MERGER AGREEMENT AMONG STERICYCLE, INC. (BUYER), SAMW ACQUISITION CORP. (TRANSITORY SUBSIDIARY), HEALTHCARE WASTE SOLUTIONS, INC. (TARGET), AND JOSEPH MAYERNIK (SHAREHOLDER REPRESENTATIVE) SEPTEMBER 24, 2010Merger Agreement • November 5th, 2010 • Stericycle Inc • Hazardous waste management • Delaware
This Merger Agreement (this “Agreement”) is entered into as of September 24, 2010 (the “Execution Date”), by and among STERICYCLE, INC., a Delaware corporation (“Buyer”), SAMW Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Transitory Subsidiary”), and HEALTHCARE WASTE SOLUTIONS, INC., a Delaware corporation (“Target”). Buyer, Transitory Subsidiary, and Target are herein each a “Party” and, collectively, the “Parties.” Shareholder Representative (defined herein) is also a party to this Agreement solely in his or its capacity as agent for the Stockholders and In the Money Optionholders (defined herein).
