contained in the launchers or subsequent versions of such launchers SWAT is having produced by Tiberius Arms (the “ License ”). The License shall have an initial term of five years (with SWAT having the right to renew for additional five year terms unless SWAT is in default under the License), carry a royalty equal to 3% of SWAT’s net sales of non-lethal projectiles and launchers (subject to a $100,000 per year royalty maximum) and provide for SWAT to pay the Company $250,000 upon the signing of the License (which shall be paid by SWAT’s waiver of the return of $250,000 of the Advance Note as described above), with 50% of such payment to be treated as a royalty prepayment.

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ARTICLE II

CONVERSION OF SECURITIES; EXCHANGE OF NOTES;
ANTI-DILUTION PROTECTION

        Section 2.1   Conversion of Shares .

                 (a)     By action of the holders of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock of the Company (collectively, “ Company Preferred Stock ”), each share of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted immediately prior to the Effective Time (subject to the satisfaction of the conditions set forth in Section 6.1 and Section 6.3 ) into that number of shares of Company’s common stock, par value $0.001 per share (the “ Company Common Stock ”), into which one share of Series A Preferred Stock and Series B Preferred Stock is then convertible.

                 (b)     At the Effective Time, each outstanding share of common stock, par value $.001 per share, of Merger Sub shall, by virtue of the Merger and without any action on the part of the Company, SWAT or Merger Sub, be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation.

                 (c)     At the Effective Time, each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (including the shares of Company Common Stock issued upon conversion of the Company Preferred Stock) (individually, a “ Share ” and collectively, the “ Shares ”) (other than (i) Shares held by the Company, (ii) Shares held by SWAT or Merger Sub or (iii) Dissenting Shares (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of SWAT, Merger Sub or the Company or any holder thereof, be converted into and be exchangeable for the right to receive the number (rounded down to the nearest whole share) of fully paid and non-assessable shares of SWAT Common Stock equal to the Exchange Ratio.

                 (d)     For purposes of this Agreement, the “ Exchange Ratio ” shall be determined in accordance with the following formula:

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All such shares of SWAT Common Stock issued pursuant to this Section 2.1 are referred to herein as the “ Merger Consideration .”

                 (e)     At the Effective Time, each Share of Company Common Stock owned by SWAT, Merger Sub or the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no consideration shall be delivered in exchange therefor.

                 (f)     If, between the date of this Agreement and the Effective Time, either (i) the outstanding shares of Company Common Stock or Company Preferred Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event, or (ii) the number of shares of Company Common Stock issuable upon conversion of each share of Company Preferred Stock shall have been changed pursuant to contract, an anti-dilution adjustment provision contained in the Company’s certificate of incorporation or otherwise, the calculation of the Exchange Ratio shall be correspondingly adjusted to the extent necessary to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, change in conversion ratio or such similar event.

                 (g)     If, between the date of this Agreement and the Effective Time, the outstanding shares of SWAT Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event, the calculation of the Exchange Ratio shall be correspondingly adjusted to the extent necessary to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or such similar event.

        Section 2.2    Stock Options; Warrants.

                 (a)     At the Effective Time, the Company Stock Options, whether vested or unvested, will be assumed by SWAT (“Assumed Stock Options ”). The Company represents and warrants that Section 2.2(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding options to purchase shares of Company Common Stock (“ Company Stock Options ”), including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, the Company shall deliver to SWAT an updated Section 2.2(a) of the Company Disclosure Schedule current as of such date. Each such option so assumed by SWAT under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the PepperBall Technologies, Inc. 2000 Stock Option Plan and the Jaycor Tactical Solutions, Inc. 2000 Nonqualified Stock Option Plan (collectively the “ Company Option Plans ”) and any stock option agreement governing such option immediately prior to the Effective Time, except that (a) such option will be exercisable for that number of whole shares of SWAT Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of SWAT Common Stock, (b) the per share exercise price for the shares

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of SWAT Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (c) any restriction on the exercisability of such Company Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall remain unchanged. Consistent with the terms of the Company Option Plans and the documents governing the outstanding options, the Merger will not terminate any of the outstanding options under the Company Option Plans or accelerate the exercisability or vesting of such options or the shares of SWAT Common Stock which will be subject to those options upon SWAT’s assumption of the options in the Merger. To the extent possible, the Assumed Stock Options will be subject to the SWAT 2004 Incentive Plan (the “ SWAT Stock Plan ”) (provided that if such action is not possible, the parties will mutually agree upon other arrangements with respect to such Assumed Stock Options). It is the intention of the parties that the options so assumed by SWAT following the Effective Time will remain incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time, and the parties hereto shall use their commercially reasonable efforts to carry out such intention. Within 10 business days after the Effective Time, SWAT will issue to each Person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Option Plans a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such option by SWAT. SWAT agrees to take such action as is necessary to include the shares of SWAT Common Stock issuable pursuant to the Assumed Stock Options in SWAT’s previously filed registration statement on Form S-8. In the event the shares of SWAT Common Stock issuable pursuant to the Assumed Stock Options cannot be included in SWAT’s previously filed registration statement on Form S-8, SWAT will prepare and file with the Securities and Exchange Commission (“ SEC ”) another registration statement on Form S-8 to include the shares of SWAT Common Stock issuable pursuant to the Assumed Stock Options and the Company will cooperate with and assist SWAT in the preparation thereof.

                 (b)     At the Effective Time the Company Warrants will be assumed by SWAT (“ Assumed Warrants ”). The Company represents and warrants that Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding warrants to purchase shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock (“ Company Warrants ”), including the number of shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock subject to each such warrant, the exercise price per share and the term of each such warrant. On the Closing Date, the Company shall deliver to SWAT an updated Section 2.2(b) of the Company Disclosure Schedule current as of such date. Each such warrant so assumed by SWAT under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the document(s) governing such warrant immediately prior to the Effective Time, except that (a) such warrant will be exercisable for that number of whole shares of SWAT Common Stock equal to the product of the number of shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock that were issuable upon exercise of such warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of SWAT Common Stock, (b) the per share exercise price for the shares of SWAT Common Stock issuable upon exercise of such assumed warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (c) any restriction on the exercisability of such Company Warrant shall continue in full force and effect, and the term, exercisability and other provisions of such Company Warrant shall remain unchanged. Within 10 business days after the Effective Time, SWAT will issue to each Person who, immediately prior to the Effective Time was a holder of an outstanding Company Warrant a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such warrant by SWAT.

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        Section 2.3    Exchange Fund . Unless the parties otherwise agree, prior to the Effective Time, SWAT shall appoint its transfer agent, Corporate Stock Transfer, Inc., to act as exchange agent hereunder for the purpose of exchanging Shares for the Merger Consideration (the “ Exchange Agent ”). At or prior to the Effective Time, SWAT shall deposit with the Exchange Agent, in trust for the benefit of holders of Shares, certificates representing the SWAT Common Stock issuable pursuant to Section 2.1 in exchange for outstanding Shares. SWAT agrees to make available to the Exchange Agent from time to time as needed, any dividends and other distributions pursuant to Section 2.5 . Any certificates of SWAT Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “ Exchange Fund .”

        Section 2.4   Exchange Procedures . As soon as reasonably practicable after the Effective Time (and in any event within three business days after the Effective Time), SWAT and the Surviving Corporation shall use their commercially reasonable efforts to cause the Exchange Agent to mail to each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “ Certificates ”) (a) a letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as SWAT may reasonably specify; and (b) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration in accordance with the terms of this Agreement. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) shares of SWAT Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 (after taking into account all Shares then held by such holder) and (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this ARTICLE II, including cash in lieu of any dividends and other distributions pursuant to Section 2.5 , and the Shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this ARTICLE II, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive the Merger Consideration payable upon surrender of the Certificates. No interest will be paid or will accrue on any cash payable pursuant to Section 2.5 or Section 2.7 . In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, shares of SWAT Common Stock evidencing, in the aggregate, the proper number of shares of SWAT Common Stock and any dividends or other distributions to which such holder is entitled pursuant to Section 2.5 , may be issued with respect to such Shares to such a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid.

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        Section 2.5   Distributions with Respect to Unsurrendered Certificates . No dividends or other distributions declared or made with respect to shares of SWAT Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of SWAT Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 2.4 . Subject to the effect of applicable Laws (as hereinafter defined), following surrender of any such Certificate, there shall be paid to such holder of shares of SWAT Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of SWAT Common Stock, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of SWAT Common Stock.

        Section 2.6    No Further Ownership Rights in Company Common Stock . All shares of SWAT Common Stock issued and cash paid upon conversion of the Shares in accordance with the terms of ARTICLE I and this ARTICLE II (including any cash paid pursuant to Section 2.5 and Section 2.7 ) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the Shares.

        Section 2.7   Termination of Exchange Fund . Any portion of the Exchange Fund which remains undistributed to the holders of Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation or otherwise on the instruction of the Surviving Corporation, and any holders of the Certificates who have not theretofore complied with this ARTICLE II shall thereafter look only to SWAT for the Merger Consideration with respect to the Shares formerly represented thereby to which such holders are entitled pursuant to Section 2.1 and Section 2.4 , any dividends or distributions with respect to shares of SWAT Common Stock to which such holders are entitled pursuant to Section 2.5 . Any such portion of the Exchange Fund remaining unclaimed by holders of Shares five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity) shall, to the extent permitted by Law, become the property of SWAT free and clear of any claims or interest of any Person previously entitled thereto.

        Section 2.8    No Liability . None of SWAT, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

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        Section 2.9    Lost Certificates . If any Certificate 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 the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity by such Person against any claim that may be made against the Surviving Corporation with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby and any unpaid dividends and distributions on shares of SWAT Common Stock deliverable in respect thereof, pursuant to this Agreement.

        Section 2.10   Tax Consequences . It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. Each party hereto shall use its commercially reasonable efforts to cause the Merger to be so qualified, shall report the transactions contemplated by this Agreement in a manner consistent with such reorganization treatment and will not take any position inconsistent therewith in any Tax Return (as hereinafter defined), refund claim, litigation or otherwise unless required to do so by Law.

        Section 2.11   Stock Transfer Books . The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of Shares thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the Exchange Agent or SWAT for any reason shall be converted into the Merger Consideration with respect to the Shares formerly represented thereby and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5 .

        Section 2.12    Appraisal Rights . Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger (the “ Dissenting Shares ”), which stockholders comply with all of the relevant provisions of Delaware Law (the “ Dissenting Stockholders ”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give SWAT (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to stockholders’ rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Neither the Company nor the Surviving Corporation shall, except with the prior written consent of SWAT, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration pursuant to Section 2.1 .

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        Section 2.13    Exchange of Notes . The parties agree that, upon the Closing, each holder of the promissory notes listed in Section 2.13 of the Company Disclosure Schedule (the “ Company Notes ”) shall exchange his, her or its Company Note for a promissory note with the same principal amount issued by SWAT (the “ New SWAT Notes ”). The New SWAT Notes shall be unsecured, bear interest at the rate of 10% per annum and shall mature 15 months from the Closing Date. Interest on the New SWAT Notes shall accrue to maturity. At the option of the holder of each New SWAT Note, the principal amount and all accrued interest under such note shall be convertible at any time into shares of SWAT’s Common Stock, based upon the average closing price of SWAT’s Common Stock on the Nasdaq Capital Market (“ Nasdaq ”) (or such other exchange or quotation service on which SWAT Common Stock is listed or quoted at such time, as the case may be) for the six month period ended on the trading day immediately prior to the date such holder requests to convert such note; provided that SWAT shall not be required to honor any such conversion request that relates to the conversion of less than the lesser of (i) $100,000, or (ii) the full amount of principal and accrued interest under such note.

        Section 2.14   Anti-Dilution Protection . If within nine months of the Closing Date SWAT raises additional financing through the sale of SWAT Common Stock or securities convertible or exchangeable for shares of SWAT Common Stock (a “ Subsequent Equity Financing ”), then the holders of Company Common Stock at the Effective Time shall be entitled to receive additional shares of SWAT Common Stock upon the closing of the Subsequent Equity Financing. The number of additional shares of SWAT Common Stock issuable pursuant to this Section 2.14 shall be determined in accordance with the following formula:

Such shares shall be issued pro rata to the holders of Company Common Stock at the Effective Time on the same basis as the shares of SWAT Common Stock were distributed at the Closing. This Section 2.14 shall only apply to the first Subsequent Equity Financing during the nine month period following the Closing. Any holder of Company Common Stock may bring an action or proceeding to enforce the provisions of this Section 2.14 .

ARTICLE III

REPRESENTATIONS AND WARRANTIES

        Except as set forth on the schedule delivered by the Company to SWAT and Merger Sub in connection with the execution and delivery of this Agreement (the “ Company Disclosure Schedule ”) the Company hereby represents and warrants to SWAT and Merger Sub, and except as set forth in the disclosure schedule delivered by SWAT and Merger Sub to the Company in connection with the execution and delivery of this Agreement (the “ SWAT Disclosure Schedule ”), SWAT and Merger Sub hereby represent and warrant to the Company, in each case as set forth in this ARTICLE III, with the party making such representations and warranties being referred to as the “ Representing Party ” and such Representing Party’s Disclosure Schedule as the “ Representing Party’s Disclosure Schedule .” Notwithstanding the foregoing, any representation or warranty which expressly refers to SWAT or its Subsidiaries is being made solely by SWAT and Merger Sub and any representation or warranty which expressly refers to the Company or its Subsidiaries is being made solely by the Company.

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        Section 3.1    Organization, Qualification.

                 (a)     The Representing Party is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Representing Party is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its obligations hereunder. As used in this Agreement, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that (i) materially adversely affects the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Representing Party and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Representing Party to consummate the transactions contemplated by this Agreement, provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute a Material Adverse Effect on a Representing Party: (A) any adverse change, effect, event, occurrence, state of facts or development directly caused by the announcement or pendency of the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); or (B) any adverse change, effect, event, occurrence, state of facts or development directly caused by, resulting from or attributable to conditions affecting the industries in which the Representing Parties operate as a whole or the U.S. or world economies as a whole. Each Representing Party has made available to the other a copy of its certificate or articles of incorporation and bylaws (or similar organizational documents). Such copy of each Representing Party’s certificate or articles of incorporation and bylaws (or similar organizational documents) are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate or articles of incorporation and bylaws (or similar organizational documents).

                 (b)     Each of the Representing Party’s Subsidiaries is listed in Section 3.1 of the Representing Party’s Disclosure Schedule and is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each of the Representing Party’s Subsidiaries has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party, taken as a whole. All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Representing Party and its Subsidiaries, are owned free and clear of any Liens. All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party’s Subsidiaries are wholly owned by the Representing Party, directly or indirectly.

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        Section 3.2   Capital Stock .

                 (a)     Section 3.2(a) of the Representing Party’s Disclosure Schedule sets forth as of the date hereof: (i) the number of authorized shares of each class or series of capital stock of the Representing Party; (ii) the number of shares of each class or series of capital stock of the Representing Party which are issued and outstanding; (iii) the number of shares of each class or series of capital stock which are held in the treasury of such Representing Party; (iv) the number of shares of each class or series of capital stock of the Representing Party which are reserved for issuance upon the exercise of outstanding warrants or otherwise, indicating each specific reservation; and (v) the number of shares of each class or series of capital stock of such Representing Party which are subject to employee stock options or other rights to purchase or receive capital stock granted under such Person’s stock option or other stock based employee or non-employee director benefit plans, indicating the name of the plan, the date of grant, the number of shares and the exercise price thereof.

                 (b)     All the outstanding shares of capital stock of the Representing Party are, and all shares of SWAT Common Stock to be issued in the Merger will be when issued in accordance with the terms of this Agreement, duly authorized, validly issued, fully paid and non-assessable and issued in compliance with all applicable U.S. state and federal securities Laws. Except for the transactions contemplated by this Agreement and as disclosed in Section 3.2(a) of the Representing Party’s Disclosure Schedule, (i) as of the date of this Agreement there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Representing Party or any of its Subsidiaries, obligating the Representing Party or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Representing Party or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Representing Party or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (ii) there are no outstanding contractual obligations of the Representing Party or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Representing Party or any Subsidiary of the Representing Party or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Representing Party or other entity, and (iii) there are no shareholder agreements, voting trusts or other agreements to which the Representing Party is a party or to which it is bound relating to the voting of any shares of the capital stock of the Representing Party (other than the Voting Agreements).

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        Section 3.3    Corporate Authority Relative to this Agreement; No Violation .

                 (a)     The Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for obtaining the requisite approval of the stockholders of the Company (the “ Company Stockholder Approval ”), as contemplated in Section 5.2 and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of SWAT, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) bankruptcy Laws and other similar Laws affecting creditor’s rights generally and (ii) general principles of equity.

                 (b)     SWAT has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of SWAT, and other than obtaining the requisite approval of the stockholders of SWAT (the “ SWAT Stockholder Approval ”) as contemplated in Section 5.3 and the filing of the Certificate of Merger no other corporate proceedings on the part of SWAT are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SWAT and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding agreement of SWAT, enforceable against SWAT in accordance with its terms, except as may be limited by (i) bankruptcy Laws and other similar Laws affecting creditor’s rights generally and (ii) general principles of equity.

                 (c)     Except as may be required under, and other applicable requirements of, the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), state securities or blue sky Laws, and the rules and regulations of Nasdaq, and the filing of the Certificate of Merger under Delaware Law, none of the execution, delivery or performance of this Agreement by the Representing Party, the consummation by the Representing Party of the transactions contemplated hereby or compliance by the Representing Party with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate or articles of incorporation, bylaws or similar organizational documents of the Representing Party or any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a “ Governmental Entity ”), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Representing Party or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or regulation (“ Law ”) applicable to the Representing Party, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, permits, authorizations, consents, approvals, violations, breaches or defaults which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Representing Party or prevent or substantially delay the consummation of the transactions contemplated hereby.

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        Section 3.4    Reports and Financial Statements .

                 (a)     As of their respective dates, all reports, proxy statements, registration statements and prospectuses filed with the SEC by SWAT since January 1, 2006 (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the “ SEC Reports ”) (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of SWAT’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of SWAT and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States (“ GAAP ”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 2006, SWAT has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

                 (b)     The Company has delivered to SWAT copies of the audited balance sheet of the Company as of December 31, 2007, together with the related audited statements of income, stockholders’ equity and changes in cash flow for the fiscal year ended December 31, 2007 (such audited financial statements being hereinafter referred to as the “Financial Statements ”). The Financial Statements, including the notes thereto, present fairly in all material respects the financial position, results of operations and changes in cash flow of the Company and its consolidated Subsidiaries as of such dates and for the periods then ended.

                 (c)     The accounts receivable of the Representing Party set forth on the balance sheet of the Representing Party (i) arose from bona fide sales or contract billing transactions in the ordinary course of the Representing Party’s business and are payable on ordinary trade terms, (ii) to the knowledge of the Representing Party, are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms (except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally or by general principles of equity), (iii) are not subject to any valid set-off or counterclaim by the debtor, (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) to Representing Party’s knowledge, are collectible in the ordinary course of the Representing Party’s business in the aggregate recorded amounts thereof, net of any applicable reserve reflected in the Representing Party’s financial statements, (vi) are not owned by any Affiliate of the Representing Party, and (vii) are not the subject of any legal proceeding brought by or on behalf of the Representing Party. The Representing Party has not received any written notice from any account debtor regarding any dispute over any of the accounts receivable. None of the accounts receivable constitutes duplicate billings of other accounts receivable. There are no security arrangements or collateral securing the repayment or other satisfaction of the accounts receivable.

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        Section 3.5    No Undisclosed Liabilities . Neither the Representing Party nor any of its Subsidiaries has any liabilities or obligations of any nature required to be set forth on a balance sheet of the Representing Party under GAAP, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which would be expected to result in such a liability or obligation, except (a) liabilities or obligations with respect to SWAT reflected in the SEC Reports and with respect to the Company reflected in the Financial Statements or (b) liabilities and obligations which are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect on the Representing Party.

        Section 3.6   No Default; Compliance with Applicable Laws . The businesses of the Representing Party and each of its Subsidiaries is not in conflict with, or in default or violation of, any term, condition or provision of (i) its respective certificate or articles of incorporation or bylaws or similar organizational documents, (ii) any Company Material Contracts or SWAT Material Contracts, as applicable, or (iii) any federal, state, local or foreign statute, Law, concession, grant, franchise, Permit or other governmental authorization or approval applicable to the Representing Party or any of its Subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Representing Party.

        Section 3.7    Environmental Matters .

                 (a)     Representing Party is and has been in compliance with all Environmental Laws relating to the properties or facilities used, leased or occupied by Representing Party at any time, and no discharge, emission, release, leak or spill of Hazardous Materials has occurred at any of Representing Party’s Facilities that may or will give rise to liability of Representing Party under Environmental Laws. To Representing Party’s knowledge, there are no Hazardous Materials (including without limitation asbestos) present in the surface waters, structures, groundwaters or soils of or beneath any of Representing Party’s facilities. To Representing Party’s knowledge, there neither are nor have been any aboveground or underground storage tanks for Hazardous Materials at Representing Party’s facilities. To Representing Party’s knowledge, no Representing Party employee or other Person has claimed that Representing Party is liable for alleged injury or illness resulting from an alleged exposure to a Hazardous Material. No civil, criminal or administrative action, proceeding or investigation is pending against Representing Party, or, to Representing Party’s knowledge, threatened against Representing Party, with respect to Hazardous Materials or Environmental Laws; and Representing Party is not aware of any facts or circumstances that could form the basis for assertion of a claim against Representing Party or that could form the basis for liability of Representing Party, regarding Hazardous Materials or regarding actual or potential noncompliance with Environmental Laws.

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                 (b)     As used in this Agreement: (i) “ Environmental Law ” means any Law or order of any Governmental Entity relating to (A) the generation, treatment, storage, disposal, use, handling, manufacturing, transportation or shipment of, or (B) the environment or to emissions, discharges, releases or threatened releases of, Hazardous Materials, into the environment; and (ii) “ Hazardous Materials ” means (A) any petroleum or petroleum products, radioactive materials or friable asbestos; (B) any chemicals or other materials or substances which are now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” or “toxic pollutants” under any Environmental Law; and (C) any pesticides.

        Section 3.8    Litigation . There is no suit, claim, action, proceeding or investigation pending or, to the Representing Party’s knowledge, threatened against the Representing Party, its Subsidiaries or any of its assets or properties which (a) has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Representing Party or its Subsidiaries, or (b) questions the validity of this Agreement or any action to be taken by the Representing Party in connection with the consummation of the transactions contemplated hereby or could otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement. The Representing Party and its Subsidiaries are not subject to any outstanding order, writ, injunction or decree which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Representing Party and its Subsidiaries. There is no suit, claim, action, proceeding or investigation pending or, to the Representing Party’s knowledge, threatened against any current or former officer, director, employee, consultant, contractor or agent of the Representing Party (in his or her capacity as such) which gives rise or could reasonably be expected to give rise to a claim for contribution or indemnification against the Representing Party.

        Section 3.9   Permits . The Representing Party holds, and has at all times held, all permits, licenses, variances, exemptions, orders, and approvals of all Governmental Entities necessary for the lawful conduct of its business (the “ Permits ”), except for such Permits the absence of which would not reasonably be expected to have a Material Adverse Effect on the Representing Party. The Representing Party is in material compliance with the terms of the Representing Party Permits. No investigation or review by any Governmental Entity in respect of the Representing Party is pending or, to the Representing Party’s knowledge, threatened, nor has the Representing Party received notice from any Governmental Entity of its intention to conduct the same.

        Section 3.10    Employee Plans .

                 (a)     Section 3.10(a) of the Representing Party’s Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), under which the Representing Party has any obligation or liability, contingent or otherwise (the “ Benefit Plans ”); (ii) all employees, consultants and independent contractors of the Representing Party; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation, disability, severance, stock award, stock option, stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies or arrangements under which the Representing Party has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Representing Party (the “ Employee Arrangements ”).

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                 (b)     All contributions or other payments required to have been made by the Representing Party to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws.

        Section 3.11    Labor Matters . The Representing Party is not a party to any labor or collective bargaining agreement, and no employees of the Representing Party are represented by any labor organization. Within the preceding three years, there have been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to the Representing Party’s knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, to the Representing Party’s knowledge, there have been no organizing activities involving the Representing Party in respect of any group of employees of the Representing Party. There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the knowledge of the Representing Party, threatened against or involving the Representing Party. There are no unfair labor practice charges, grievances or complaints pending or, to the Representing Party’s knowledge, threatened by or on behalf of any employee or group of employees of the Representing Party and, to the knowledge of the Representing Party, there are no facts or circumstances which could form the basis for any of the foregoing. There are no complaints, charges or claims against the Representing Party pending or, to the Representing Party’s knowledge, threatened to be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Representing Party, and, to the knowledge of the Representing Party, there are no facts or circumstances which could form the basis for any of the foregoing. The Representing Party is in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act, as amended (“ WARN ”), collective bargaining, discrimination, civil rights, safety and health, workers’compensation and the collection and payment of withholding and/or Social Security Taxes and any similar Tax. There has been no “mass layoff” or “plant closing” as defined by WARN in respect of the Representing Party within the six months prior to the date hereof. No employee of the Representing Party is utilizing or is eligible to utilize COBRA health insurance.

        Section 3.12    Absence of Certain Changes or Events . Since December 31, 2007 (a) the businesses of the Representing Party and its Subsidiaries have been conducted in all material respects in the ordinary course and (b) there has not been a material adverse change in the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Representing Party and its Subsidiaries, taken as a whole, or any event, occurrence or development which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a whole.

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        Section 3.13    Registration Statement; Joint Proxy Statement/Prospectus .

                 (a)     The information supplied by the Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of SWAT Common Stock issued in the Merger and shares of SWAT Common Stock issuable pursuant to Section 2.14 of this Agreement will be registered with the SEC (the “ Registration Statement ”) shall not contain, at the time the Registration Statement is declared effective by the SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Representing Party for inclusion in the joint proxy statement/prospectus (the “ Joint Proxy Statement ”) to be sent to the stockholders of the Company in connection with the special meeting of the Company’s stockholders to consider this Agreement and the Merger (the “ Company Stockholders Meeting ”) and to the stockholders of SWAT in connection with the special meeting of SWAT’s stockholders to consider the issuance of SWAT Common Stock in connection with the Merger (the “ SWAT Stockholders Meeting ”) shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SWAT and the Company, at the time of the Company Stockholders Meeting, at the time of the SWAT Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any matter or omit to state any material fact necessary in order to make the statements contained in the Joint Proxy Statement not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SWAT Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading.

        Section 3.14    Tax Matters .

                 (a)     For purposes of this Agreement: (i) “ Taxes ” means any and all federal, state, local, foreign or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any taxing authority, including, without limitation, taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth, and taxes or other charges in the nature of excise, withholding, ad valorem or value added, and (ii) “ Tax Return ” means any return, report or similar statement (including the attached schedules) required to be filed with respect to any Tax, including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

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                 (b)     All federal, state, local and foreign Tax Returns required to be filed by or on behalf of the Representing Party and each affiliated, combined, consolidated or unitary group of which the Representing Party is a member (an “ Affiliated Group ”) have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed Tax Returns are complete and accurate except to the extent any failure to file or any inaccuracies in filed Tax Returns would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All Taxes due and owing by the Representing Party or any Representing Party’s Affiliated Group, including estimates and withheld Taxes, have been paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve for would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. There is no audit or examination in process or pending and there has been no notification of any request for such audit or other examination and there is no deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes due and owing by the Representing Party or any Representing Party’s Affiliated Group which if determined adversely would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All assessments for Taxes due and owing by the Representing Party or any Representing Party’s Affiliated Group with respect to completed and settled examinations or concluded litigation have been paid, except to the extent that any failures to pay would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party.

                 (c)     Neither the Representing Party nor any member of any Affiliated Group has any employment, severance or termination agreements, other compensation arrangements, or Benefit Plans currently in effect which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions