LIMITED GUARANTYLimited Guaranty • July 27th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management • Delaware
This LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of July 12, 2022 by and among Aurora Equity Partners VI L.P., a Delaware limited partnership, Aurora Equity Partners VI-A L.P., a Delaware limited partnership, and Aurora Associates VI L.P., a Delaware limited partnership (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Sharps Compliance Corp., a Delaware corporation (the “Company”). The Guarantors and the Company are referred to herein collectively as the “parties” and individually, as a “party.”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 25th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of July 22, 2022 and is entered into by and among Raven Buyer, Inc., a Delaware corporation (“Parent”), Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Sharps Compliance Corp., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger (the “Agreement”), dated as of July 12, 2022, by and among Parent, Merger Sub and the Company. All capitalized terms that are not defined elsewhere in this Amendment shall have the respective meanings assigned thereto in the Agreement.
CLEAN TEAM CONFIDENTIALITY AGREEMENTClean Team Confidentiality Agreement • July 25th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management
This Clean Team Confidentiality Agreement (this “Agreement”) is entered into between Raven Parent, Inc. and Sharps Compliance Corp. (individually, a “Party” and collectively, the “Parties”), in connection with the potential transaction to be negotiated between the Parties (the “Potential Transaction”), and related due diligence, valuation, synergy and efficiency development, integration planning, and preparation of regulatory filings and submissions.
CONFIDENTIALCommitment Letter • August 12th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management • New York
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 25th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management • Delaware
This Confidentiality Agreement (the “Agreement”), effective as of May 9, 2022 (the “Effective Date”), is by and between Sharps Compliance Corp., a Delaware corporation (the “Disclosing Party”), and Raven Parent, Inc., a Delaware corporation (the “Recipient”).
Aurora Capital Partners Management VI L.P. 11611 San Vicente Blvd, Suite 800 Los Angeles, California 90049Exclusivity Agreement • July 27th, 2022 • Raven Houston Merger Sub, Inc. • Hazardous waste management
