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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 10-Q
⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 0-21229

Stericycle, Inc.
(Exact name of registrant as specified in its charter)

Delaware 36-3640402
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

28161 North Keith Drive


Lake Forest, Illinois 60045
(Address of principal executive offices, including zip code)

(847) 367-5910
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the

⌧ 
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during

⌧ 
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). YES NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.

Large accelerated filer ⌧ Accelerated filer 


Non-accelerated filer  Smaller reporting company 

 ⌧
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YES NO

As of November 2, 2010 there were 85,530,675 shares of the registrant’s Common Stock outstanding.
Stericycle, Inc.
Table of Contents
Page No.
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009
(Audited) 1
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2010 and
2009 (Unaudited) 2
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009
(Unaudited) 3
Consolidated Statements of Changes in Equity for the nine months ended September 30, 2010 and 2009
(Unaudited) 4
Notes to Condensed Consolidated Financial Statements (Unaudited) 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 3. Qualitative and Quantitative Disclosures about Market Risk 25
Item 4. Controls and Procedures 26
PART II. Other Information
Item 1. Legal Proceedings 27
Item 2. Changes in Securities, Uses of Proceeds and Issuer Purchases of Equity Securities 27
Item 6. Exhibits 28
Signatures 29
Certifications 30
PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STERICYCLE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
In thousands, except share and per share data 2010 2009
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 20,627 $ 15,767
Short-term investments 18,632 1,131
Accounts receivable, less allowance for doubtful accounts of $11,432 in 2010 and $8,709 in
2009 216,508 179,770
Deferred income taxes 14,935 14,087
Prepaid expenses 13,490 12,421
Other current assets 28,949 23,364
Total Current Assets 313,141 246,540
Property, Plant and Equipment, net 262,650 246,154
Other Assets:
Goodwill 1,476,156 1,394,091
Intangible assets, less accumulated amortization of $25,179 in 2010 and $18,546 in 2009 349,375 269,454
Other 32,964 26,564
Total Other Assets 1,858,495 1,690,109
Total Assets $ 2,434,286 $2,182,803
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt $ 96,932 $ 78,026
Accounts payable 49,354 47,608
Accrued liabilities 106,778 92,226
Deferred revenues 16,925 14,954
Total Current Liabilities 269,989 232,814
Long-term debt, net of current portion 880,452 910,825
Deferred income taxes 214,050 171,744
Other liabilities 12,811 10,247
Shareholders’ Equity:
Common stock (par value $.01 per share, 120,000,000 shares authorized, 85,467,697 issued
and outstanding in 2010, 84,715,005 issued and outstanding in 2009) 855 847
Additional paid-in capital 70,659 47,522
Accumulated other comprehensive loss (14,448) (12,292)
Retained earnings 967,517 809,618
Total Stericycle, Inc. Shareholders’ Equity 1,024,583 845,695
Noncontrolling interest 32,401 11,478
Total Shareholders’ Equity 1,056,984 857,173
Total Liabilities and Shareholders’ Equity $ 2,434,286 $2,182,803

The accompanying notes are an integral part of these financial statements.


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STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended Nine Months Ended


September 30, September 30,
In thousands, except share and per share data 2010 2009 2010 2009
Revenues $ 362,988 $ 297,836 $ 1,045,899 $ 864,194
Costs and Expenses:
Cost of revenues 185,515 150,272 532,625 438,484
Selling, general and administrative expenses 65,033 54,312 191,067 158,090
Depreciation and amortization 13,504 9,959 38,510 28,463
Acquisition expenses 1,891 3,478 3,247 5,418
Integration expenses 790 282 3,253 466
Restructuring costs and plant closure expense 216 — 2,446 —
Litigation settlement — — 937 —
Gain on sale of assets — — (2,955) —
Total Costs and Expenses 266,949 218,303 769,130 630,921
Income from Operations 96,039 79,533 276,769 233,273
Other Income (Expense):
Interest income 82 48 194 271
Interest expense (8,509) (9,262) (26,342) (25,561)
Other income (expense), net 333 (646) (1,562) (2,264)
Total Other Income (Expense) (8,094) (9,860) (27,710) (27,554)
Income Before Income Taxes 87,945 69,673 249,059 205,719
Income Tax Expense 30,645 23,110 89,359 74,488
Net Income 57,300 46,563 159,700 131,231
Less: Net Income Attributable to Noncontrolling Interests 614 37 1,801 148
Net Income Attributable to Stericycle, Inc. $ 56,686 $ 46,526 $ 157,899 $ 131,083
Earnings Per Share Attributable to Stericycle, Inc.
Common Shareholders:
Basic $ 0.66 $ 0.55 $ 1.86 $ 1.54
Diluted $ 0.65 $ 0.54 $ 1.82 $ 1.51
Weighted Average Number of Common Shares
Outstanding:
Basic 85,295,740 84,899,815 84,986,187 84,909,316
Diluted 87,179,057 86,794,118 86,830,761 86,827,626

The accompanying notes are an integral part of these financial statements.


2
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended September 30,


In thousands 2010 2009
OPERATING ACTIVITIES:
Net income $ 159,700 $ 131,231
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of assets (2,955) —
Stock compensation expense 11,441 10,861
Excess tax benefit of stock options exercised (17,951) (357)
Depreciation 31,858 24,643
Amortization 6,652 3,820
Deferred income taxes 20,307 20,718
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable (26,366) 8,204
Accounts payable (3,477) (4,502)
Accrued liabilities 19,214 20,452
Deferred revenues 1,942 252
Other assets 5,061 (1,395)
Net cash provided by operating activities 205,426 213,927
INVESTING ACTIVITIES:
Payments for acquisitions and international investments, net of cash acquired (95,615) (107,079)
Purchases of short-term investments (17,172) (58)
Proceeds from sale of assets 8,000 640
Capital expenditures (35,937) (29,644)
Net cash used in investing activities (140,724) (136,141)
FINANCING ACTIVITIES:
Repayment of long-term debt (45,292) (10,443)
Net repayments on senior credit facility (13,072) (213,027)
Proceeds from term loan — 215,000
Payments of deferred financing costs (5,757) (3,620)
Payments on capital lease obligations (2,172) (255)
Purchase / cancellation of treasury stock (43,589) (69,986)
Proceeds from other issuance of common stock 38,224 11,726
Excess tax benefit of stock options exercised 17,951 357
Net cash used in financing activities (53,707) (70,248)
Effect of exchange rate changes on cash (6,135) (2,347)
Net increase in cash and cash equivalents 4,860 5,191
Cash and cash equivalents at beginning of period 15,767 9,095
Cash and cash equivalents at end of period $ 20,627 $ 14,286
NON-CASH ACTIVITIES:
Net issuance of notes payable for certain acquisitions $ 31,641 $ 32,116

The accompanying notes are an integral part of these financial statements.


3
STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
September 30, 2010 and December 31, 2009
(Unaudited)
Stericycle, Inc. Equity
Issued
and Additional Accumulated Other
Outstanding Common Paid-In Retained Comprehensive Noncontrolling
In thousands Shares Stock Capital Earnings Income (Loss) Interest Total Equity
Balance at December 31, 2008 85,253 $ 852 $ 67,776 $633,927 $ (32,075) $ 158 $ 670,638
Issuance of common stock for
exercise of options and
employee stock purchases 1,132 12 15,889 — — — 15,901
Purchase/ cancellation of
treasury stock (1,670) (17) (73,164) — — — (73,181)
Stock compensation expense — — 14,638 — — — 14,638
Excess tax benefit of
disqualifying dispositions of
stock options and exercise of
non-qualified stock options — — 22,383 — — — 22,383
Change in noncontrolling
interest — — — — — 9,787 9,787
Currency translation adjustment — — — — 17,595 835 18,430
Change in fair value of cash
flow hedge, net of tax of
$454 — — — — 2,188 — 2,188
Net income — — — 175,691 — 698 176,389
Comprehensive income 197,007
Balance at December 31, 2009 84,715 $ 847 $ 47,522 $809,618 $ (12,292) $ 11,478 $ 857,173
Issuance of common stock for
exercise of options and
employee stock purchases 1,504 15 37,327 — — — 37,342
Purchase/ cancellation of
treasury stock (751) (7) (43,582) — — — (43,589)
Stock compensation expense — — 11,441 — — — 11,441
Excess tax benefit of
disqualifying dispositions of
stock options and exercise of
non-qualified stock options — — 17,951 — — — 17,951
Change in noncontrolling
interest — — — — — 16,923 16,923
Currency translation adjustment — — — — (2,831) 2,199 (632)
Change in fair value of cash
flow hedge, net of tax of
$431 — — — — 675 — 675
Net income — — — 157,899 — 1,801 159,700
Comprehensive income 159,743
Balance at September 30, 2010 85,468 $ 855 $ 70,659 $967,517 $ (14,448) $ 32,401 $1,056,984

The accompanying notes are an integral part of these financial statements.


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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Unless the context requires otherwise, “we”, “us” or “our” refers to Stericycle, Inc. and its subsidiaries on a consolidated basis.

NOTE 1 – BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated
financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations; but the Company believes the disclosures in the accompanying condensed consolidated financial
statements are adequate to make the information presented not misleading. In our opinion, all adjustments necessary for a fair
presentation for the periods presented have been reflected and are of a normal recurring nature. Current amounts in previously issued
financial statements were reclassified to conform to the current period presentation. These condensed consolidated financial
statements should be read in conjunction with the Consolidated Financial Statements and notes thereto for the year ended
December 31, 2009, as filed with our Annual Report on Form 10-K for the year ended December 31, 2009. The results of operations
for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be achieved for the entire year
ending December 31, 2010.

NOTE 2 – ACQUISITIONS AND DIVESTITURE

During the quarter ended March 31, 2010, we acquired selected assets of two domestic regulated waste businesses, 100% of the
stock of two regulated waste businesses in the UK, 70% of the stock of a regulated waste business in Brazil, and 100% of the stock of
a regulated waste business in Chile. We also increased our majority share in a previous acquisition in Chile from 60% to 67%.

During the quarter ended June 30, 2010, we completed four acquisitions. Domestically, we acquired all of the stock of two
regulated waste businesses. Internationally, we acquired all of the stock of one regulated waste business located in the United
Kingdom and selected assets of a regulated waste business located in Mexico.

During the quarter ended September 30, 2010, we completed six acquisitions. Domestically, we acquired selected assets of two
regulated waste businesses and all of the stock of a third regulated waste business. Internationally, we acquired three regulated waste
businesses: 100% of the stock of a company in Portugal, 100% of the stock of a company in Japan, and 88.2% of the stock of a
second company in Japan.
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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
The aggregate purchase price of our acquisitions during the nine months ended September 30, 2010 was approximately $134.6
million, of which approximately $95.6 million was paid in cash, $31.6 million was paid by the issuance of promissory notes, and $7.4
million was recorded as contingent consideration. For financial reporting purposes, we recognized $98.2 million in goodwill, of
which $14.3 million is tax deductible. We recognized $66.2 million in intangible assets of which $48.2 million have amortizable lives
of 15-40 years, $0.9 million have amortizable lives of 3-5 years, and $17.1 million are indefinite lived. The allocation of acquisition
price is preliminary pending completion of certain intangible asset valuations and completion accounts.

Preliminary Adjustments
Allocation of During
2010 Allocation
In thousands Acquisitions Period Total Allocations
Fixed assets $ 14,236 $ (1,232) $ 13,004
Intangibles 66,216 16,843 83,059
Goodwill 98,166 (14,600) 83,566
Net other assets 7,606 694 8,300
Debt (16,412) — (16,412)
Net deferred tax liabilities (18,466) (1,556) (20,022)
Noncontrolling interests (16,923) — (16,923)
$ 134,423 $ 149 $ 134,572

The results of operations of these acquired businesses have been included in the consolidated statements of income from the
dates of acquisition. These acquisitions resulted in recognition of goodwill in our financial statements reflecting the complementary
strategic fit that the acquired businesses brought to our company. During the nine month period ended September 30, 2010 and 2009,
the Company incurred $3.2 million and $5.4 million, respectively, of acquisition related expenses. These expenses are identified on
our Condensed Consolidated Statements of Income as Acquisition expenses.

Our acquisition of MedServe in December of 2009 required us to divest certain acquired assets. These assets were sold for $8.0
million resulting in a second quarter pre-tax gain of $3.0 million. The following table describes the assets:

Asset Group
In thousands Sold
Fixed assets $ (1,565)
Intangibles (1,127)
Goodwill (2,345)
Net other assets (8)
$ (5,045)

On September 24, 2010, we entered into a merger agreement for the acquisition of Healthcare Waste Solutions, Inc., a Delaware
corporation (“HWS”). HWS provides a resource management assessment and consulting program for all waste streams to healthcare
providers and is also engaged in the collection, transportation, treatment and disposal of medical waste, universal waste and other
regulated wastes, sharps management services, safety and compliance training, and other related businesses.
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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
The total merger consideration is $245 million in cash, subject to various adjustments, including a reduction for HWS’s
indebtedness as of the closing date. The merger is subject to customary closing conditions and regulatory reviews, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

NOTE 3 – NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted


Consolidation
On January 1, 2010, Stericycle adopted changes issued by the FASB related to amendments to previous guidance on the
consolidation of variable interest entities (“VIE”). This standard clarifies the characteristics that identify a VIE and changes how a
reporting entity identifies a primary beneficiary that would consolidate the VIE from a quantitative risk and rewards calculation to a
qualitative approach based on which a variable interest holder has controlling financial interest and the ability to direct the most
significant activities that impact the VIE’s economic performance. This statement requires the primary beneficiary assessment to be
performed on a continuous basis. It also requires additional disclosures about an entity’s involvement with a VIE, restrictions on the
VIE’s assets and liabilities that are included in the reporting entity’s consolidated balance sheet, significant risk exposures due to the
entity’s involvement with the VIE, and how its involvement with a VIE impacts the reporting entity’s consolidated financial
statements. Our adoption of the standard did not have any impact to our financial statements.

Accounting Standards not yet adopted


Revenue Recognition
In October 2009, the FASB issued an update to existing guidance on revenue recognition for arrangements with multiple
deliverables. This update will allow companies to allocate consideration received for qualified separate deliverables using estimated
selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable.
Additional disclosures discussing the nature of multiple element arrangements, the types of deliverables under the arrangements, the
general timing of their delivery, and the significant factors and estimates used to determine estimated selling prices are required. We
will adopt this update for new revenue arrangements entered into or materially modified beginning January 1, 2011. We do not
generally have arrangements with multiple deliverables and therefore do not expect any material impact to our financial statements
upon adoption.
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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant
assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own
assumptions about market participant assumptions developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy are described below:
• Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability
to access.
• Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or
other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or
liabilities.
• Level 3 – Valuations based on inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may
affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The impact of our
creditworthiness has been considered in the fair value measurements noted below. In addition, the fair value measurement of a
liability must reflect the nonperformance risk of an entity.

Fair Value Measurements Using


Total as of Level 1 Level 2 Level 3
In thousands September 30, 2010 Inputs Inputs Inputs
Assets:
Cash and cash equivalents $ 20,627 $20,627 $— $—
Short-term investments 18,632 18,632 — —
Total assets $ 39,259 $39,259 $— $—
Liabilities:
Interest rate hedge (accrued liabilities) 60 — 60 —
Total liabilities $ 60 $ — $ 60 $—
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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
Fair Value Measurements Using
Total as of Level 1 Level 2 Level 3
In thousands December 31, 2009 Inputs Inputs Inputs
Assets:
Cash and cash equivalents $ 15,767 $15,767 $ — $—
Short-term investments 1,131 1,131 — —
Total assets $ 16,898 $16,898 $ — $—
Liabilities:
Interest rate hedges (accrued liabilities) $ 1,165 $ — $1,165 $—
Total liabilities $ 1,165 $ — $1,165 $—

Level 1: At September 30, 2010, we have $20.6 million in cash and cash equivalents, and $15.8 million in Certificates of
Deposit, and $2.8 million in money market accounts, that we carry on our books at fair value using Level 1 inputs. We financed a
portion of our Japan acquisition through local borrowings of ¥1.2 billion which required us to deposit the equivalent USD amount of
$15.8 million in one year Certificates of Deposit into an affiliated bank located in the United States. At December 31, 2009, we had
$15.8 million in cash and cash equivalents and $1.1 million of short-term investments on our books at fair value using market price
inputs.

Level 2: At September 30, 2010, we have an interest rate swap contract covering $25 million of our variable interest debt. The
objective of the swap is to reduce the risk of volatile interest expense by fixing the rate. The interest rate hedge is designated as a cash
flow hedge; the notional amount and all other significant terms of the hedge agreement are matched to the provisions and terms of the
debt hedged. We apply hedge accounting to this instrument with changes in the fair value of the hedge agreement recorded as a
component of accumulated other comprehensive income. The fair value was determined using market data inputs to calculate
expected future interest rates. The cash streams attributable to the difference between expected future rates and the fixed rate payable
are discounted to arrive at the fair value of the hedge. At September 30, 2010 and December 31, 2009 the fair value of the interest rate
hedges was recorded as a current liability of $60 thousand and $1.2 million, respectively.

Level 3: We had no assets or liabilities measured at fair value using Level 3 inputs at September 30, 2010 or December 31,
2009.

Fair Value of Debt: At September 30, 2010, the fair value of the Company’s debt obligations was estimated at $960.1 million,
compared to a carrying amount of $977.4 million. At December 31, 2009, the fair value of the Company’s debt obligations was
estimated at $985.0 million, compared to a carrying amount of $988.9 million. This fair value was estimated using market interest
rates for comparable instruments.

There were no movements of items between fair value hierarchies.


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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
NOTE 5 – DERIVATIVE INSTRUMENTS

As of September 30, 2010, we have one interest rate swap contract, which expired in October 2010, covering $25 million of our
borrowings outstanding under our senior credit facility. The objective of the hedge was to reduce the risk of volatile interest expense
by fixing the rate.

The fair market of the hedge is recorded as a current liability of $60 thousand at September 30, 2010.

During the quarter ending September 30, 2010, we settled our Treasury Lock hedge related to our private debt placement. The
settlement resulted in a cash payment of $4.6 million and is reflected on our Statement of Cash Flows within Financing Activities.
This settlement amount will be amortized over the life of the related debt.

NOTE 6 – INCOME TAXES

We and our subsidiaries file U.S. federal income tax returns and income tax returns in various states and foreign jurisdictions.
With a few exceptions, we are no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities
for years before 2004. We have tax years open to examination in the US from 2007 and our subsidiaries in foreign countries have tax
years open ranging from 2004 through 2009.

The Company has recorded accruals to cover certain unresolved tax issues. Such uncertain tax positions relate to additional
taxes and interest the Company may be required to pay in various tax jurisdictions. During the course of examinations by various
taxing authorities, proposed adjustments may be asserted. The Company evaluates such items on a case-by-case basis and adjusts the
accrual for uncertain tax positions as deemed necessary.

The total amount of unrecognized tax benefits as of September 30, 2010 and December 31, 2009 was $7.7 million and $7.6
million, respectively, which included immaterial amounts of interest and penalties reflected as a liability on the balance sheet. The
amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $7.7 million. We
recognize interest and penalties accrued related to income tax reserves in income tax expense. This method of accounting is consistent
with prior years.

The following table summarizes the changes in unrecognized tax positions during the nine months ended September 30, 2010:

In thousands
Unrecognized tax positions, January 1, 2010 $ 7,622
Net decreases- tax positions in prior period (77)
Expiring by lapse of the Statute of Limitations (1,123)
Net increases- tax positions in current period 1,276
Unrecognized tax positions, September 30, 2010 $ 7,698

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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
NOTE 7 – STOCK BASED COMPENSATION

At September 30, 2010 we had stock options outstanding under the following plans:
(i) The 2008 Incentive Stock Plan, which our stockholders approved in May 2008;
(ii) the 2005 Incentive Stock Plan, which our stockholders approved in April 2005;
(iii) the 2000 Nonstatutory Stock Option Plan, which our Board of Directors adopted in February 2000;
(iv) the 1997 Stock Option Plan, which expired in January 2007;
(v) the Directors Stock Option Plan, which expired in May 2006;
(vi) the 1995 Incentive Compensation Plan, which expired in July 2005;
(vii) our Employee Stock Purchase Plan, which our stockholders approved in May 2001.

The following table sets forth the expense related to stock compensation:
Three Months Ended Nine Months Ended
September 30, September 30,
In thousands 2010 2009 2010 2009
Stock options $ 3,483 $ 3,604 $10,807 $10,362
Employee Stock Purchase Plan 217 166 634 499
Total pre-tax expense $ 3,700 $ 3,770 $11,441 $10,861

The following table sets forth the tax benefits related to stock compensation:

Three Months Ended Nine Months Ended


September 30, September 30,
In thousands 2010 2009 2010 2009
Tax benefit recognized in income
statement $ 1,486 $ 1,453 $ 4,547 $4,207
Excess tax benefit realized 4,521 (194) 17,951 357

The Black-Scholes option-pricing model is used in determining the fair value of each option grant using the assumptions noted
in the table below. The expected term of the options granted is based on historical experience and represents the period of time that
awards granted are expected to be outstanding. Expected volatility is based upon historical volatility of our stock. The expected
dividend yield is zero. The risk-free interest rate is based upon the U.S. Treasury yield rates of a comparable period.
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STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
The assumptions that we used in the Black-Scholes model are as follows:

Three Months Ended Nine Months Ended


September 30, September 30,
2010 2009 2010 2009
Expected term (in years) 5.75 5.5 5.75 5.5
Expected volatility 27.62% 28.21% 28.39% 28.28%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Risk free interest rate 1.71% 2.69% 2.38% 2.12%

Three Months Ended Nine Months Ended


September 30, September 30,
2010 2009 2010 2009
Weighted average grant date fair value of the stock options granted $ 15.36 $ 12.31 $13.43 $11.89

Stock option activity for the nine months ended September 30, 2010, was as follows:

Weighted Weighted
Average Average
Exercise Remaining Aggregate
Number of Price per Contractual Intrinsic
Options Share Life Value
(in years)
Outstanding at December 31, 2009 7,387,753 $ 35.43
Granted 1,304,681 52.56
Exercised (1,627,108) 26.69
Cancelled or expired (125,577) 47.87
Outstanding at September 30, 2010 6,939,749 $ 40.43 6.70 $202,391,523
Exercisable at September 30, 2010 3,512,385 $ 33.51 5.46 $126,326,580
Vested and expected to vest in the future at September 30,
2010 6,393,121 $ 39.69 6.57 $190,428,356

The restricted stock units (RSUs), included above, account for 20,000 shares granted and $1.4 million of intrinsic value which
have a weighted average contractual life of 2.4 years.

Three Months Ended Nine Months Ended


September 30, September 30,
In thousands 2010 2009 2010 2009
Total intrinsic value of options exercised $14,485 $3,166 $56,318 $12,073

Intrinsic value is measured using the fair market value at the date of the exercise (for options exercised) or at September 30,
2010 (for outstanding options), less the applicable exercise price.

As of September 30, 2010, there was $24.4 million of total unrecognized compensation expense, related to non-vested stock
options, which is expected to be recognized over a weighted average period of 1.69 years.

NOTE 8 – COMMON STOCK

During the quarters ended March 31, 2010 and 2009, we repurchased on the open market, and subsequently cancelled, 207,114
and 536,346 shares of common stock, respectively. The weighted average repurchase price was $54.36 and $47.59 per share,
respectively.
12
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
During the quarters ended June 30, 2010 and 2009, we repurchased on the open market, and subsequently cancelled, 235,436
and 40,162 shares of common stock, respectively. The weighted average repurchase price was $55.22 and $48.51 per share,
respectively.

During the quarters ended September 30, 2010 and 2009, we repurchased on the open market, and subsequently cancelled
308,588 and 848,169 shares of common stock, respectively. The weighted average repurchase price was $62.64 and $48.61 per share,
respectively.

NOTE 9 – NET INCOME PER COMMON SHARE


The following table sets forth the computation of basic and diluted net income per share:

Three Months Ended Nine Months Ended


September 30, September 30,
In thousands, except share and per share data 2010 2009 2010 2009
Numerator:
Numerator for basic earnings per share
Net income attributable to Stericycle, Inc. $ 56,686 $ 46,526 $ 157,899 $ 131,083
Denominator:
Denominator for basic earnings per share
weighted average shares 85,295,740 84,899,815 84,986,187 84,909,316
Effect of diluted securities:
Employee stock options 1,883,317 1,894,303 1,844,574 1,918,310
Dilutive potential share 1,883,317 1,894,303 1,844,574 1,918,310
Denominator for diluted earnings per share-
adjusted weighted average shares and after
assumed conversions 87,179,057 86,794,118 86,830,761 86,827,626
Earnings per share – Basic $ 0.66 $ 0.55 $ 1.86 $ 1.54
Earnings per share – Diluted $ 0.65 $ 0.54 $ 1.82 $ 1.51

13
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
NOTE 10 – COMPREHENSIVE INCOME

The components of total comprehensive income are net income, the change in cumulative currency translation adjustments, and
gains and losses on derivative instruments qualifying as cash flow hedges. The following table sets forth the components of total
comprehensive income for the three and nine months ended September 30, 2010 and 2009:

Three Months Ended Nine Months Ended


September 30, September 30,
In thousands 2010 2009 2010 2009
Net income $57,300 $46,563 $159,700 $131,231
Other comprehensive income:
Currency translation adjustments 17,253 (3,498) (632) 16,955
Change in fair value of cash flow hedge, net of tax 2,312 669 675 1,676
Other comprehensive income/ (loss) 19,565 (2,829) 43 18,631
Comprehensive income $76,865 $43,734 $159,743 $149,862
Less: net income attributable to noncontrolling interests 614 37 1,801 148
Comprehensive income attributable to Stericycle, Inc. $76,251 $43,697 $157,942 $149,714

NOTE 11 – GOODWILL

We have two geographical reporting segments, United States and Foreign Countries, both of which have goodwill. The changes
in the carrying amount of goodwill, for the nine months ended September 30, 2010 were as follows:

Foreign
In thousands United States Countries Total
Balance as of January 1, 2010 $1,153,149 $240,942 $1,394,091
Changes due to currency fluctuation — 844 844
Sale of assets (2,345) — (2,345)
Changes in goodwill on 2009 acquisitions (1,973) (12,627) (14,600)
Goodwill on 2010 acquisitions 41,992 56,174 98,166
Balance as of September 30, 2010 $1,190,823 $285,333 $1,476,156

The changes in goodwill for 2009 acquisitions are primarily due to the finalization of intangible valuations and allocation of
goodwill to the asset group held for sale.

During the quarter ended June 30, 2010 we performed our annual goodwill impairment evaluation for our three reporting units,
Domestic Regulated Waste, Domestic Regulated Returns Management, and Foreign Countries. We performed two impairment tests,
one using a market approach and the other using an income approach. Both the market and income approaches indicated no
impairment to goodwill to any of our three reporting units.

Market Approach: Our market approach begins by calculating the market capitalization of the Company using the average stock
price for the prior 30 days and the outstanding share count at June 30, 2010. We then look at the Company’s Earnings Before Interest,
Tax, Depreciation, and Amortization (“EBITDA”), adjusted for stock compensation expense and non-core operational expenses, such
as a gain on sale of divested assets, for the prior twelve months. The calculated market capitalization is divided by the modified
EBITDA to arrive at a valuation multiple. The fair value of each reporting unit is then calculated by taking the product of the
valuation multiple and the
14
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
trailing twelve month modified EBITDA of that reporting unit. The fair value was then compared to the reporting units’ book value
and determined to be in excess of the book value. We believe that starting with the fair value of the company as a whole is a
reasonable measure as that fair value is then allocated to each reporting unit based on that reporting unit’s individual earnings. A
sustained drop in our stock price would have a negative impact to our fair value calculations. A temporary drop in earnings of a
reporting unit would have a negative impact to our fair value calculations.

The results of our goodwill impairment test using the market approach indicated the fair value of our Domestic Regulated Waste
and Foreign Countries reporting units exceeded book value by a substantial amount, in excess of 100% of book value. Our Regulated
Returns Management reporting unit fair value exceeded book value in excess of 30%. We currently have $119.9 million of goodwill
assigned to our Regulated Returns Management reporting unit.

Income Approach: The income approach uses expected future cash flows of each reporting unit and discounts those cash flows
to a present value. Expected future cash flows are calculated using management assumptions of internal growth, capital expenditures,
and cost efficiencies. Future acquisitions are not included in the expected future cash flows. We use a discount rate based on our
Company calculated Weighted Average Cost of Capital which is adjusted for each of our reporting units based on risk size premium
and foreign country premium. Significant assumptions used in the income approach include realization of future cash flows and the
discount rate used to present value those cash flows.

The results of our goodwill impairment test using the income approach indicated the fair value all of our reporting units
exceeded book value by a substantial amount; in excess of 100%.

We complete our annual impairment analysis of our indefinite lived intangibles (facility permits) during the quarter ended
December 31 of each year.

NOTE 12 – GEOGRAPHIC INFORMATION

Management has determined that we have two reportable segments, United States (including Puerto Rico) and Foreign.
Revenues are attributed to countries based on the location of customers. Inter-company revenues, which are immaterial, are
eliminated prior to reporting United States revenues. The same accounting principles and critical accounting policies are used in the
preparation of the financial statements for both reporting segments.
15
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
Detailed information for our United States reporting segment is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
In thousands 2010 2009 2010 2009
Regulated waste management services $241,724 $212,509 $707,389 $622,136
Regulated returns management services 31,895 15,986 83,598 53,984
Total revenue 273,619 228,495 790,987 676,120
Net interest expense 7,033 7,841 22,053 21,145
Income before income taxes 73,229 56,609 207,590 174,690
Income taxes 26,494 20,145 76,243 65,994
Net income attributable to Stericycle, Inc. $ 46,735 $ 36,464 $131,347 $108,696
Depreciation and amortization $ 9,009 $ 7,520 $ 26,395 $ 21,421

Detailed information for our Foreign Countries reporting segment is as follows:


Three Months Ended Nine Months Ended
September 30, September 30,
In thousands 2010 2009 2010 2009
Regulated waste management services $89,369 $69,341 $254,912 $188,074
Net interest expense 1,394 1,373 4,095 4,145
Income before income taxes 14,716 13,064 41,469 31,029
Income taxes 4,151 2,965 13,116 8,494
Net income 10,565 10,099 28,353 22,535
Less: net income attributable to noncontrolling interests 614 37 1,801 148
Net income attributable to Stericycle, Inc. $ 9,951 $10,062 $ 26,552 $ 22,387
Depreciation and amortization $ 4,495 $ 2,439 $ 12,115 $ 7,042

NOTE 13 – LEGAL PROCEEDINGS


We operate in a highly regulated industry and must deal with regulatory inquiries or investigations from time to time that may
be instituted for a variety of reasons. We are also involved in a variety of civil litigation from time to time.

On November 30, 2009, we entered into an agreement with the United States Department of Justice (“DOJ”) and the States of
Missouri and Nebraska providing clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 that allowed us to
complete the acquisition of MedServe, Inc., which we closed on December 4, 2009. Our agreement with the DOJ and the States of
Missouri and Nebraska agreement required us to divest certain assets that we acquired from MedServe consisting of an autoclave
treatment facility in Newton, Kansas, four transfer stations in Kansas, Oklahoma, Nebraska and Missouri and certain large customer
accounts and associated assets related to these facilities. We completed this required divestiture in May 2010 (see Note 2 –
Acquisitions and Divestiture). In addition, our agreement requires us for a period of ten years to notify the DOJ and the States of
Missouri and Nebraska before acquiring any business that is engaged in both the collection and treatment of infectious waste in
Kansas, Missouri, Nebraska or Oklahoma.

During the quarter ended June 30, 2010, we entered into a settlement of litigation related to an acquisition agreement for $0.9
million.
16
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
NOTE 14 – GUARANTEE

We have guaranteed a loan to JPMorganChase Bank N.A. on behalf of Shiraishi-Sogyo Co. Ltd (“Shiraishi”). Shiraishi is a
customer in Japan that is expanding their medical waste management business and has a one year loan with a current balance of $5.8
million with JPMorganChase Bank N.A. that expires in May 2011. We also have extended notes receivable to Shiraishi for
approximately $15.2 million in support of their medical waste business. These amounts are collateralized with the assets of Shiraishi
and related companies.

NOTE 15 – RESTRUCTURING CHARGES


In December of 2009, we announced the consolidation of operations within our Returns Management Services business. This
consolidation will result in the closure of our facilities in Boynton Beach, Florida and Conyers, Georgia. The operations of those
facilities will be moved to our Indianapolis, Indiana location. We have recognized expense of $1.6 million during the fourth quarter of
2009, $0.7 million during the first quarter of 2010, $1.1 million during the second quarter of 2010, and $0.2 million during the third
quarter of 2010 related to this restructuring. We have an accrual balance of $0.4 million related to the restructuring at September 30,
2010. We estimate immaterial additional expense during the remainder of 2010. We believe this restructuring will allow us to
maximize the efficiency of our Returns Management Services business at a single location and management infrastructure. In addition
to the Returns Management Services restructuring charges, we recognized $0.5 million in expenses during the second quarter of 2010
related to the consolidation of some redundant plant operations.

NOTE 16 – SUBSEQUENT EVENT


The Company evaluated subsequent events through the date of filing this Quarterly Report on Form 10-Q.

On August 18, 2010, we entered into a note purchase agreement with 39 institutional purchasers pursuant to which we agreed to
issue and sell to the purchasers $175.0 million of our new 3.89% Series A seven-year unsecured senior notes and $225.0 million of
our new 4.47% Series B 10-year unsecured senior notes. Closing of the note purchase agreement occurred on October 15, 2010.

The Series A notes bear interest at the fixed rate of 3.89% per annum, and the Series B notes bear interest at the fixed rate of
4.47% per annum. Interest is payable in arrears semi-annually on April 15 and October 15 beginning on April 15, 2011. The principal
of the Series A notes is payable at the maturity of the notes on October 15, 2017, and the principal of the Series B notes is payable at
the maturity of the notes on October 15, 2020. The notes are unsecured obligations.

We applied $100.0 million of the proceeds from the sale of the notes to repay a portion of our term loans and applied $300.0
million of the proceeds to reduce our borrowings under our revolving credit facility.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We were incorporated in 1989 and presently serve a very diverse customer base of approximately 476,000 customers throughout
the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Puerto Rico, Romania, and the United
Kingdom. We have fully integrated networks including processing centers, and transfer and collection sites. We use these networks to
provide a broad range of services to our customers including regulated waste management services, and regulated return management
services. Regulated waste management services include regulated waste removal services, sharps management services, products and
services for infection control, and safety and compliance programs. Regulated return management services are physical services
provided to companies and individual businesses that assist with the handling of products that are being removed from the supply
chain due to recalls and expiration. These services also include advanced notification technology that is used to communicate specific
instructions to the users of the product. Our waste treatment technologies include autoclaving, incineration, chemical treatment, and
our proprietary electro-thermal-deactivation system. In addition, we have technology licensing agreements with companies located in
Brazil and Japan.

There were no material changes in the Company’s critical accounting policies since the filing of its 2009 Form 10-K. As
discussed in the 2009 Form 10-K, the preparation of the consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires management to make certain estimates and assumptions that affect the amount of
reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
revenues and expenses during the periods reported. Actual results may differ from those estimates.

Highlights of the three months ended September 30, 2010:


• revenues grew to $363.0 million, a 21.9% increase over $297.8 million for the third quarter 2009;
• third quarter gross margins decreased to 46.3% in 2010 from 47.3% in 2009;
• operating income was $96.0 million, a 20.8% increase from $79.5 million for 2009;
• we incurred a net $2.1 million in non-core operational pre-tax expenses, and;
• cash flow from operations was $76.1 million.

Highlights of the nine months ended September 30, 2010:


• revenues grew to $1.05 billion, a 21.0% increase over $864.2 million for 2009;
• gross margins decreased to 46.4% from 46.9% in 2009;
18
• operating income was $276.8 million, a 18.7% increase from $233.3 million for 2009;
• we incurred a net $3.6 million in non-core operational pre-tax expenses, and;
• cash flow from operations was $205.4 million.

THREE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2009
The following summarizes the Company’s operations:

Three Months Ended September 30,


In thousands, except per share data 2010 2009
$ % $ %
Revenues $ 362,988 100.0 $ 297,836 100.0
Cost of revenues 185,515 51.1 150,272 50.5
Restructuring costs 185 0.1 — —
Depreciation 9,190 2.5 6,647 2.2
Total cost of revenues 194,890 53.7 156,919 52.7
Gross profit 168,098 46.3 140,917 47.3
Selling, general and administrative expenses 65,033 17.9 54,312 18.2
Depreciation 1,796 0.5 1,878 0.6
Amortization 2,518 0.7 1,434 0.5
Total selling, general and administrative expenses 69,347 19.1 57,624 19.3
Acquisition expenses 1,891 0.5 3,478 1.2
Integration expenses 790 0.2 282 0.1
Restructuring costs and plant closure expense 31 0.0 — —
Income from operations 96,039 26.5 79,533 26.7
Net interest expense 8,427 2.3 9,214 3.1
Income tax expense 30,645 8.4 23,110 7.8
Net income 57,300 15.8 46,563 15.6
Less: net income attributable to noncontrolling interests 614 0.2 37 0.0
Net income attributable to Stericycle, Inc. $ 56,686 15.6 $ 46,526 15.6
Earnings per share- diluted $ 0.65 $ 0.54

Revenues: Our revenues increased $65.1 million, or 21.9%, to $363.0 million in 2010 from $297.8 million in 2009. Domestic
revenues increased $45.1 million, or 19.7%, to $273.6 million from $228.5 million in 2009 as internal revenue growth for domestic
small account customers increased by $13.1 million, or approximately 10%, and internal revenue growth for large quantity customers
increased by $4.7 million, or approximately 6%. Internal revenues for returns management increased by $15.9 million. Internal
revenues excludes acquisitions less than one year old. Total regulated waste and returns management domestic acquisitions less than
one year old contributed approximately $11.4 million to the increase in domestic revenues.
19
International revenues increased $20.0 million, or 28.9%, to $89.4 million from $69.3 million in 2009. Internal growth in the
international segment contributed $3.9 million, or approximately 6% in increased revenues. Internal growth excludes the effect of
foreign exchange and acquisitions less than one year old. The effect of exchange rate fluctuations negatively impacted international
revenues approximately $1.6 million while acquisitions less than one year old contributed an additional $17.7 million in international
revenues.

Cost of Revenues: Our cost of revenues increased $38.0 million, or 24.2%, to $194.9 million during 2010 from $156.9 million
during 2009. Our domestic cost of revenues increased $23.2 million, or 20.2%, to $137.8 million from $114.6 million in 2009 as a
result of costs related to a proportional increase in revenues from acquisitions and internal growth. Our international cost of revenues
increased $14.8 million, or 35.0%, to $57.1 million from $42.3 million in 2009 primarily driven by the impact of exchange rates and
impact from integration of acquisitions. Our company wide gross margin percentage decreased to 46.3% during 2010 from 47.3%
during 2009 primarily due to slightly higher fuel and energy costs as well as integration of lower margin newly acquired revenues and
higher Regulated Returns Management revenues, offset by improvements in the base business margins.

Selling, General and Administrative Expenses: Selling, general and administrative (“SG&A”) expenses increased
approximately $11.7 million, or 20.4%, to $69.4 million, for the quarter ended September 30, 2010 from $57.6 million for the
comparable quarter in 2009 primarily as investment spending supported the increase in revenues and acquisition related SG&A
spending. As a percentage of revenue, these costs decreased by 0.2% for the quarter ended September 30, 2010 compared to the same
period in 2009.

Domestically, third quarter SG&A expenses increased $8.2 million, or 18.1%, to $53.6 million from $45.4 million in the same
period in 2009. As percentage of revenues, SG&A was lower at 19.6% in the third quarter of 2010 compared to 19.9% in 2009. As a
percentage of revenues, amortization expense of acquired intangible assets increased by 0.2% while other expenses decreased by
0.55%. There was no single factor that was a major contributor to the decrease in SG&A.

Internationally, third quarter SG&A expenses increased $3.6 million or 29.5% to $15.8 million from $12.2 million in the same
period last year. As a percentage of revenues, SG&A was 17.7% in 2010 compared to 17.6% in 2009. The increase in SG&A was
partially due to our acquisitions in Japan and Portugal, which have slightly higher SG&A expenses. Higher amortization expense
related to recognized intangible assets from acquisitions and investment for our Clinical Services program also contributed to the
increase in SG&A.

Income from Operations: Income from operations increased to $96.0 million for the quarter ended September 30, 2010 from
$79.5 million for the comparable quarter in 2009, an increase of 20.8%. During the quarter ended September 2010, we recognized
$1.9 million in expenses related to acquisitions and $0.2 million of restructuring costs of our regulated returns management service
business. During the quarter ended September 30, 2009 we recognized $3.5 million in expenses related to acquisitions.
20
Net Interest Expense: Net interest expense decreased to $8.4 million during the quarter ended September 30, 2010 from $9.2
million during the comparable quarter in 2009. Our interest expense was higher in 2009 due to incremental expenses related to three
interest rate swap contracts, two of which expired prior to the third quarter of 2010.

Income Tax Expense: Income tax expense increased to $30.6 million for the quarter ended September 30, 2010 from $23.1
million for the comparable quarter in 2009. In September 2010 and 2009, we recognized $1.2 million and $1.8 million, respectively;
of tax benefits related to prior years unrecognized tax positions, which positively impacted our diluted earnings per share by $0.01
and $0.02, respectively. The effective tax rates for the quarters ended September 30, 2010 and 2009 were 34.8% and 33.2%,
respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2009
The following summarizes the Company’s operations:

Nine Months Ended September 30,


2010 2009
In thousands, except per share data $ % $ %
Revenues $ 1,045,899 100.0 $ 864,194 100.0
Cost of revenues 532,625 50.9 438,484 50.7
Restructuring costs 1,339 0.1 — —
Depreciation 26,983 2.6 20,456 2.4
Total cost of revenues 560,947 53.6 458,940 53.1
Gross profit 484,952 46.4 405,254 46.9
Selling, general and administrative expenses 191,067 18.3 158,090 18.3
Depreciation 4,875 0.5 4,187 0.5
Amortization 6,652 0.6 3,820 0.4
Total selling, general and administrative expenses 202,594 19.4 166,097 19.2
Acquisition expenses 3,247 0.3 5,418 0.6
Integration expenses 3,253 0.3 466 0.1
Restructuring costs and plant closure expense 1,107 0.1 — —
Litigation settlement 937 0.1 — —
Gain on sale of assets (2,955) -0.3 — —
Income from operations 276,769 26.5 233,273 27.0
Net interest expense 26,148 2.5 25,290 2.9
Income tax expense 89,359 8.5 74,488 8.6
Net income 159,700 15.3 131,231 15.2
Less: net income attributable to noncontrolling interests 1,801 0.2 148 0.0
Net income attributable to Stericycle, Inc. $ 157,899 15.1 $ 131,083 15.2
Earnings per share- diluted $ 1.82 $ 1.51
21
Revenues: Our revenues increased $181.7 million, or 21.0%, to $1.05 billion in 2010 from $864.2 million in 2009. Domestic
revenues increased $114.9 million, or 17.0%, to $791.0 million from $676.1 million in 2009 as internal revenue growth for domestic
small account customers increased by $34.7 million, or approximately 9%, and internal revenue growth for large quantity customers
increased by $12.9 million, or approximately 6%. Internal revenues for returns management increased by $29.6 million resulting from
larger recalls in the quarter. Internal revenues exclude acquisitions less than one year old. Total domestic regulated waste and returns
management acquisitions less than one year old contributed approximately $37.7 million to the increase in domestic revenues.

International revenues increased $66.8 million, or 35.5%, to $254.9 million in 2010 from $188.1 million in 2009. Internal
growth in the international segment contributed $13.3 million, or approximately 7% in increased revenues. Internal growth excludes
the effect of exchange rates and acquisitions less than one year old. The effect of exchange rate fluctuations favorably impacted
international revenues approximately $3.5 million and acquisitions less than one year old contributed an additional $50.0 million in
international revenues.

Cost of Revenues: Our cost of revenues increased $102.0 million, or 22.2%, to $560.9 million during 2010 from $458.9 million
during 2009. Our domestic cost of revenues increased $59.1 million, or 17.4%, to $399.0 million from $339.9 million in 2009 as a
result of costs related to a proportional increase in revenues from acquisitions and internal growth. Our international cost of revenues
increased $42.9 million, or 36.0% to $161.9 million from $119.0 million in 2009 as a result of costs related to a proportional increase
in revenues, partially driven by the impact of exchange rates. Our company wide gross margin percentage decreased to 46.4% during
2010 from 46.9% during 2009 due to slightly higher energy expenses and the inclusion of lower margin acquired revenues.

Selling, General and Administrative Expenses: SG&A expenses increased $36.5 million, or 22.0%, to $202.6 million, for the
nine months ended September 30, 2010 from $166.1 million for the comparable period in 2009. As a percentage of revenue, these
costs increased by 0.2% for the nine months ended September 30, 2010 compared to the same period in 2009 primarily due to higher
expensing of stock options.

Domestically, SG&A increased $23.5 million in 2010, or 17.6%, to $156.7 million from $133.2 in 2009. The increase was
primarily due to SG&A expenses related to the acquired revenues, higher amortization and stock option expenses, market penetration
for our Pharmaceutical Waste programs, and investment in the Steri-Safe services.

Internationally, SG&A increased $13.0 million in 2010, or 39.5% to $45.9 million from $32.9 million in 2009. As a percentage
of revenues, SG&A was 18.0% in 2010 and 17.5% in 2009. The increase in SG&A was partially due to our acquisitions in the UK,
Brazil, and Japan, which have slightly higher SG&A expenses. Higher amortization expense related to recognized intangible assets
from acquisitions and investment for our Clinical Services program also contributed to the increase in SG&A.
22
Income from Operations: Income from operations increased to $276.8 million for the nine months ended September 30, 2010
from $233.3 million for the comparable period in 2009, an increase of 18.6%. During the nine months ended September 30, 2010, we
recognized $3.2 million in expenses related to acquisitions, $2.0 million of restructuring costs of our regulated returns management
service business, $0.5 million plant closure expense, and litigation settlement of $0.9 million, partially offset by a $3.0 million gain on
sale of assets related to the MedServe divestiture. These non-core operational expenses totaled $3.6 million on pre-tax basis. During
the nine months ended September 30, 2009, we recognized $5.4 million in expenses related to acquisitions.

Net Interest Expense: Net interest expense increased to $26.1 million during the nine months ended September 30, 2010 from
$25.3 million during the comparable period in 2009 due to increased borrowings.

Income Tax Expense: Income tax expense increased to $89.4 million for the nine months ended September 30, 2010 from $74.5
million for the comparable period in 2009. The increase was due to higher taxable income partially offset by a lower effective tax
rate. In September 2010 and 2009, we recognized $1.2 million and $1.8 million, respectively; of tax benefits related to prior years
unrecognized tax positions which positively impacted our diluted earnings per share by $0.01 and $0.02, respectively. The effective
tax rates for the nine months ended September 30, 2010 and 2009 were 35.9% and 36.2%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our $850 million senior credit facility maturing in August 2012, our $206.9 million term loan maturing in June 2012, and our
$100 million private placement notes maturing April 2015, all require us to comply with various financial, reporting and other
covenants and restrictions, including a restriction on dividend payments. The financial debt covenants are the same for the senior
credit facility, the term loan credit agreement and the private placement notes. At September 30, 2010, we were in compliance with
all of our financial debt covenants.

As of September 30, 2010, we had $375.1 million of borrowings outstanding under our $850 million senior unsecured credit
facility, which includes foreign currency borrowings of $31.1 million. We also had $185.2 million committed to outstanding letters of
credit under this facility. The unused portion of the revolving credit facility as of September 30, 2010 was $289.7 million. At
September 30, 2010, our interest rates on borrowings under our revolving credit facility were
• For short-term borrowing (less than one month): Federal funds rate plus 0.5% or prime rate, whichever is higher; and
• For borrowing greater than one month: LIBOR plus 0.75%.
23
The weighted average rate of interest on the unsecured revolving credit facility was 1.42% per annum.

As of September 30, 2010, we had $206.9 million term loan debt outstanding which was entered into during 2009 with several
lenders maturing in June 2012. Term loans under the term loan credit agreement bear interest at fluctuating interest rates determined,
for any one-month or other applicable interest period, by reference to the LIBOR plus the applicable margin provided in the term loan
agreement. The applicable margin is based on our consolidated leverage ratio and ranges from 2.75% to 3.50%. As of September 30,
2010, the applicable margin was 3.00%. The weighted average rate of interest on the term loan was 3.56% per annum which includes
the amounts under our interest rate hedge. We are required to make quarterly principal payments ranging between 2% to 3% of the
principal amount of the outstanding term loans, and the remainder at maturity.

As of September 30, 2010, we had $100.0 million outstanding 5.64% private placement notes which we entered into on
April 15, 2008 with nine institutional purchasers. The notes bear interest at the fixed rate of 5.64% per annum. Interest is payable in
arrears semi-annually on April 15 and October 15 beginning on October 15, 2009, and principal is payable at the maturity of the notes
on April 15, 2015.

At September 30, 2010, we had $295.4 million in other debt outstanding, which includes promissory notes issued in connection
with acquisitions during 2004 through 2010, other foreign subsidiary bank debt, and capital leases.

Working Capital: At September 30, 2010, our working capital increased by $29.4 million to $43.2 million compared to $13.7
million at December 31, 2009. Working capital increased by $36.7 million for net accounts receivables related to higher sales, and by
$17.5 million for short-term investments. In July 2010, we financed a portion of our Japan acquisition through local borrowings
which required us to deposit $15.8 million in one year Certificates of Deposit into an affiliated bank located in the United States (see
Note 4 – Fair Value Measurements). Working capital decreased by $18.9 million for increases in current debt, which was used to fund
acquisitions and stock repurchases. Working capital also decreased due to an increase in accrued liabilities of $14.6 million primarily
related to acquisitions.

Net Cash Provided or Used: Net cash provided by operating activities decreased $8.5 million, or 4.0%, to $205.4 million during
the nine months ended September 30, 2010 compared to $213.9 million for the comparable period in 2009. Higher earnings in 2010
were offset by an increase in accounts receivables resulting from higher revenues and timing of revenues in the quarter in our
regulated returns business.

Net cash used in investing activities for the nine months ended September 30, 2010 was $140.7 million compared to $136.1
million in the comparable period in 2009. The difference is mainly due to a $15.8 increase in short-term investments related to our
acquisitions in Japan (see Note 4 – Fair Value Measurements) partially offset by $11.5 million paid less for acquisitions and
international investments in 2010.
24
Net cash used in financing activities was $53.7 million during the nine months ended September 30, 2010 compared to $70.2
million for the comparable period in 2009. A decrease of $26.4 million for the repurchase and cancellation of common stock over the
prior year period, and a decrease of $163.0 million in debt repayments and financing fees was partially offset by a $215.0 million
term loan placed in 2009.

Guarantees: We have guaranteed a loan to JPMorganChase Bank N.A. on behalf of Shiraishi-Sogyo Co. Ltd (“Shiraishi”).
Shiraishi is a customer in Japan that is expanding their medical waste management business and has a one year loan with a current
balance of $5.8 million with JPMorganChase Bank N.A. that expires in May 2011. We also have extended notes receivable to
Shiraishi for approximately $15.2 million in support of their medical waste business. These amounts are collateralized with the assets
of Shiraishi and related companies.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK


We are subject to market risks arising from changes in interest rates. As of September 30, 2010, we have one interest rate swap
contract covering $25 million of our borrowings outstanding under our senior credit facility. The objective of the hedge is to reduce
the risk of volatile interest expense by fixing the rate. The fair market of the hedge is recorded as a current liability of $60 thousand at
September 30, 2010.

During the quarter ending September 30, 2010, we settled our Treasury Lock hedge related to our private debt placement. The
settlement resulted in a cash payment of $4.6 million and is reflected on our Statement of Cash Flows within Financing Activities.
This settlement amount will be amortized over the life of the related debt.

Our potential additional interest expense over one year that would result from a hypothetical, instantaneous and unfavorable
change of 100 basis points in the interest rate on all of our variable rate obligations would be approximately $6.1 million on a pre-tax
basis.

We have exposure to foreign currency fluctuations. We have subsidiaries in ten foreign countries whose functional currency is
the local currency. Changes in foreign currency exchange rates could unfavorably impact our consolidated results of operations. We
have exposure to commodity pricing for gas and diesel fuel for our trucks and for the purchase of containers and boxes. We do not
hedge these items to manage the exposure.
25
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer,
conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by
this Report. On the basis of this evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer each
concluded that our disclosure controls and procedures were effective.

The term “disclosure controls and procedures” is defined in Rule 13a-14(e) of the Securities Exchange Act of 1934 as “controls
and other procedures designed to ensure that information required to be disclosed by the issuer in the reports, files or submits under
the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms.” Our disclosure controls and procedures are designed to ensure that material information relating to us
and our consolidated subsidiaries is accumulated and communicated to our management, including our Chairman and Chief
Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosures.

Internal Control Over Financial Reporting


During the quarter ended September 30, 2010, there were no changes in our internal controls over financial reporting that have
materially affected, or are reasonably likely materially to affect, our internal controls over financial reporting.

FROM TIME TO TIME WE ISSUE FORWARD-LOOKING STATEMENTS RELATING TO SUCH THINGS AS


ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, ACQUISITION ACTIVITIES AND SIMILAR
MATTERS.

THESE FORWARD-LOOKING STATEMENTS MAY INVOLVE RISKS AND UNCERTAINTIES, SOME OF WHICH ARE
BEYOND OUR CONTROL (FOR EXAMPLE, GENERAL ECONOMIC CONDITIONS). OUR ACTUAL RESULTS COULD
DIFFER SIGNIFICANTLY FROM THE RESULTS DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. FACTORS
THAT COULD CAUSE SUCH DIFFERENCES INCLUDE DIFFICULTIES IN COMPLETING THE INTEGRATION OF
ACQUIRED BUSINESSES, CHANGES IN GOVERNMENTAL REGULATION OF MEDICAL WASTE COLLECTION AND
TREATMENT, AND INCREASES IN TRANSPORTATION AND OTHER OPERATING COSTS, AS WELL AS VARIOUS
OTHER FACTORS.
26
PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


See Note 13 - Legal Proceedings, in the Notes to the Condensed Consolidated Financial Statements (Item 1 of Part I).

ITEM 2. CHANGES IN SECURITIES, USES OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
• In May 2002 our Board of Directors authorized the Company to repurchase up to 6,000,000 shares of our common stock,
in the open market or through privately negotiated transactions, at times and in amounts in the Company’s discretion.
• In February 2005, at a time when we had purchased a total of 2,956,860 shares, the Board authorized us to purchase an
additional 2,956,860 shares.
• In February 2007, at a time when we had purchased an additional 3,142,080 shares since the prior increase in authorization,
the Board authorized us to purchase up to an additional 3,142,080 shares.
• In May 2007, at a time when we had purchased an additional 1,187,142 shares since the prior increase in authorization, the
Board authorized us to purchase up to an additional 1,187,142 shares.
• In May 2008, at a time when we had purchased an additional 2,938,496 shares since the prior increase in authorization, the
Board authorized us to purchase up to an additional 2,938,496 shares, thereby again giving the Company the authority to
purchase up to a total of 6,000,000 additional shares.

Under resolutions that our Board of Directors adopted in May 2002, February 2005, February 2007, May 2007 and May 2008,
we have been authorized to purchase a cumulative total of 16,224,578 shares of our common stock on the open market. As of
September 30, 2010, we had purchased a cumulative total of 13,937,255 shares.

The following table provides information about our purchases during the nine months ended September 30, 2010 of shares of
our common stock:

Issuer Purchase of Equity Securities

Number of
Shares (or Maximum Number
Units) (or Approximate
Purchased Dollar Value) of
Total as Part of Shares (or Units)
Number of Average Publicly that May Yet Be
Shares (or Price Paid Announced Purchased Under
Units) per Share Plans or the Plans or
Period Purchased (or Unit) Programs Programs
January 1- January 31, 2010 — $ — — 3,038,461
February 1- February 28, 2010 8,609 50.91 8,609 3,029,852
March 1- March 31, 2010 198,505 54.51 198,505 2,831,347
April 1- April 30, 2010 100,656 54.37 100,656 2,730,691
May 1- May 31, 2010 134,780 55.85 134,780 2,595,911
June 1- June 30, 2010 — — — 2,595,911
July 1- July 31, 2010 308,588 62.64 308,588 2,287,323
August 1- August 31, 2010 — — — 2,287,323
September 1- September 30, 2010 — — — 2,287,323
27
ITEM 6. EXHIBITS

2.1 Merger Agreement dated as of September 24, 2010 by and among Stericycle, Inc., SAMW Acquisition Corp., Healthcare
Waste Solutions, Inc. and Joseph Mayernik, as shareholder representative
The exhibits and schedules to the Merger Agreement, which are listed following the table of contents, have been omitted
pursuant to Item 601(b)(2) of Regulation S–K. We agree to furnish supplementally copies of any omitted exhibits or
schedules to the Securities and Exchange Commission upon request.
31.1 Rules 13a-14(a)/15d-14(a) Certification of Mark C. Miller, Chairman and Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Frank J.M. ten Brink, Executive Vice President and Chief Financial Officer
32 Section 1350 Certification of Mark C. Miller, Chairman and Chief Executive Officer, and Frank J.M. ten Brink, Executive
Vice President and Chief Financial Officer

101.INS XBRL Instance Document


101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
28
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: November 5, 2010

STERICYCLE, INC.
(Registrant)

By: /s/ FRANK J.M. TEN BRINK


Frank J.M. ten Brink
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

29
Exhibit 2.1

EXECUTION VERSION

MERGER AGREEMENT

AMONG

STERICYCLE, INC.
(BUYER),

SAMW ACQUISITION CORP.


(TRANSITORY SUBSIDIARY),

HEALTHCARE WASTE SOLUTIONS, INC.


(TARGET),

AND

JOSEPH MAYERNIK
(SHAREHOLDER REPRESENTATIVE)

SEPTEMBER 24, 2010


TABLE OF CONTENTS

§1. Definitions 1
§2. Basic Transaction 8
(a) Merger 8
(b) Closing 8
(c) Actions at Closing 8
(d) Effect of Merger 10
(e) Procedure for Payment 11
(f) Closing of Transfer Records 11
(g) Stock Incentive Plan Termination 12
§3. Target’s Representations and Warranties 12
(a) Organization, Qualification, and Corporate Power 12
(b) Capitalization 12
(c) Authorization of Transaction 12
(d) Non-contravention 12
(e) Brokers’ Fees 13
(f) Title to Tangible Assets 13
(g) Subsidiaries 13
(h) Financial Statements 13
(i) Undisclosed Liabilities 14
(j) Absence of Certain Changes 14
(k) Legal Compliance 15
(l) Tax Matters 16
(m) Real Property 16
(n) Intellectual Property 18
(o) Material Contracts 18
(p) Powers of Attorney 20
(q) Litigation 20
(r) Employee Benefits; Employment Agreements 20
(s) Employees 21
(t) Environmental, Health, and Safety Matters 22
(u) Customers and Vendors 23
(v) Licenses and Permits 23
(w) Affiliate Transactions 23
(x) Insurance 23
(y) Accounts Receivable 24
(z) Disclaimer of Other Representations and Warranties 24
§4. Buyer’s and Transitory Subsidiary’s Representations and Warranties 24
(a) Organization 24
(b) Authorization of Transaction 24
(c) Non-contravention 25
(d) Brokers’ Fees 25
(e) Financial Ability 25
(f) Independent Investigation, No Other Representation or Warranties of the Stockholders of Target 25
§5. Covenants 26
(a) General 26
(b) Notices and Consents 26
(c) Regulatory Matters and Approvals 26
(d) Operation of Business 27
(e) Full Access 28
(f) Updates to Schedules 28
(g) Exclusivity 29
(h) Insurance and Indemnification 29
(i) Expenses 29
(j) Payment of Bonus and Change in Control Payments 30
(k) Certain Tax Matters 30
(l) Employee Compensation and Benefits 31
(m) Rehrig Healthcare Systems 32
(n) Matthews Incinerator 32
§6. Conditions to Obligation to Close 33
(a) Conditions to Buyer and Transitory Subsidiary’s Obligation 33
(b) Conditions to Target’s Obligation 34
§7. Termination 35
(a) Termination of Agreement 35
(b) Effect of Termination 36
§8. Survival; Indemnification; Shareholder Representative 36
(a) Survival of Representations and Warranties 36
(b) Indemnification 36
(c) Net 37
(d) Escrow Fund 37
(e) Escrow Period; Distribution upon Termination of Escrow Periods 37
(f) Limitation on Buyer Indemnification Claims 38
(g) Procedure for Indemnification 38
(h) Subrogation 40
(i) Fees 40
(j) Shareholder Representative 41
(k) Authorization 42
(l) Reasonable Reliance 42
(m) Orders 43
(n) Expenses of the Shareholder Representative 43
(o) Irrevocable Appointment 43
(p) Treatment of Indemnity Payments 43
(q) Remedies Exclusive 43
§9. Miscellaneous 44
(a) Press Releases and Public Announcements 44
(b) No Third-Party Beneficiaries 44
(c) Entire Agreement 44
(d) Succession and Assignment 44
(e) Counterparts 44
(f) Headings 44
(g) Notices 44
(h) Governing Law; Forum; Waiver of Jury Trial 45
(i) Amendments and Waivers 46
(j) Severability 46
(k) Construction 46
(l) Incorporation of Exhibits and Schedules 46

Exhibit A—Financial Statements


Exhibit B—Forms of Noncompetition Agreement
Disclosure Schedule—Exceptions to Representations and Warranties
MERGER AGREEMENT

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).

This Agreement contemplates a transaction in which Buyer will acquire all of Target’s outstanding stock for cash through a
reverse subsidiary merger of Transitory Subsidiary with and into Target. This Agreement, and the merger of Transitory Subsidiary
with and into Target pursuant to this Agreement, have been approved by the respective boards of directors of Target, Buyer and
Transitory Subsidiary.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the
representations, warranties, and covenants herein contained, the Parties agree as follows.

§1. Definitions.

“Additional Capital Gains Tax” means the additional tax on long-term capital gains that the Stockholders incur in connection
with the Merger if Closing occurs after December 31, 2010 and there has been a change in the applicable federal tax rate on long-term
capital gains from the rate applicable in 2010.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

“Agreement” has the meaning set forth in the preface.

“Authorizations” has the meaning set forth in §3(v).

“Bonus Payments” has the meaning set forth in §2(c)(iv)(C).

“Business Units” means the respective businesses conducted by Target and the following Subsidiaries of Target: HWS Resource
Management, Inc.; Healthcare Waste Solutions of Pennsylvania, LLC; Healthcare Waste Solutions of Kentucky, Inc.; Healthcare
Waste Solutions of Florida, LLC; NYESC Acquisition Corp.; Medwaste Management, Inc. of New England; New York
Environmental Services Corp.; NYESC Leasing Corp.; and BMWNC, Inc.

“Buyer” has the meaning set forth in the preface.

“Buyer Indemnified Party” has the meaning set forth in §8(b).


“Certificate of Merger” has the meaning set forth in §2(c).

“Change of Control Payments” has the meaning set forth in §2(c)(iv)(C).

“Closing” has the meaning set forth in §2(b).

“Closing Date” has the meaning set forth in §2(b).

“Closing Merger Consideration” means the Net Merger Consideration less the Escrow Amount.

“Closing Merger Consideration Payment Schedule” means the payment schedule delivered by Target to Buyer pursuant to §2
(e).

“Closing Tax Benefit” means forty percent (40%) of the sum of the total payments hereunder to holders of In the Money
Options.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means any share of the common stock, $.001 par value per share, of Target issued and outstanding as of the
Effective Time.

“Common Stock Deemed Outstanding” means the number of shares of Common Stock outstanding immediately prior to the
Effective Time, including the shares of Common Stock underlying In the Money Options.

“Common Stockholder” means any Person who or that holds any Common Stock.

“Common Value Per Share” means an aggregate amount in respect of each outstanding share of Common Stock equal to: (a) the
sum of (i) the Net Merger Consideration plus (ii) the Option Cashless Exercise Adjustment less (iii) the aggregate Preferred Stock
Value Per Share in respect of all outstanding shares of Preferred Stock; divided by (b) the total number of shares of Target Common
Stock Deemed Outstanding at the Effective Time.

“Confidential Information” means any information concerning the business and affairs of Target and its Subsidiaries that is not
already generally available to the public.

“Contracts” has the meaning set forth in §3(o).

“Delaware General Corporation Law” means the General Corporation Law of the State of Delaware, as amended.

“Disclosure Schedule” has the meaning set forth in §3.

“Disclosure Supplement” has the meaning set forth in §5(f).


2
“Dissenting Share(s)” means any Common Stock held of record by any stockholder who or that has exercised his, her, or its
appraisal rights under the Delaware General Corporation Law.

“Effective Time” has the meaning set forth in §2(d).

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Escrow Agent” means BNY Mellon, N.A.

“Escrow Agreement” means the Escrow Agreement, in the form mutually agreed to by the Parties and the Escrow Agent, which
is executed by Buyer, Surviving Corporation, the Shareholder Representative and the Escrow Agent on the Closing Date, as
contemplated by this Agreement.

“Escrow Amount” means $10,000,000.

“Escrow Fund” has the meaning set forth in §8(d).

“Escrow Period” has the meaning set forth in §8(e).

“Escrow Schedule” has the meaning set forth in §8(d).

“Execution Date” has the meaning set forth in the preface above.

“Financial Statements” has the meaning set forth in §3(h).

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Governmental Authority” means any: (i) federal, state, local or foreign government, court, tribunal, administrative agency or
department, (ii) any other governmental, government appointed or regulatory authority or (iii) quasi-governmental authority
exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Government Antitrust Authority” means and includes the Federal Trade Commission, the Antitrust Division of the United
States Department of Justice and the attorney general or other counterpart of any state.

“Hart-Scott-Rodino Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“In the Money Option” means a vested option to acquire Common Stock in the Target, which, if exercised prior to (or upon) the
Effective Time, would have an exercise price per share less than the Common Value Per Share, calculated iteratively, and assuming
each such Target vested option with the same exercise price is exercised simultaneously.
3
“Indemnified Party” means and includes a Buyer Indemnified Party and/or a Seller Indemnified Party, as applicable.

“Indemnifying Party” has the meaning set forth in §8(g)(3).

“In the Money Optionholder” means a holder of an In the Money Option.

“Knowledge” means the actual knowledge of Joseph Mayernik, Geoffrey Mayernik, Lewis G. Renfro or Kenneth W. Mai, as it
relates to Target and/or any Subsidiary, and any officer or director of Buyer or Transitory Subsidiary, as it relates to Buyer and/or
Transitory Subsidiary, in each case without independent investigation.

“Lien(s)” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) liens for taxes not yet
due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (b) purchase money liens
and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business
and not incurred in connection with the borrowing of money.

“LLC Dissolution Payments” has the meaning set forth in §5(m).

“Loss(es)” has the meaning set forth in §8(b).

“Material Adverse Effect” or “Material Adverse Change” means any effect or change that could reasonably be expected to be
materially adverse to the business, assets, financial condition, operating results or operations of Target and its Subsidiaries, taken as a
whole, or to the ability of any Party to consummate timely the transactions contemplated hereby; provided that none of the following
shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material
Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to
(1) general business or economic conditions, including such conditions related to the business of Target and its Subsidiaries,
(2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not
pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States,
or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the
United States, (3) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any
security or any market index), (4) changes in United States generally accepted accounting principles, (5) changes in laws, rules,
regulations, orders, or other binding directives issued by any governmental entity, or (6) the taking of any action or the effect of the
transactions contemplated by this Agreement and the other agreements contemplated hereby (provided that, in the case of clauses (1)-
(5), the effect on Target and its Subsidiaries is not disproportionate to the effect on other companies that collect, transport, treat and
dispose of medical waste), (b) any existing event, occurrence, or circumstance with respect to which Buyer has knowledge as of the
date of this Agreement, (c) the failure of the Target or any Subsidiary of Target to achieve any financial projections or budget, and
(d) any adverse change in or effect on the business of Target and its Subsidiaries that is cured in all material respects (including all
financial settlements) by Target before the earlier of (1) the
4
Closing Date and (2) the date on which this Agreement is terminated pursuant to §7. An adverse change or effect does not have to be
a long-term adverse change or effect, measured in years, to constitute a Material Adverse Change or a Material Adverse Effect; a
short-term adverse change or effect, measured in months, may constitute a Material Adverse Change or Material Adverse Effect.

“Material Contracts” has the meaning set forth in §3(o).

“Material Customer Contracts” has the meaning set forth in §3(u).

“Material Vendor Contracts” has the meaning set forth in §3(u).

“Merger” has the meaning set forth in §2(a).

“Merger Consideration” means (i) $245,000,000 if Closing occurs on or before December 31, 2010 or (ii) $245,000,000 plus
the smaller of (A) the Additional Capital Gains Tax or (B) $6,000,000 if Closing occurs after December 31, 2010.

“Most Recent Balance Sheet” has the meaning set forth in §3(h).

“Most Recent Financial Statements” has the meaning set forth in §3(h).

“Most Recent Fiscal Month End” has the meaning set forth in §3(h).

“Net Merger Consideration” means the Total Merger Consideration less the sum of the amounts paid in accordance with §§ 2(c)
(iv)(A)-(F).

“New Matter” has the meaning set forth in §5(f).

“Objection Notice” has the meaning set forth in §8(g).

“Officer’s Certificate” has the meaning set forth in §8(g).

“Option Cashless Exercise Adjustment” means the sum of the exercise prices per share of each In the Money Option.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with
respect to quantity and frequency).

“Outside Date” means the date nine months after the Execution Date.

“Party” has the meaning set forth in the preface.

“Paying Agent” has the meaning set forth in §2(e).

“Paying Agent Agreement” means the Paying Agent Agreement, in the form mutually agreed to by the Parties, which is
executed by Buyer, Surviving Corporation, the Shareholder Representative and the Paying Agent on or prior to the Closing Date, as
contemplated by this Agreement.
5
“Permitted Lien(s)” means with respect to each parcel of owned real property: (a) real estate taxes, assessments and other
governmental levies, fees, or charges imposed that are (i) not due and payable as of the Closing Date or (ii) being contested by
appropriate proceedings; (b) mechanics’ liens and similar liens for labor, materials, or supplies provided with respect to such owned
real property incurred in the Ordinary Course of Business for amounts that are (i) not delinquent and that would not, in the aggregate,
have a Material Adverse Effect or (ii) being contested by appropriate proceedings; (c) zoning, building codes, and other land use laws
regulating the use or occupancy of such owned real property or the activities conducted thereon that are imposed by any governmental
authority having jurisdiction over such owned real property; (d) liens for any financing secured by such owned real property;
(e) easements, covenants, conditions, restrictions and other similar matters affecting title to such owned real property and other
encroachments and title and survey defects, all of which do not or would not materially impair the use or occupancy of such owned
real property in the operation of the business of Target and its Subsidiaries taken as a whole; and (f) liens securing indebtedness for
borrowed money.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency,
or political subdivision thereof).

“Preferred Stock” means any Series A Convertible Redeemable Preferred Stock, par value $.001 per share, of Target.

“Preferred Stockholder” means any Person who or that holds Preferred Stock.

“Preferred Value Per Share” means an aggregate amount in respect of each outstanding share of Series A Preferred Stock equal
to the greatest of (i) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into
Common Stock, pursuant to Section 5 of the Amendment to Certificate of Incorporation of Target filed with the Secretary of the State
of the State of Delaware on July 27, 2007, immediately prior to the Merger, (ii) two times the Original Series A Preferred Purchase
Price, and (iii) the Original Series A Preferred Purchase Price plus all accrued and unpaid dividends thereon (including all dividends
that were previously added to the Base Amount of such share). (Capitalized terms used in this definition not otherwise defined in this
Agreement shall have the meanings ascribed to them in the Amendment to the Certificate of Incorporation of Healthcare Waste
Solutions, Inc. filed with the Secretary of State of the state of Delaware on July 27, 2007). Preferred Value Per Share shall include an
amount with respect to each share of Series A Preferred Stock equal to the accrued and unpaid dividends to which such Series A
Preferred Stock is entitled.

“Pro Rata Escrow Portion” means, with respect to each Stockholder and In the Money Optionholder, the product determined by
multiplying the Escrow Amount by a fraction, (i) the numerator of which is the Stockholder’s or In the Money Optionholder’s
number of shares of Common Stock Deemed Outstanding immediately prior to the Effective Time, and (ii) the denominator of which
is the total number of shares of Common Stock Deemed Outstanding immediately prior to the Effective Time (excluding any
Dissenting Shares).
6
“Prior Service” has the meaning set forth in §5(l).

“Reimbursable Portion” has the meaning set forth in §5(k)(iii).

“Requisite Stockholder Approval” means (a) the affirmative vote of the holders of a majority of the Common Stock and
Preferred Stock, voting as a single class in favor of this Agreement and the Merger; and (b) the affirmative vote of the holders of a
majority of the Preferred Stock voting separately in favor of this Agreement and the Merger.

“SEC” means the Securities and Exchange Commission.

“Second Request” has the meaning set forth in §5(c)(ii).

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Seller Indemnified Party” has the meaning set forth in §8(b).

“Shareholder Representative” has the meaning set forth in §8(j).

“Shareholder Representative Expenses” has the meaning set forth in §8(j).

“Special Meeting” has the meaning set forth in §5(c)(i).

“Stockholders” means and shall include all holders of Preferred Stock and Common Stock.

“Straddle Period” has the meaning set forth in §5(k)(iii).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other
business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited
liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other
similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in
such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains
or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term
“Subsidiary” shall include all Subsidiaries of such Subsidiary. For purposes of Target’s representations and warranties in §3, the term
“Subsidiary” shall include Healthcare MGMT. Waste Corp. as of the Closing Date.
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“Survival Date” has the meaning set forth in §8(a)(i).

“Surviving Corporation” has the meaning set forth in §2(a).

“Target” has the meaning set forth in the preface.

“Target HSR Fees” has the meaning set forth in §5(i).

“Target Indebtedness” means Target’s and its Subsidiaries’ indebtedness and other obligations for borrowed money and the
aggregate amount of their capitalized leases in excess of $900,000, together with all accrued interest.

“Third Party Claim” has the meaning set forth in §8(g).

“Third Party Expenses” has the meaning set forth in §5(i). Third Party Expenses do not include Target HSR Fees.

“Total Merger Consideration” means the sum of the Merger Consideration plus an amount equal to the Closing Tax Benefit.

“Transitory Subsidiary” has the meaning set forth in the preface.

§2. Basic Transaction.

(a) Merger. On and subject to the terms and conditions of this Agreement, at the Effective Time, Transitory Subsidiary will
merge with and into Target (the “Merger”). Target shall be the corporation surviving the Merger (the “Surviving Corporation”).

(b) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of
Choate, Hall & Stewart LLP, in Boston, Massachusetts, or by conference call and electronic transfer of documents with exchange of
original signatures by overnight mail, commencing at 9:00 a.m. local time on the second business day following the satisfaction or
waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions
with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine
(the “Closing Date”).

(c) Actions at Closing. At the Closing:


(i) Target will deliver to Buyer and Transitory Subsidiary the various certificates, instruments, and documents referred to in
§6(a),
(ii) Buyer and Transitory Subsidiary will deliver to Target the various certificates, instruments, and documents referred to
in §6(b),
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(iii) Target and Transitory Subsidiary will file with the Secretary of State of the State of Delaware a Certificate of Merger
in the form mutually agreed to by the Parties (the “Certificate of Merger”),
(iv) Buyer will pay, or cause to be paid, or retain as specified below from the Merger Consideration the following amounts:
(A) Buyer will pay to the lenders and other holders of Target Indebtedness an amount sufficient to satisfy in full the
Target Indebtedness as of the Closing Date (or, in Buyer’s discretion but with the agreement of the lender or holder, Buyer
may assume the Target Indebtedness to such lender or holder, in which case Buyer may retain an amount equal to such
indebtedness);
(B) Buyer will cause Surviving Corporation to pay the Third Party Expenses set forth on the Statement of Expenses;
(C) Buyer will cause Surviving Corporation to pay the bonus payments to eligible employees payable at Closing as
shown in the “Bonus” column under “Amount” in the schedule of bonus payments and change of control payments
disclosed in §3(o)(i) of the Disclosure Schedule (the “Bonus Payments”), and shall retain a portion of the Merger
Consideration equal to the aggregate change of control payments payable to eligible employees as shown in the “Change of
Control” column under “Amount” in the schedule of bonus payments and change of control payments (the “Change of
Control Payments”), subject to payment of the Change of Control Payments to eligible employees and payment of any
remaining balance to the Shareholder Representative as provided in §5(j);
(D) Buyer will pay to Joseph Mayernik the purchase price for all of the issued and outstanding capital stock of
Healthcare MGMT. Waste Corp. set forth in the assignment agreement referred to in §6(a)(ix);
(E) Buyer will retain from the Merger Consideration an amount equal to (i) the LLC Dissolution Payments less (ii) an
amount equal to the credit by Buyer described in §5(m).
(F) Buyer will retain from the Merger Consideration an amount equal to the Net Merger Consideration otherwise
payable to the Stockholders holding Dissenting Shares;
(G) Buyer will cause Surviving Corporation to pay over to the Escrow Agent the Escrow Amount; and
(H) Buyer will cause the Surviving Corporation to deliver the Closing Merger Consideration to the Paying Agent in
the manner provided below in §2(e).

All payments to be made, or caused to be made, by Buyer under this §2(c)(iv) shall be paid on the Closing Date in cash in
immediately available funds.
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(v) On or prior to the Closing Date, the Parties will determine an allocation of the Total Merger Consideration amongst the
Target and the Subsidiaries.

(d) Effect of Merger.


(i) General. The Merger shall become effective at the time (the “Effective Time”) Target and Transitory Subsidiary duly file
the Certificate of Merger with the Secretary of State of the State of Delaware. The Merger shall have the effect set forth in the
Delaware General Corporation Law. Surviving Corporation may, at any time after the Effective Time, take any action (including
executing and delivering any document) in the name and on behalf of either Target or Transitory Subsidiary in order to carry out
and effectuate the transactions contemplated by this Agreement.
(ii) Certificate of Incorporation. The certificate of incorporation of Surviving Corporation shall be amended and restated at
and as of the Effective Time to read as did the certificate of incorporation of Transitory Subsidiary immediately prior to the
Effective Time (except that the name of Surviving Corporation will remain unchanged).
(iii) Bylaws. The bylaws of Surviving Corporation shall be amended and restated at and as of the Effective Time to read as
did the bylaws of Transitory Subsidiary immediately prior to the Effective Time (except that the name of Surviving Corporation
will remain unchanged).
(iv) Directors and Officers. The directors and officers of Transitory Subsidiary shall become the directors and officers of
Surviving Corporation at and as of the Effective Time (retaining their respective positions and terms of office).
(v) Conversion of Stock and In the Money Options. At and as of the Effective Time, (A) each share of Preferred Stock
shall be converted into the right to receive the Preferred Value Per Share and each share of Common Stock (other than the
Dissenting Shares) shall be converted into the right to receive the Common Value Per Share, (B) each In the Money Option shall
be converted into the right to receive an amount equal to the Common Value Per Share less the exercise price for such In the
Money Option (provided that any payment to an In the Money Optionholder shall be subject to withholding of amounts required
by applicable law), and (C) each Dissenting Share shall be converted into the right to receive payment from Surviving
Corporation with respect thereto in accordance with the provisions of the Delaware General Corporation Law; provided,
however, that the Closing Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock
dividend, reverse stock split, or other change in the number of Common Stock Deemed Outstanding. No Preferred Stock or
Common Stock shall be deemed to be outstanding or to have any rights other than those set forth above in this §2(d)(v) after the
Effective Time. Each distribution made to a Stockholder and an In the Money Optionholder shall be reduced, respectively, by
each such Stockholder’s and each such In the Money Optionholder’s Pro Rata Escrow Portion.
(vi) Conversion of Transitory Subsidiary’s Capital Stock. At and as of the Effective Time, each share of Transitory
Subsidiary’s common stock, $0.01 par value per share, shall be converted into one share of Surviving Corporation’s common
stock, $0.01 par value per share.
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(e) Procedure for Payment.
(i) On or prior to the Closing Date, Buyer, the Shareholder Representative and the Paying Agent shall enter into the Paying
Agent Agreement.
(ii) Immediately after the Effective Time,
(A) Buyer will cause Surviving Corporation to furnish to BNY Mellon, N.A. (the “Paying Agent”) the Closing
Merger Consideration, the payment of which by the Paying Agent shall be made pursuant to a Closing Merger
Consideration Payment Schedule delivered by Target to Buyer prior to the Closing and
(B) Buyer will cause the Paying Agent to mail a letter of transmittal (with instructions for its use), in the form
mutually agreed to by the Parties, to each record holder of outstanding Preferred Stock and Common Stock (other than
holders of Dissenting Shares), which each such holder shall submit as a condition to each such holder’s receipt of his, her,
or its portion of the Closing Merger Consideration and which shall be used in surrendering the certificates that represented
his, her, or its Preferred Stock or Common Stock against payment of the Stockholder’s portion of the Closing Merger
Consideration and payment of such Stockholder’s portion of the Escrow Amount from the Escrow Fund (when payable) in
accordance with this Agreement.
(iii) Buyer may cause the Paying Agent to invest the Closing Merger Consideration cash in one or more of the permitted
investments; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to
make prompt payment of the Closing Merger Consideration as necessary. Buyer may cause the Paying Agent to pay over to
Surviving Corporation any net earnings with respect to the investments, and Buyer will cause Surviving Corporation to replace
promptly any portion of the Closing Merger Consideration that the Paying Agent loses through investments.
(iv) Buyer may cause the Paying Agent to pay over to Surviving Corporation any portion of the Closing Merger
Consideration (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former
Stockholders shall be entitled to look to Surviving Corporation (subject to abandoned property, escheat, and other similar laws)
as general creditors thereof with respect to the cash payable upon surrender of their certificates.
(v) Buyer shall cause Surviving Corporation to pay all charges and expenses of the Paying Agent.

(f) Closing of Transfer Records. After the close of business on the Closing Date, transfers of Preferred Stock and Common
Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of Surviving Corporation.
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(g) Stock Incentive Plan Termination. Immediately prior to the Effective Time, (i) Target shall terminate the XYZ, Inc. 2006
Stock Incentive Plan and thereby cause each In the Money Option to be converted into the right to receive the Common Value Per
Share less the total exercise price relating to each such In the Money Option converted and (ii) Target shall cause each other
outstanding option to acquire shares of Target’s Common or Preferred Stock to be canceled, without conversion or payment of any
consideration.

§3. Target’s Representations and Warranties Target represents and warrants to Buyer and Transitory Subsidiary that the
statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the
Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this
§3), except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the “Disclosure
Schedule”). The Disclosure Schedule is arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in
this §3.

(a) Organization, Qualification, and Corporate Power. Except as set forth on §3(a) of the Disclosure Schedule, each of Target
and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its
incorporation. Each of Target and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of
each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse
Effect. Each of Target and its Subsidiaries has full corporate power and authority to carry on the business in which it is engaged and
to own and use the properties owned and used by it.

(b) Capitalization. The entire authorized capital stock of Target consists of 30,000,000 shares of Common Stock, of which
10,000,000 shares of Common Stock are issued and outstanding and 3,351,182 shares of Preferred Stock, of which 3,335,667 shares
of Preferred Stock are issued and outstanding. All of the issued and outstanding Preferred Stock and Common Stock have been duly
authorized and are validly issued, fully paid, and non-assessable. Except as set forth on §3(b) of the Disclosure Schedule, there are no
outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts
or commitments that could require Target to issue, sell, or otherwise cause to become outstanding any of its capital stock. There is no
outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Target.

(c) Authorization of Transaction. Target has full power and authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder, subject to the Requisite Stockholder Approval. This Agreement
constitutes the valid and legally binding obligation of Target, enforceable against it in accordance with its terms and conditions.

(d) Non-contravention. Except as set forth in §3(d) of the Disclosure Schedule, neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which
Target or any of its Subsidiaries is subject or any provision of the
12
charter or bylaws of Target or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Material
Contract or any Material Customer Contract. Other than in connection with the provisions of the Hart-Scott-Rodino Act, the Delaware
General Corporation Law, the Securities Exchange Act, the Securities Act, state securities laws, the New York City Business Integrity
Commission and any other state agency regulating the conduct of the business of Target in any other state in which Target does
business, neither Target nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any material
authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions
contemplated by this Agreement.

(e) Brokers’ Fees. Except as set forth on §3(e) of the Disclosure Schedule, none of Target and its Subsidiaries has any liability
or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this
Agreement.

(f) Title to Assets. Target and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the assets
they use regularly in the conduct of their businesses except for Permitted Liens, Liens incurred in the ordinary course of the Target’s
business, or Liens reflected on the applicable Financial Statements.

(g) Subsidiaries. §3(g) of the Disclosure Schedule sets forth for each Subsidiary of Target (i) its name and jurisdiction of
incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and
outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such
holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of
each Subsidiary of Target have been duly authorized and are validly issued, fully paid, and nonassessable. One of Target and its
Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of Target. Except for the
Subsidiaries set forth in §3(g) of the Disclosure Schedule, neither Target nor any of its Subsidiaries owns or has any right to acquire,
directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

(h) Financial Statements. Attached hereto as Exhibit A are the following financial statements (collectively the “Financial
Statements”): (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of
and for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007 for Target and its Subsidiaries; and
(ii) unaudited consolidated balance sheets and statements of income (the “Most Recent Financial Statements,” and the balance sheet
included in the Most Recent Financial Statements, the “Most Recent Balance Sheet”) as of and for the seven months ended July 31,
2010 (the “Most Recent Fiscal Month End”) for Target and its Subsidiaries, except that the Financial Statements for Healthcare
MGMT. Waste Corp. are provided on an stand alone and not on a consolidated basis. The Financial Statements (including the notes
thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and
present fairly, in all material respects, the financial condition of Target and its Subsidiaries as of such dates and the results of
operations of Target and its Subsidiaries for such periods; provided, however, that the Most Recent Financial Statements are subject
to normal year-end adjustments and lack footnotes and other presentation items.
13
(i) Undisclosed Liabilities. Neither Target nor its Subsidiaries have any liabilities except for (i) liabilities reflected or reserved
against on the Most Recent Balance Sheet (including the notes thereto), (ii) liabilities that have arisen after the Most Recent Fiscal
Month End in the Ordinary Course of Business and (iii) liabilities disclosed in the Disclosure Schedule or described or referred to in
this Agreement.

(j) Absence of Certain Changes. Since January 1, 2010, each of Target and its Subsidiaries has conducted its business in the
Ordinary Course of Business and, except as and to the extent set forth on §3(j) of the Disclosure Schedule or the transactions
contemplated by this Agreement, neither Target nor any of its Subsidiaries has:
(i) to the Knowledge of Target, suffered any Material Adverse Effect;
(ii) except those incurred in the Ordinary Course of Business, incurred any indebtedness for borrowed money
(A) individually exceeding $100,000 (counting all periodic installments or payments under any such indebtedness as a single
obligation or liability) or (B) exceeding $250,000 in the aggregate;
(iii) paid any amount in respect of indebtedness for borrowed money, except for regularly scheduled payments of principal
and interest that were required in accordance with the express terms thereof;
(iv) subject to §3(j)(iii), paid, discharged or satisfied any claim or liability (whether absolute, accrued, contingent or
otherwise), other than the payment, discharge or satisfaction of liabilities and obligations in the Ordinary Course of Business;
(v) caused, permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be
subjected to any Lien, other than Permitted Liens;
(vi) written-off as uncollectible any notes or accounts receivable, except for write-offs in the Ordinary Course of Business
which together do not exceed $250,000 in the aggregate, or experienced any material increase or change in any underlying
assumption or method used in calculating any bad debt, contingency or other reserve, except as required by law or GAAP;
(vii) canceled any debts or waived or allowed to lapse any claims or rights of material value, or sold, transferred or
otherwise disposed of any of its tangible properties or assets, except in the Ordinary Course of Business;
(viii) disposed of or allowed to lapse any right to use any domain name, web address or item of intellectual property or
disclosed to any Person (other than an officer, director or employee of Target or a Person whose subsequent disclosure is limited
by the terms of a confidentiality or non-disclosure agreement with Target or one of its Subsidiaries) any trade secret, formula,
process or know-how or any other confidential information relating to Target, other than in the Ordinary Course of Business;
14
(ix) granted any increase in the compensation (including any increase pursuant to any employee benefit plan) payable or to
become payable to any officer or employee other than in the Ordinary Course of Business, and no such increase is required by
any agreement or understanding;
(x) made any single capital expenditure or commitment in excess of $100,000 for additions to property, plant, equipment or
intangible assets or made aggregate capital expenditures or commitments in excess of $100,000 for additions to property, plant,
equipment and/or intangible assets;
(xi) issued, granted, redeemed or repurchased any shares of its capital stock or any options, warrants or other rights to
acquire any of its capital stock, or declared, paid or set aside for payment any dividend or other distribution in respect of any of
its capital stock;
(xii) made any change in any of its methods of accounting or accounting practices or principles except as required by law;
(xiii) except for employee compensation and benefits and director fees paid in the Ordinary Course of Business, paid,
loaned or advanced any amount, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or
intangible) to, or entered into any agreement or arrangement with, any of its officers, directors or employees or any Stockholder
or, to Target’s Knowledge, any Affiliate of any of Target’s officers, directors or employees or of any Stockholder other than in
the Ordinary Course of Business;
(xiv) acquired any assets or properties other than in the Ordinary Course of its Business;
(xv) other than in the Ordinary Course of Business, changed its pricing, discount, allowance or return policies or granted
any pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies;
(xvi) amended its organizational documents;
(xvii) suffered any damage, destruction or loss of any asset or property (other than as is covered by insurance) materially
and adversely affecting its assets, properties, financial condition, operating results, prospects or business; or
(xviii) agreed, in writing or otherwise, to take any action described in this Section 3(j).

(k) Legal Compliance. Except as set forth in §3(k) of the Disclosure Schedule,
(i) Target and its Subsidiaries have complied with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign Governmental
Authorities (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.
15
(ii) Since January 1, 2008, to the Knowledge of Target, no event has occurred or circumstance exists that, with or without
notice or the passage of time or both, could (i) constitute or result in Target’s or any of its Subsidiaries’ violation of or their
failure to comply with, in a material respect, any law or order or (ii) give rise to any legal obligation of the Target or any of its
Subsidiaries to undertake or bear all or any portion of the cost of any remedial or corrective action of any kind except where it
would not have a Material Adverse Effect.
(iii) Since January 1, 2008, neither Target nor any of its Subsidiaries has received written notice from any Governmental
Authority or other Person regarding (i) their actual, alleged or potential violation of or failure to comply with any applicable law
or order or (ii) their actual, alleged or potential obligation to undertake or bear all or any portion of the cost of any remedial or
corrective action of any kind.

(l) Tax Matters.


(i) Each of Target and its Subsidiaries has filed all federal, state and local income and other tax returns that it was required
to file, and has paid all taxes shown thereon as owing, except where the failure to file tax returns or to pay taxes would not have
a Material Adverse Effect.
(ii) §3(l) of the Disclosure Schedule lists all tax returns filed with respect to any of Target and its Subsidiaries for taxable
periods ended on or after December 31, 2007, indicates those tax returns that have been audited, and indicates those tax returns
that currently are the subject of audit. Target has delivered to Buyer correct and complete copies of all tax returns, examination
reports, and statements of deficiencies assessed against or agreed to by any of Target and its Subsidiaries since December 31,
2007.
(iii) None of Target and its Subsidiaries has waived any statute of limitations in respect of income taxes or agreed to any
extension of time with respect to an income tax assessment or deficiency.
(iv) None of Target and its Subsidiaries is a party to any income tax allocation or sharing agreement.
(v) Each of Target and its Subsidiaries has withheld and paid to the proper Governmental Authority all taxes that they were
required to withhold and pay in respect of compensation or other amounts paid to any employee or independent contractor.

(m) Real Property.


(i) §3(m)(i) of the Disclosure Schedule sets forth the address and description of each parcel of owned real property. With
respect to each parcel of owned real property, and except for matters that would not have a Material Adverse Effect or as set
forth in §3(m)(i) of the Disclosure Schedule:
(A) Target or one of its Subsidiaries has good and marketable fee simple title, free and clear of all Liens, except
Permitted Liens;
16
(B) except as set forth in §3(m)(i)(B) of the Disclosure Schedule, none of Target or its Subsidiaries has leased or
otherwise granted to any Person the right to use or occupy such owned real property or any portion thereof;
(C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such owned real property
or any portion thereof or interest therein;
(D) to the Knowledge of Target, the current use of the owned real property does not violate any applicable law, order
or permit and Target or one of its Subsidiaries has obtained all material permits required for the property’s current use; and
(E) the owned real property (i) is now and will be at the time of Closing in operating condition and repair for its
current use, subject to customary wear and tear, (ii) to the Knowledge of Target, is structurally sound and free of defects,
with no material alterations or repairs required under any applicable law, order or permit, and (iii) is supplied with
adequate utilities and other services necessary for the current use of the property.
(ii) §3(m)(ii) of the Disclosure Schedule sets forth the address of each parcel of leased real property, and a true and
complete list of all leases for each such parcel of leased real property. Target has delivered to Buyer a true and complete copy of
each such lease document.
With respect to each leased property, and except as set forth in §3(m)(ii) of the Disclosure Schedule:
(A) Target or its Subsidiary as tenant has a good and valid leasehold interest in the leased property free and clear of
any Liens except for (i) Permitted Liens and (ii) easements, covenants and other encumbrances and restrictions of record
that do not materially impair the current use of the leased property;
(B) to the Knowledge of Target, the current use of the leased property does not violate any applicable law, order or
permit, the tenant has obtained all material permits required for such property’s current use, and the tenant has not assigned
or subleased its leasehold interest;
(C) to the Knowledge of Target, no party to a real property lease has defaulted on any obligation pursuant to the lease,
each real property lease is in full force and effect, and no party has received written notice from another party to a real
property lease or from any third party asserting a violation of or default under any provision of the lease; and
(D) the real property subject to the lease (i) is now and will be at the time of Closing in operating condition and repair
for its current use, subject to customary wear and tear, (ii) to the Knowledge of Target, is structurally sound and free of
defects, with no material alterations or repairs required under the lease or any applicable law, order or permit, and (iii) is
supplied with adequate utilities and other services necessary for the current use of the property.
17
(n) Intellectual Property. §3(n) of the Disclosure Schedule identifies each patent or registration that has been issued to Target or
any of its Subsidiaries with respect to any of its intellectual property, identifies each pending patent application or application for
registration which Target or any of its Subsidiaries has made with respect to any of its intellectual property, and identifies each
material license, agreement, or other permission that Target or any of its Subsidiaries has granted to any third party with respect to
any of its intellectual property. Except as set forth on §3(n) of the Disclosure Schedule:
(i) to the Knowledge of Target, the conduct of its business by Target and its Subsidiaries, as currently conducted, does not
constitute an infringement or other violation of any copyright, trade secret, trademark, trademark rights, trade names, trade name
rights, service marks, patent, invention, proprietary information, nondisclosure or any other rights of any Person;
(ii) neither Target nor any of its Subsidiaries has received any written notice of, nor does it have any Knowledge of, any
threatened action relating to, any infringement of or conflict with, any license, patent, copyright, trademark, service mark or
other intellectual property right of any other Person;
(iii) neither Target nor any of its Subsidiaries has received any written notice of, nor does it have any Knowledge of, any
infringement or unauthorized use by any Person of any of its intellectual property;
(iv) to the Knowledge of Target, the intellectual property of Target and its Subsidiaries is valid and enforceable and the
validity or enforceability of any of the intellectual property or the title of Target or its Subsidiaries to such intellectual property
has not been questioned in any litigation, governmental inquiry or proceeding to which Target or any of its Subsidiaries is a
party and, no such litigation, governmental inquiry or proceeding is threatened; and
(v) Target and its Subsidiaries have taken all actions commercially reasonable to preserve the confidentiality of all trade
secrets, proprietary and other confidential information material to their business.

(o) Material Contracts. §3(o) of the Disclosure Schedule sets forth a true and complete list of each contract, purchase order,
agreement, mortgage, note, commitment, obligation and undertaking (collectively, “Contracts”) to which Target or any of its
Subsidiaries is a party or by which it is otherwise bound that:
(i) is an employment, consulting, severance, change of control or retention agreement;
(ii) is a franchise, distributorship, manufacturing, licensing, dealership, supply or sales agency agreement (whether or not
exclusive) other than with vendors in the Ordinary Course of Business;
18
(iii) is an agreement that (A) limits or purports to limit the ability of Target or any of its Subsidiaries or, to the Knowledge
of Target, any key executive of Target or any of its Subsidiaries, to compete in any line of business or with any Person or in any
geographic area or during any period of time (except with respect to the use of information pursuant to any confidentiality or
non-disclosure agreement), (B) requires Target or any of its Subsidiaries to use any supplier or third party for all or substantially
all of Target’s or any of its Subsidiaries’ requirements or needs for any product or service, (C) limits or purport to limits the
ability of Target or any of its Subsidiaries to solicit customers or clients of the other parties thereto, (D) in the case of any
Material Customer Contract, requires Target or any of its Subsidiaries to provide to the other party or parties thereto “most
favored nation” pricing or any type of exclusive dealing or other similar arrangement, (E) requires Target or any of its
Subsidiaries to market or co-market any products or services of a third party, or (F) in the case of any Material Vendor Contract,
contains any “take-or-pay” provisions or similar arrangements requiring Target or any of its Subsidiaries to make a minimum
payment for goods or services from third party suppliers irrespective of usage;
(iv) is an agreement providing for a joint venture, partnership arrangement or other arrangement involving a sharing of
profits, losses, costs or liabilities by Target or any of its Subsidiaries with a third party, including a joint venture, partnership
arrangement or other agreement that will be terminated prior to the Closing;
(v) is an agreement by which Target or any of its Subsidiaries grants or receives rights in or to (e.g., licenses, assignments
and covenants not to sue) any of their intellectual property, except for any licenses for “off-the-shelf” commercially available
software used pursuant to shrink-wrap or click-through license agreements;
(vi) is an agreement providing for the sale, acquisition or lease of any of the properties of Target or any of its Subsidiaries
in excess of $100,000 other than the purchase or sale of inventory in the Ordinary Course of Business;
(vii) is a mortgage, pledge, security agreement or other similar agreement with respect to any tangible or intangible
property of Target or any of its Subsidiaries;
(viii) is a loan agreement, credit agreement, promissory note, guaranty, letter of credit or other similar agreement;
(ix) is an agreement with any Governmental Authority other than customer contracts entered into in the Ordinary Course of
Business;
(x) is bond or letter of credit;
(xi) is an agreement providing for the purchase of any of the capital stock or the material assets of any other Person;
19
(xii) to the extent not disclosed pursuant to any of the clauses above, is an agreement that requires payments or
performance during its term involving an amount in excess of $100,000 other than contracts with customers or vendors in the
Ordinary Course of Business;
(xiii) is an agreement relating to the marketing, sale, advertising or promotion of its products or services, where such
agreement involves a fee or payment by Target or any of its Subsidiaries in excess of $100,000 annually, other than trade
promotion offers between Target or any of its Subsidiaries and its customers and vendors entered into in the Ordinary Course of
Business;
(xiv) is a written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by
Target or any of its Subsidiaries other than in a Material Customer Contract or in the Ordinary Course of Business;
(xv) is a commitment or agreement to enter into any of the foregoing; or
(xvi) is an amendment, supplement, or modification (whether oral or written) in respect of any of the foregoing.

True and complete copies of all Contracts required to be set forth on §3(o) of the Disclosure Schedule (collectively, the “Material
Contracts”) have been furnished or made available to Buyer. Each Material Contract, Material Customer Contract and Material
Vendor Contract is in full force and effect, except to the extent that enforceability may be limited by general equitable principles or
the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Neither Target or any of its Subsidiaries nor, to
the Knowledge of Target, any other Person that is a party to or otherwise bound by a Material Contract, Material Customer Contract
or Material Vendor Contract is in material default or breach under such contract, and no event, occurrence, condition or act exists
that, with the giving of notice or the lapse of time or both, would give rise to any material default or breach or any right of
cancellation. During the past 12 months there has been no threatened cancellation of any Material Contract, Material Customer
Contract or Material Vendor Contract, and to Target’s Knowledge, there are no outstanding disputes under any Material Contract,
Material Customer Contract or Material Vendor Contract that, if concluded adversely to Target or its Subsidiaries, could reasonably
be expected to have a Material Adverse Effect.

(p) Powers of Attorney. Except as disclosed in §3(p) of the Disclosure Schedule, to the Knowledge of Target, there are no
outstanding powers of attorney executed on behalf of any of Target and its Subsidiaries.

(q) Litigation. §3(q) of the Disclosure Schedule sets forth each instance in which any of Target and its Subsidiaries (i) is subject
to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party or to its Knowledge is threatened to become
a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency
of any federal, state, local, or foreign jurisdiction,.

(r) Employee Benefits; Employment Agreements.


20
(i) §3(r) of the Disclosure Schedule lists each employee benefit plan that any of Target and its Subsidiaries maintains or to
which any of Target and its Subsidiaries contributes.
(A) To the Knowledge of Target, each such employee benefit plan (and each related trust, insurance contract, or fund)
has been maintained, funded and administered in accordance with the terms of such employee benefit plan and complies in
form and in operation in all respects with the applicable requirements of ERISA and the Code, except where the failure to
comply would not have a Material Adverse Effect.
(B) All contributions (including all employer contributions and employee salary reduction contributions) that are due
have been made to each such employee benefit plan that is an employee pension benefit plan. All premiums or other
payments which are due have been paid with respect to each such employee benefit plan that is an employee welfare
benefit plan.
(C) Each such employee benefit plan which is intended to meet the requirements of a “qualified plan” under Code
§401(a) has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of
Code §401(a).
(ii) Except as disclosed in §3(r)(ii) of the Disclosure Schedule, neither Target nor any of its Subsidiaries maintains,
sponsors or contributes to any employee pension benefit plan that is a “defined benefit plan” (as defined in ERISA §3(35)).
(iii) §3(r)(iii) of the Disclosure Schedule lists all employment and consulting contracts (other than those terminable at will
without liability to the Target) with any employees or consultants of the Company or any of its Subsidiaries.

(s) Employees.
(i) §3(s)(i) of the Disclosure Schedule contains a complete and accurate list of the following information for the employees
of Target and its Subsidiaries as of September 8, 2010, including employees on leave of absence: name, job title, date of hire and
current base compensation.
(ii) §3(s)(ii) of the Disclosure Schedule contains a complete and accurate list of all of Target and its Subsidiaries’ written
employment, bonus, incentive, severance, noncompetition and other employment-related contracts.
(iii) to the Knowledge of Target, Target and its Subsidiaries have complied in all material respects with all applicable
documentation requirements of the U.S. Citizenship and Immigration Services.
(iv) Except for contracts disclosed on §3(s)(ii) of the Disclosure Schedule, to Target’s Knowledge, no employee of Target
or any of its Subsidiaries is a party to or is otherwise bound by any confidentiality, noncompetition or proprietary rights contract
with any Person that would limit or restrict the scope of his or her duties as an employee of the Surviving Corporation or Buyer
following Closing.
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(v) Except for contracts disclosed on §3(s)(ii) of the Disclosure Schedule, neither Target nor any of its Subsidiaries is a
party to any employee-leasing contract.
(vi) Target and its Subsidiaries have made available to Buyer copies of all contracts listed on §3(s) of the Disclosure
Schedule and all written personnel policies and procedures.

(t) Environmental, Health, and Safety Matters.

Except as disclosed in §3(t) of the Disclosure Schedule:


(i) To Target’s Knowledge, Target and its Subsidiaries are in compliance with environmental, health, and safety
requirements, except for such noncompliance as would not have a Material Adverse Effect.
(ii) Target and its Subsidiaries have not received any written notice, report or other information regarding any actual or
alleged material unremedied violation of environmental, health, and safety requirements, or any material liabilities or potential
material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or
corrective obligations, relating to Target or its Subsidiaries or their facilities arising under environmental, health, and safety
requirements.
(iii) to the Knowledge of Target, Target and its Subsidiaries have no material cleanup liability or other environmental
liability in respect of any current or former facility used by Target or any of its Subsidiaries, any property adjoining any current
or former facility, or any assets used or held for use by Target or any of its Subsidiaries in the conduct of their business;
(iv) except for hazardous materials stored, used, transported or processed in the Ordinary Course of Business and in
compliance with all environmental laws and environmental permits, except for such noncompliance as would not have a
Material Adverse Effect, to the Knowledge of Target, there are no hazardous materials at any current facility used by Target or
any of its Subsidiaries and Target and its Subsidiaries have not permitted or conducted any hazardous activity at any current or
former facility;
(v) to the Knowledge of Target, there has not been any release by Target or any of its Subsidiaries of any hazardous
materials at or from any current or former facility or any property adjoining any such current or former facility;
(vi) Target and its Subsidiaries have not assumed, undertaken, provided an indemnity or entered into any other written
agreement with respect to any cleanup liability or other environmental liability of another Person;
(vii) Target and its Subsidiaries currently do not own, operate, occupy or lease a landfill and did not formerly own, operate,
occupy or lease a landfill;
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(viii) Target has delivered or made available to Buyer copies of all reports, studies, analyses, tests or monitoring possessed
or initiated by Target or any of its Subsidiaries relating to (i) hazardous materials or hazardous activities at any current or former
facility or (ii) compliance by Target and its Subsidiaries with applicable environmental laws.

(u) Customers and Vendors. §3(u) of the Disclosure Schedule sets forth a list of (a) (i) the 10 largest customers of each of
Target’s Business Units measured by dollar value of revenue for the fiscal year ended December 31, 2009 and (ii) without
duplication, all customers of the resource management business of Target and its Subsidiaries regardless of the Business Unit or Units
providing resource management services to such customers (the current contracts with such customers described in (i) and (ii), the
“Material Customer Contracts”), and (b) the top 10 vendors to Target and its Subsidiaries, taken as a whole and not by Business Unit,
based upon the aggregate dollar amount of purchases of vendor product during such fiscal year (the current contracts with such
vendors, the “Material Vendor Contracts”). Except as disclosed in §3(u) of the Disclosure Schedule, no such customer or vendor has
informed the Company in writing that it intends to terminate its business relationship with the Company. Target has delivered or
made available to Buyer copies of all Material Customer Contracts and all Material Vendor Contracts.

(v) Licenses and Permits. §3(v) of the Disclosure Schedule lists all licenses, permits and authorizations of any Governmental
Authority held by the Target and its subsidiaries that are necessary to the business of the Target and its Subsidiaries as it is currently
conducted (collectively, the “Authorizations”). The Authorizations are in full force and effect. The Target and its Subsidiaries comply
in all material respects with the Authorizations. To the Knowledge of Target, no Governmental Authority has initiated or threatened
the suspension or cancellation of any Authorization. Neither Target nor any of its subsidiaries has received any warning or notice of
decertification, revocation, suspension or termination, or of threatened or potential decertification, revocation, suspension or
termination, with respect to its Authorizations. Assuming that Buyer complies with all applicable notification, disclosure, consent and
approval requirements with respect to such Authorizations in connection with the consummation of the Merger and the other
transactions contemplated by this Agreement, to Target’s Knowledge such Authorizations will remain valid and in full force and
effect immediately following the Closing.

(w) Affiliate Transactions. Except for employment relationships and the payment of compensation and benefits in the ordinary
course of business and except as set forth in §3(w) of the Disclosure Schedule, neither Target nor any of its Subsidiaries is a party to
any Material Contract or other contract with any shareholder, officer, director or Affiliate of the Target.

(x) Insurance. Target and its Subsidiaries are currently insured under the insurance policies listed on §3(x) of the Disclosure
Schedule. Such policies are in full force and effect for such amounts as are sufficient for all legal requirements and all Material
Contracts. Target and its Subsidiaries comply in all material respects with the terms and conditions of such insurance policies and
Target has not received or given any written notice of cancellation or non-renewal or, to Target’s Knowledge, any other indication
that any insurance policy is no longer in full force or effect or that the issuer of any policy is not willing or able to perform its
obligations in respect of any such policy. Except as disclosed in §3(x) of the Disclosure Schedule, as of the date of this Agreement,
there are no pending material claims under any of such insurance policies as to which the respective insurance have denied coverage.
All premiums due, to date, under such policies have been paid.
23
(y) Accounts Receivable.
(i) §3(y) of the Disclosure Schedule sets forth a true and complete list of the accounts receivable of Target and its
Subsidiaries as of July 31, 2010, and the individual aging of those receivables. All of the accounts receivable of Target and its
Subsidiaries reflected on §3(y) of the Disclosure Schedules are reflected properly on the books and records of Target and its
Subsidiaries and constitute bona fide, valid, binding and collectible receivables, and will be collected consistent with the
historical collection experience of Target and its Subsidiaries, subject only to the reserve for bad debts set forth on the face of
the Most Recent Balance Sheet.
(ii) A true and complete list of the accounts receivable of Target and its Subsidiaries as of a date no more than three
business days prior to the Closing Date, and the aging of those receivables by customer, will be added to §3(y) of the Disclosure
Schedule at the Closing. Such updated accounts receivable of Target and its Subsidiaries reflected on the updated §3(y) of the
Disclosure Schedule pursuant to the preceding sentence will be, as of the date when required to be added, reflected properly on
the books and records of Target and its Subsidiaries and constitute bona fide, valid, binding and collectible receivables, subject
only to the reserve for bad debts reflected on the books and records of Target and its Subsidiaries.
(iii) All weights and measurements underlying billings by Target and its Subsidiaries to customers were accurate in all
material respects.

(z) Disclaimer of Other Representations and Warranties. Except as expressly set forth in this §3, Target makes no representation
or warranty, express or implied, at law or in equity, in respect of Target, its Subsidiaries, or any of their respective assets, liabilities or
operations, including with respect to merchantability or fitness for any particular purpose, and any such other representations or
warranties are hereby expressly disclaimed.

§4. Buyer’s and Transitory Subsidiary’s Representations and Warranties. Each of Buyer and Transitory Subsidiary represents
and warrants to Target that the statements contained in this §4 are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this
Agreement throughout this §4), except as set forth in the Disclosure Schedule. The Disclosure Schedule is arranged in paragraphs
corresponding to the numbered and lettered paragraphs contained in this §4.

(a) Organization. Each of Buyer and Transitory Subsidiary is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation.Ó

(b) Authorization of Transaction. Each of Buyer and Transitory Subsidiary has full power and authority (including full corporate
or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of each of Buyer and Transitory Subsidiary, enforceable in accordance with its
terms and conditions.
24
(c) Non-contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or
other restriction of any government, governmental agency, or court to which either Buyer or Transitory Subsidiary is subject or any
provision of the charter, bylaws, or other governing documents of either Buyer or Transitory Subsidiary or (ii) conflict with, result in
a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or
cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which either Buyer or
Transitory Subsidiary is a party or by which it is bound or to which any of its assets is subject. Other than in connection with the
provisions of the Hart-Scott-Rodino Act, the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act,
state securities laws, the New York State Business Integrity Commission and any other state agency regulating the conduct of the
business of Target in any other state in which Target does business, neither Buyer nor Transitory Subsidiary needs to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the
Parties to consummate the transactions contemplated by this Agreement.

(d) Brokers’ Fees. Neither Buyer nor Transitory Subsidiary has any liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Target or any of its Subsidiaries
could become liable or obligated.

(e) Financial Ability. The Buyer has the financial capability to consummate the transactions contemplated by this Agreement,
and the Buyer and Transitory Subsidiary understand the Buyer’s obligation hereunder are not in any way contingent or otherwise
subject to (i) the consummation of any financing arrangements or obtaining any financing or (ii) the availability of any financing to
Buyer, Transitory Subsidiary or any of their respective Affiliates.

(f) Independent Investigation, No Other Representation or Warranties of the Stockholders of Target. The Buyer and Transitory
Subsidiary agree that none of the Target, any Stockholder nor any of their respective Affiliates or advisors have made and shall not be
deem to have made, nor has the Buyer, Transitory Subsidiary or any of their respective Affiliates relied on, any representation,
warranty, covenant or agreement, express or implied, with respect to the Target, its business or the transactions contemplated by this
Agreement, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without
limiting the generality of the foregoing, each of the Buyer and Transitory Subsidiary agree that no representation or warranty, express
or implied, is made with respect to any financial projections or budgets. Each of the Buyer and the Transitory Subsidiary further
covenants, acknowledges and agrees that it (i) has made its own investigation into, and based thereon has formed an independent
judgment concerning, the Target and its business and (ii) has been given adequate access to such information about the Target and its
business as has been reasonably requested. To the actual knowledge of Buyer and Transitory Subsidiary as of the date of this
Agreement, each representation of Target set forth in Section 3 hereof is true and correct.
25
§5. Covenants. The Parties agree as follows with respect to the period from and after the execution of this Agreement.

(a) General. Each of the Parties will use commercially reasonable efforts to take all actions and to do all things necessary, or
advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not
waiver, of the Closing conditions set forth in §6).

(b) Notices and Consents. Target will give any notices (and will cause each of its Subsidiaries to give any notices) to third
parties, and will use commercially reasonable efforts to obtain (and will cause each of its Subsidiaries to use commercially reasonable
efforts to obtain) any material third-party consents referred to in §3(d) above and the items set forth in §5(b) of the Disclosure
Schedule.

(c) Regulatory Matters and Approvals. Each of the Parties will (and Target will cause each of its Subsidiaries to) give any
notices to, make any filings with, and use commercially reasonable efforts to obtain any authorizations, consents, and approvals of
governments and governmental agencies (including, among others, the New York City Business Integrity Commission) in connection
with the matters referred to in §3(d) and §4(c) above. In this regard:
(i) Delaware General Corporation Law. Target will call a special meeting of its stockholders (the “Special Meeting”) as
soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the
approval of the Merger in accordance with the Delaware General Corporation Law.
(ii) Hart-Scott Rodino Act. Each of the Parties will file (and Target will cause each of its Subsidiaries to file) any
Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the
Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will use commercially
reasonable efforts to obtain (and Target will cause each of its Subsidiaries to use commercially reasonable efforts to obtain) an
early termination of the applicable waiting period, and will make (and Target will cause each of its Subsidiaries to make) any
further filings pursuant thereto that may be necessary, proper, or advisable. Each of Target and the Buyer shall furnish the other
such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or
submission that is necessary under the Hart-Scott-Rodino Act. Target and the Buyer shall use their respective commercially
reasonable efforts to comply promptly with any inquiries or requests for additional information and documentary material
(“Second Request”) from any Government Antitrust Authority. Each such party shall, subject to applicable Law, permit counsel
for the other party to review in advance, if practicable, any proposed written or oral, communication to any Government
Antitrust Authority. Beyond complying with any Second Request, the Buyer shall take, or offer to take (and if such offer is
accepted, commit to take) all steps that it is capable of taking to avoid or eliminate impediments under the Hart-Scott-Rodino
Act or under the antitrust law of any state that may be asserted by any Government
26
Antitrust Authority with respect to the transactions contemplated by this Agreement, subject to the limits on Buyer’s obligations
set forth in this §5(c)(ii). In addition to and without limiting the foregoing, Buyer shall propose, negotiate, offer to commit and
effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale,
divestiture or disposition of such assets of Target or its subsidiaries or otherwise offer to take or offer to commit to take any
action that it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action
with respect to, or its ability to retain, any of the assets of Target, in order to avoid the filing of any suit or proceeding or the
entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding by
any Government Antitrust Authority which would otherwise have the effect of preventing or delaying the closing of the
transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event will
Buyer or any of its subsidiaries be obligated to propose or agree to accept any undertaking or condition, to enter into any consent
decree or settlement, to make any divestiture, to accept any operational restriction, or to take any other action that, in the
reasonable judgment of Buyer, could be expected to limit the right of Buyer (or its subsidiaries) to own, operate or benefit from
all or any portion of its or Target’s assets other than assets consisting of not more than two facilities of Target, any one of which
may be a treatment facility and any of which may be transfer facilities. Buyer shall be responsible for all filing fees required to
be paid to any Government Antitrust Authority pursuant to the Hart-Scott-Rodino Act and to any other Governmental Authority
in order to secure any necessary governmental consents.

(d) Operation of Business. Except as set forth in §5(d) of the Disclosure Schedule or for the transactions contemplated by this
Agreement, Target will not (and will not cause or permit any of its Subsidiaries to) engage in any practice, take any action, or enter
into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing:
(i) neither Target nor any of its Subsidiaries will authorize or effect any change in its charter or bylaws;
(ii) neither Target nor any of its Subsidiaries will grant any options, warrants, or other rights to purchase or obtain any of
its stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options,
warrants, and other rights currently outstanding);
(iii) neither Target nor any of its Subsidiaries will declare, set aside, or pay any dividend or distribution with respect to its
stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock, in either case outside the
Ordinary Course of Business;
(iv) neither Target nor any of its Subsidiaries will issue any note, bond, or other debt security or create, incur, assume, or
guarantee any Target Indebtedness outside the Ordinary Course of Business;
(v) neither Target nor any of its Subsidiaries will impose any Liens upon any of its assets outside the Ordinary Course of
Business;
27
(vi) neither Target nor any of its Subsidiaries will make any capital investment in, make any loan to, or acquire the
securities or assets of any other Person outside the Ordinary Course of Business;
(vii) neither Target nor any of its Subsidiaries will make any change in employment terms for any of its directors, officers,
and employees outside the Ordinary Course of Business; and
(viii) neither Target nor any of its Subsidiaries will commit to any of the foregoing.

(e) Full Access. Target will (and will cause each of its Subsidiaries to) permit representatives of Buyer (including legal counsel
and accountants) to have full access, at all reasonable times, and in a manner so as not to interfere with the normal business operations
of Target and its Subsidiaries, to all premises, properties, personnel, books, records (including tax records), contracts, and documents
of or pertaining to Target and each of its Subsidiaries. Each of Buyer and the Transitory Subsidiary will treat and hold as such any
Confidential Information it receives from Target or any of its Subsidiaries in the course of the reviews contemplated by this §5(e),
will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated for
any reason whatsoever, agrees to return to Target all tangible embodiments (and all copies) thereof that are in its possession.

(f) Updates to Schedules.


(i) Target shall have the right to supplement the Disclosure Schedule to this Agreement prior to the Closing to reflect any
and all events, circumstances or changes that arise or become known to Target after the date of this Agreement by delivery to the
Buyer of one or more supplements (each, a “Disclosure Supplement”).
(ii) Unless the existence of any matter set forth in a Disclosure Supplement (a “New Matter”) would have a Material
Adverse Effect, the applicable Disclosure Schedule shall be deemed amended and supplemented by all information set forth in
such Disclosure Supplement and each of the representations and warranties made in this Agreement shall be deemed qualified
by the Disclosure Supplement, solely for purposes of determining whether the condition to Buyer’s obligation to close in §6(a)
(iii) has been satisfied. No Disclosure Supplement shall affect the rights to indemnification of Buyer, Transitory Subsidiary and
Surviving Corporation under §8(b)(1) in respect of the applicable representations and warranties in §3 as if repeated at and as of
the Closing Date without regard to the Disclosure Supplement.
(iii) If the existence of any New Matter would have a Material Adverse Effect, the Buyer shall have the right to either
(i) terminate this Agreement by written notice to Target within five business days after receipt of the Disclosure Supplement that
includes the New Matter, or (ii) consummate the transactions contemplated by this Agreement. If the Buyer elects to
consummate the transactions contemplated by this Agreement, the applicable Disclosure Schedule shall be deemed amended and
supplemented by all information set forth in such Disclosure Supplement, each of the representations and warranties made in
this Agreement shall be deemed qualified by the Disclosure Supplement, and no Buyer Indemnified Party shall make any claim
in respect of the information disclosed in such Disclosure Supplement.
28
(g) Exclusivity. Target will not (and will not cause or permit any of its Subsidiaries, or any of its officers, directors, shareholders,
employees or agents or those of any of its Subsidiaries, to) solicit, initiate, or encourage or enter into any proposal, offer, agreement,
letter of intent or understanding with, or engage in any negotiations with, or furnish any information to, any Person (other than Buyer
and Transitory Subsidiary) relating to the acquisition of all or substantially all of the capital stock or assets of Target or any of its
Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange). If Target, any of its Subsidiaries, or
any of their respective officers, directors, shareholders, employees or agents receive any inquiry or other communication relating to
such an acquisition, Target will give Buyer prompt written notice of the inquiry or other communication.

(h) Insurance and Indemnification.


(i) Buyer will provide each individual who served as a director or officer of Target and each Subsidiary immediately prior
to the Effective Time with liability insurance for a period of 72 months after the Effective Time no less favorable in coverage
and amount than any applicable insurance in effect immediately prior to the Effective Time which liability insurance shall cover
claims made against directors and officers after the Effective Time relating to periods prior to, on, or after the Effective Time.
(ii) Buyer will not take any action to alter or impair any exculpatory or indemnification provisions now existing in the
certificate of incorporation, bylaws, or similar governing instrument of Target or any Subsidiary for the benefit of any individual
who served as a director or officer of Target or any Subsidiary at any time prior to the Effective Time.
(iii) Buyer will indemnify each individual who served as a director or officer of Target or any Subsidiary at any time prior
to the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints,
claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in
settlement, liabilities, obligations, taxes, Liens, losses, expenses, and fees, including all court costs and reasonable attorneys’
fees and expenses, resulting from, arising out of, relating to, in the nature of, or caused by this Agreement or any of the
transactions contemplated herein.

(i) Expenses. Whether or not the Merger is consummated, legal and investment banking fees and expenses incurred by a party in
connection with the negotiation and effectuation of the terms and conditions of this Agreement (the Merger) and the transactions
contemplated hereby (“Third Party Expenses”) shall be the obligation of the respective party incurring such fees and expenses, except
to the extent specifically allocated in this Agreement. Notwithstanding anything to the contrary contained herein, all filing fees and
legal fees incurred by Target in connection with the pre-merger notification filing and compliance mandated by the Hart-Scott-Rodino
Act, including, without limitation, legal fees incurred as a result of a Second Request but not including fees of electronic discovery
vendors, economists or consultants paid by Target’s counsel (“Target HSR Fees”), shall be paid by Buyer, on a monthly basis upon
receipt of an
29
invoice from Target or its agent, whether or not the Merger is consummated, and shall not be treated as Third Party Expenses or
reduce the Total Merger Consideration. Target shall provide Buyer with a statement of Third Party Expenses incurred by Target (or
estimated to be incurred on Target’s behalf after Closing) at least three (3) business days prior to the Closing Date in form reasonably
satisfactory to Buyer which statement shall be accompanied by invoices from the Target’s legal and investment banking advisors
providing services in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the
transactions contemplated hereby reflecting such advisors final billable Third Party Expenses (the “Statement of Expenses”). Any
Third Party Expenses unpaid at or prior to Closing and set forth on the Statement of Expenses shall be paid by Surviving Corporation
pursuant to §2(c)(iv) of this Agreement.

(j) Payment of Bonus and Change of Control Payments. As provided in §2(c)(iv)(C), Surviving Corporation shall pay the Bonus
Payments to eligible employees at Closing and shall pay the Change of Control Payments to eligible employees as and when the
payments become due in accordance with the employee special benefits agreements and other agreements disclosed in §3(o)(i) of the
Disclosure Schedule. No later than the first anniversary of the Closing Date, Surviving Corporation shall pay to the Shareholder
Representative an amount equal to the aggregate Change in Control Payments that have not been paid and are not payable to eligible
employees.

(k) Certain Tax Matters.


(i) The Shareholder Representative shall cause to be prepared, for filing by Buyer or Surviving Corporation, all federal,
state and local income and other tax returns that Surviving Corporation is required to file after the Closing Date for any taxable
period ending on or prior to the Closing Date, and the Stockholders and In the Money Optionholders shall be responsible, solely
to the extent of the available balance of the Escrow Account, for the payment of all taxes due in connection with these returns as
such taxes exceed (i) any portion of such taxes that Target paid on or before the Closing Date any (ii) any amount for the
payment of such taxes accrued on the balance sheet included in the Most Recent Financial Statements and as subsequently
accrued in Target’s Ordinary Course of Business through the Closing Date. Any net operating loss carryover, capital loss
carryover or tax credit carryforward of Target as of the Closing Date shall be fully utilized in determining any taxes due from
the Stockholders and In the Money Optionholders.
(ii) Buyer or Surviving Corporation shall prepare and file all federal, state and local income and other tax returns that the
Surviving Corporation is required to file for any taxable period beginning after the Closing Date, and Buyer and Surviving
Corporation shall be solely responsible for the payment of all Taxes due in connection with these returns.
(iii) For all tax returns that Surviving Corporation is required to file for any taxable period beginning before and ending
after the Closing Date (a “Straddle Period”), Buyer or Surviving Corporation shall prepare and file such tax returns and shall be
responsible for the payment of all taxes due in connection with these returns, subject to the obligation of the Stockholders and In
the Money Optionholders to reimburse Buyer or Surviving Corporation for the portion of each such tax that is allocable to the
portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard:
(A) in the case of a tax for a Straddle Period that is based on or related to income or receipts or is imposed in
connection with the sale of goods or services (e.g., state sales tax or use tax), the Reimbursable Portion of the tax shall be
equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and
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(B) in the case of a tax for a Straddle Period that is imposed in respect of the assets of Target or is otherwise measured
by the value or level of any item, the Reimbursable Portion of the tax shall be equal to the product of the tax multiplied by
a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the
Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.
(iv) Buyer and Surviving Corporation shall cooperate with the Shareholder Representative to enable him to cause to be
prepared all tax returns that he is required to cause to be prepared pursuant to §5(k)(i); and in this regard, Buyer and Surviving
Corporation shall retain and make available to the Shareholder Representative all of Target’s books and records that the
Shareholder Representative reasonably requires and cause Surviving Corporation to sign all tax returns that the Shareholder
Representative causes to be prepared. Buyer shall have the right to review and approve (which approval shall not be
unreasonably withheld, conditioned or delayed) each such tax return and at least 10 business days in which to comment on it
before it is filed.
(v) The Shareholder Representative shall have the right to review and approve (which approval shall not be unreasonably
withheld, conditioned or delayed) each tax return for a Straddle Period that Buyer or Surviving Corporation is required to file
pursuant to §5(k)(iii) and at least 10 Business Days in which to comment on it before it is filed.

(l) Employee Compensation and Benefit Plans. Following Closing for a period ending on the first anniversary of the date of this
Agreement, Buyer shall cause Surviving Corporation to use commercially reasonable efforts to maintain substantially intact the work
force of Target and its Subsidiaries as that work force exists on the date of this Agreement. In this regard, Buyer shall cause Surviving
Corporation and its Subsidiaries to continue the base salaries or hourly rates of the employees of Target and its Subsidiaries as of the
date of this Agreement and to continue to provide the same benefits to them that Target provided or, in Buyer’s discretion, provide
them with the same benefits that Buyer provides to its similarly-situated employees. To the maximum extent permitted by law, for the
purposes of any of Buyer’s benefit plans for which eligibility or vesting of benefits depends on length of service, and for any benefit
for which the amount or level of benefits depends on length of service, Buyer shall give (or cause to be given) to each employee of
Target or its Subsidiaries as of the Closing Date full credit for past service with Target and/or its Subsidiaries as of and through the
Closing Date (“Prior Service”). In addition, and without limiting the generality of the foregoing, each such employee (a) shall be
given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability
requirements, or the application of any pre-existing condition limitations, (b) shall be given credit for amounts paid under a
corresponding Target plan during the same
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period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in
accordance with the terms and conditions of Buyer’s plan and (c) shall be eligible to receive such periods of vacation leave, sick
leave, personal days, holidays and other similar periods of leave as were accrued and available to the employee under Target’s plans
immediately prior to the Closing.

(m) Rehrig Healthcare Systems. Prior to Closing (i) Target shall obtain the agreement of Rehrig Pacific Company, Inc. to the
dissolution of Rehrig Healthcare Systems LLC and (ii) it shall be dissolved and all obligations of the members under its limited
liability company agreement, as it may have been amended or supplemented, addenda, shall be terminated. Target shall pay any
amounts that may be required to be paid to Rehrig Pacific Company, Inc. in this regard (“LLC Dissolution Payments”), subject to a
credit by Buyer, not exceeding $100,000, for the amount that Target is required to pay for the unamortized cost of the 31- and 43-
gallon reusable medical waste container molds incurred by Rehrig Pacific Company, Inc.

(n) Matthews Incinerator.


(i) Without violating any provision of this Agreement, Target may sell or cause the sale to a third party, conditional upon
and concurrent with Closing, of the incinerator in Matthews, North Carolina owned and operated by Target’s Subsidiary,
BMWNC, Inc., a North Carolina corporation, together with the associated permits for the incinerator, for a price and on such
terms and subject to such conditions as Target, in its sole discretion, approves, with the exception that the terms of sale (i) shall
not include any customer contracts or impose any post-closing burden or obligation on the seller other than to cooperate, at no
more than a nominal cost, in the transfer of any permit to the buyer and (ii) shall require the buyer to assume the obligation to
install monitoring wells and perform the annual sampling for one well as described in §3(t) (third paragraph) of the Disclosure
Schedule. Target may distribute all of the net proceeds of sale to the Stockholders.
(ii) If Target declines or fails to sell or cause the sale of the incinerator prior to the Closing Date, Target shall cause
BMWNC, Inc. immediately prior to Closing (i) to transfer the incinerator and associated permits (but not any customer
contracts) to a new corporation or limited liability company, subject to the new entity’s assumption of the obligation to install
monitoring wells and perform the annual sampling for one well as described in §3(t) (third paragraph) of the Disclosure
Schedule, and (ii) to distribute the stock or membership interests in the new entity to Target’s Shareholders (by reason of which
the new entity will not be a Subsidiary of Target as of Closing and Buyer will acquire no interest in the new entity).
(iii) Subject to the renewal of any required permits (which Target and BMWNC, Inc. shall use commercially reasonable
efforts to obtain), pending closing of the sale of the incinerator or distribution of the incinerator to the new entity, Target shall
cause BMWNC, Inc. to continue to maintain and operate the incinerator in the Ordinary Course of Business.
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§6. Conditions to Obligation to Close.

(a) Conditions to Buyer and Transitory Subsidiary’s Obligation. The obligation of each of Buyer and Transitory Subsidiary to
consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following
conditions:
(i) this Agreement and the Merger shall have received the Requisite Stockholder Approval;
(ii) Target and its Subsidiaries shall have procured all of the third-party consents specified in §5(b) above unless waived;
(iii) the representations and warranties set forth in §3 above shall be true and correct (whether as of the Closing or such
earlier date) at and as of the Closing Date (after taking into account any Disclosure Schedule and any Disclosure Supplement)
except to the extent that the failure of any such representation and warranty to be true and correct does not, in combination with
the failure of any other representations and warranties to be true and correct, constitute a Material Adverse Effect;
(iv) Target shall have performed and complied with all of its covenants hereunder in all material respects through the
Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material
Adverse Effect” or “Material Adverse Change,” in which case Target shall have performed and complied with all of such
covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(v) there shall not be any judgment, order, decree, stipulation or injunction in effect or pending that prevents, or if it comes
into effect, would prevent, consummation of any of the transactions contemplated by this Agreement;
(vi) Target shall have delivered to Buyer and Transitory Subsidiary a certificate to the effect that each of the conditions
specified above in §6(a)(i)-(iii) is satisfied in all respects;
(vii) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or
otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments
and governmental agencies referred to in §3(d) and §4(c) above;
(viii) Buyer and Transitory Subsidiary shall have received the resignations, effective as of the Closing, of each director and
officer of Target and its Subsidiaries other than those whom Buyer shall have specified in writing at least 5 business days prior
to the Closing;
(ix) Joseph Mayernik shall have entered into and closed on (whether prior to or simultaneous with the Closing hereunder)
an assignment agreement for the sale to Buyer, Transitory Subsidiary, or a designee of Buyer all of the issued and outstanding
stock in Healthcare MGMT. Waste Corp.;
(x) the Shareholder Representative and the Escrow Agent shall have entered into the Escrow Agreement, and the
Shareholder Representative and the Paying Agent shall have entered into the Paying Agent Agreement;
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(xi) Buyer shall have entered into five-year noncompetition agreements with Joseph Mayernik substantially in the form of
Exhibit B-1 and with each of Geoffrey Mayernik, Lewis G. Renfro, David J. Schoonmaker and D. Rencher Hall substantially in
the form of Exhibit B-2; and
(xii) Dissenting Shares do not exceed 10% of Target’s outstanding shares of Common Stock immediately prior to the
Effective Time.

Buyer and Transitory Subsidiary may waive any condition specified in this §6(a) if they execute a writing so stating at or prior to the
Closing.

(b) Conditions to Target’s Obligation. The obligation of Target to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in §4 above shall be true and correct at and as of the Closing Date;
(ii) each of Buyer and Transitory Subsidiary shall have performed and complied with all of its covenants hereunder in all
material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain
terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Buyer and Transitory Subsidiary shall
have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all
respects through the Closing;
(iii) there shall not be any judgment, order, decree, stipulation or injunction in effect or pending that prevents, or if it comes
into effect, would prevent, consummation of any of the transactions contemplated by this Agreement;
(iv) each of Buyer and Transitory Subsidiary shall have delivered to Target a certificate to the effect that each of the
conditions specified above in §6(b)(i)-(iii) is satisfied in all respects;
(v) this Agreement and the Merger shall have received the Requisite Stockholder Approval;
(vi) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or
otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments
and governmental agencies referred to in §3(d) and §4(c) above;
(vii) all actions to be taken by Buyer and Transitory Subsidiary in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to Target;
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(viii) Joe Mayernik shall have entered into and closed on (whether prior to or simultaneous with the Closing hereunder) an
assignment agreement for the sale to Buyer, Transitory Subsidiary, or a designee of Buyer all of the issued and outstanding stock
in Healthcare MGMT. Waste Corp.;
(ix) Buyer, Surviving Corporation and the Escrow Agent shall have entered into the Escrow Agreement, and Buyer,
Surviving Corporation and the Paying Agent shall have entered into the Paying Agent Agreement.

Target may waive any condition specified in this §6(b) if it executes a writing so stating at or prior to the Closing.

§7. Termination.

(a) Termination of Agreement. Any of the Parties may terminate this Agreement with the prior authorization of its board of
directors (whether before or after stockholder approval) as provided below:
(i) the Parties may terminate this Agreement by mutual written consent at any time prior to the Effective Time;
(ii) Buyer and Transitory Subsidiary may terminate this Agreement by giving written notice to Target at any time prior to
the Effective Time (A) in the event that any of the Target representations and warranties set forth in this Agreement shall not be
true and correct to the extent set forth in §6.1(a)(iii) or Target shall have breached or failed to perform any of its covenants or
other obligations under this Agreement to the extent set forth in §6.1(a)(iv) and such failure or breach has continued without
cure for a period of 10 days after the notice of breach; or (B) if the Closing shall not have occurred on or before the Outside Date
by reason of the failure of any condition precedent under §6(a) hereof (unless the failure results primarily from Buyer or
Transitory Subsidiary breaching any representation, warranty, or covenant contained in this Agreement);
(iii) Target may terminate this Agreement by giving written notice to Buyer and Transitory Subsidiary at any time prior to
the Effective Time (A) in the event that any of the Buyer or the Transitory Subsidiary representations or warranties shall not be
true and correct to the extent set forth in §6.1(b)(i) or Buyer or Transitory Subsidiary shall have breached or failed to perform
any of its covenants or other obligations under this Agreement to the extent set forth in §6.2(b)(ii) and Target has notified Buyer
and Transitory Subsidiary of such failure or breach and the breach has continued without cure for a period of 10 days after the
notice of breach; or (B) if the Closing shall not have occurred on or before the Outside Date, by reason of the failure of any
condition precedent under §6(b) hereof (unless the failure results primarily from Target breaching any representation, warranty,
or covenant contained in this Agreement); or
35
(iv) any Party may terminate this Agreement by giving written notice to the other Parties at any time after the Special
Meeting in the event this Agreement and the Merger fail to receive the Requisite Stockholder Approval.

(b) Effect of Termination. If any Party terminates this Agreement pursuant to §7(a) above, all rights and obligations of the
Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in
breach); provided, however, that the confidentiality provisions contained in §5(e) above and in the Non-Disclosure Agreement dated
between the Parties shall each survive any such termination and the Buyer’s obligation to pay Target HSR Fees shall also
survive any such termination.

§8. Survival; Indemnification; Shareholder Representative.

(a) Survival of Representations and Warranties.


(i) The representations and warranties of Target and Buyer, Transitory Subsidiary and Surviving Corporation, respectively,
contained in this Agreement, or in any certificate or other instruments delivered pursuant to this Agreement, shall survive
Closing until March 31, 2012 (the expiration of such period, the “Survival Date”), provided, however, that (i) if, at any time
prior to the close of business on the Survival Date, an Officer’s Certificate (as defined in §8(g) hereof) is delivered alleging
Losses and a claim for recovery under §8(b) hereof, then the claim asserted in such notice shall survive the Survival Date until
such claim is fully and finally resolved.
(ii) The covenants of Target and Buyer, Transitory Subsidiary and Surviving Corporation, respectively set forth in §2 and
§5 hereof shall survive the Closing Date until the expiration of the applicable statute of limitations.

(b) Indemnification.
(i) Subject to the terms and conditions of this Agreement, the Stockholders and the In the Money Optionholders agree to
indemnify and hold Buyer, Transitory Subsidiary and Surviving Corporation and their respective officers, directors, and
affiliates (each a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), harmless against all claims,
losses, liabilities, damages, deficiencies, costs, and expenses, including reasonable attorneys’ fees and expenses of investigation
and defense, but excluding punitive, special, exemplary or consequential damages, lost profits, incidental damages, indirect
damages, unrealized expectations, damages based on any type of multiple, diminution in value or other similar items (hereinafter
individually a “Loss” and collectively “Losses”) incurred or sustained by the Buyer Indemnified Parties, or any of them, directly
or indirectly, as a result of (A) any breach or inaccuracy of a representation or warranty of the Target contained in this
Agreement or in any certificate or other instruments delivered by or on behalf of the Target pursuant to this Agreement and
(B) any failure by the Target to perform or comply with any covenant applicable to it contained in this Agreement.
36
(ii) Subject to the terms and conditions of this Agreement, Buyer, Transitory Subsidiary, and Surviving Corporation agree
to indemnify and hold the Stockholders, the In the Money Optionholders, and their respective officers, directors, and affiliates
(each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”), harmless against all Losses incurred or
sustained by the Seller Indemnified Parties, or any of them, directly or indirectly, as a result of (A) any breach or inaccuracy of a
representation or warranty of Buyer and/or Transitory Subsidiary in this Agreement or in any certificate or other instruments
delivered by or on behalf of the Buyer and/or Transitory Subsidiary pursuant to this Agreement, and (B) any failure by Buyer
and/or Transitory Subsidiary to perform or comply with any covenant applicable to it contained in this Agreement.

(c) Net. For all purposes of §8(b), any Loss of any Indemnified Party shall be net of (i) any insurance or other recoveries actually
received by the Indemnified Party or its affiliates in connection with the facts giving rise to the right of indemnification (after
accounting for reasonable costs incurred to collect such insurance recoveries); and (ii) any tax benefits actually recognized by the
Indemnified Party in the year of the indemnity claim and resulting from the incurrence or payment of such Loss.

(d) Escrow Fund. As provided in §2(c)(iv)(F), at Closing Buyer shall cause Surviving Corporation to, deposit with the Escrow
Agent each Stockholder’s and each In the Money Optionholder’s Pro Rata Escrow Portion in cash. The cash to be deposited in the
Escrow Fund shall constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the Escrow Agreement. The Pro
Rata Escrow Portion of each Stockholder and In the Money Optionholder shall be as set forth on a schedule delivered by the Target to
the Escrow Agent at Closing in a form previously approved by the Escrow Agent and Surviving Corporation (the “Escrow
Schedule”). Such Stockholder and In the Money Optionholder’s right to receive their respective Pro Rata Escrow Portion shall be
solely a right of such Stockholder and In the Money Optionholder to receive payments as provided in this §8(d). Such Pro Rata
Escrow Portion for each Stockholder and In the Money Optionholder shall be deposited by Surviving Corporation as, for this purpose,
agent of each such Stockholder or In the Money Optionholder, who shall thereupon, without any act by them, be treated as having
received from Surviving Corporation under §2(c)(iv)(F) hereof each such Stockholder and In the Money Optionholder’s Pro Rata
Escrow Portion and then as having deposited such Pro Rata Escrow Portion into the Escrow Fund. The Escrow Fund shall be security
for the indemnity obligations provided for in §8(b)(i) hereof. The Escrow Fund shall be available to compensate the Buyer
Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to
recovery under §8(b).

(e) Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund
shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at the Escrow Agent’s
headquarters, on the Survival Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect
to a portion of the Escrow Fund equal to the aggregate amount of unsatisfied claims specified in any Officer’s Certificate delivered to
the Escrow Agent and the Shareholder Representative prior to the Escrow Period’s termination date with respect to facts and
circumstances existing prior to such date. As soon as all such claims have been resolved in accordance with this Agreement and the
Escrow Agreement, the Escrow Agent shall deliver to
37
the Stockholders and In the Money Optionholders the remaining balance of such portion which was not required to satisfy such
claims. Deliveries of applicable cash out of the Escrow Fund to the Stockholders and In the Money Optionholders pursuant to this §8
(e) shall be made in cash in proportion to their respective initial Pro Rata Escrow Portions with the cash delivered to each Stockholder
and In the Money Optionholder rounded down to the nearest cent.

(f) Limitation on Buyer Indemnification Claims.

Notwithstanding any provision of this agreement to the contrary a Buyer Indemnified Party’s right to make claims under this §8
however, shall be subject to the following limitations and conditions:
(i) except for any claim relating to a failure to comply with the requirements of the New York Business Integrity
Commission, for which no threshold shall apply, no claim shall be made with respect to any Loss (or series of related or similar
Losses) unless and until the aggregate amount of all such Losses exceeds $1,000,000, and then only to the extent of such excess;
(ii) the sole and exclusive source of payment for a claim shall be limited to the amount of cash held by the Escrow Agent
from time to time pursuant to the Escrow Agreement and no Buyer Indemnified Party shall seek recourse against any other
assets of any Stockholder or In the Money Optionholder for any claims;
(iii) no Buyer Indemnified Party shall offer to compromise any claim unless the same offer is made to all of the
Stockholders and In the Money Optionholders (similarly situated relative to the claim) based on their Pro Rata Escrow Portion;
and
(iv) no claim shall be made with respect to Losses arising out of any breach (or facts constituting a breach) of this
Agreement actually known by the Buyer, Transitory Subsidiary, or any of their respective Affiliates to exist at or prior to the
Closing Date.

None of the Buyer Indemnified Parties, Surviving Corporation, or any of the Stockholders or In the Money Optionholders may assign
their rights in the Escrow Fund or any interests therein without the prior written consent of the Buyer and the Shareholder
Representative

(g) Procedure for Indemnification.


(i) With respect to an indemnity claim sought by a Buyer Indemnified Party, in order to seek indemnification under §8(b)
(i), a Buyer Indemnified Party shall promptly deliver an Officer’s Certificate to the Shareholder Representative and Escrow
Agent upon learning of such claim or the facts constituting such claim.
(ii) With respect to an indemnity claim sought by a Seller Indemnified Party, in order to seek indemnification under
Section 8(b)(ii) a Seller Indemnified Party shall promptly deliver an Officer’s Certificate to the Buyer or the Surviving
Corporation, upon learning of such claim or the facts constituting such claim.
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(iii) The indemnifying party will be relieved of its indemnification obligations hereunder to the extent that it is prejudiced
by the Indemnified Party’s failure to deliver an Officer’s Certificate promptly. The party from whom indemnification is sought
shall respond in writing to each claim (pursuant to delivery of the Officer’s Certificate) within thirty (30) days of receipt of the
Officer’s Certificate. If such party (the “Indemnifying Party”) objects to the indemnification such response shall be deemed to be
an “Objection Notice”. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking
indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the expiration of
the thirty (30) day response period. In this regard:
(A) If the Indemnifying Party does not give a timely Objection Notice to the Indemnifying Party, the Indemnified
Party’s indemnification claim shall be considered undisputed, and the Indemnified Party shall be entitled to recover the
actual amount of its Losses as described in its Officer’s Certificate, subject, in the case of an indemnification claim by
Buyer, Transitory Subsidiary or Surviving Corporation, to the limitations in §8(f).
(B) If the Indemnifying Party gives a Objection Notice to the Indemnified Party, the Indemnifying Party and the
Indemnified Party shall attempt in good faith to resolve their differences during the 30-day period following the
Indemnifying Party’s receipt of the Indemnified Party’s Objection Notice. If they fail to resolve their disagreement during
this 30-day period, either of them may unilaterally submit the disputed indemnification claim for binding arbitration before
the American Arbitration Association in Cincinnati, Ohio or Chicago, Illinois in accordance with its rules for commercial
arbitration in effect at the time. The award of the arbitrator or panel of arbitrators may include attorneys’ fees to the
prevailing party. The award shall be final and binding on the Parties, and judgment on the award may be entered and
enforced by any court having jurisdiction.
(iv) For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by an officer of a Buyer Indemnified Party
in connection with indemnity sought by a Buyer Indemnified Party or the Shareholder Representative with respect to indemnity
sought by a Seller Indemnified Party: (a) stating that the Indemnified Party has paid, sustained, incurred, or properly accrued, or
reasonably anticipates that it will have to pay, sustain, incur or accrue Losses, and (b) specifying in reasonable detail the
individual item or items of Losses included in the amounts so stated, the date each such item was paid, sustained, incurred or
properly accrued or the basis for such anticipated liability and the nature of the misrepresentation, breach of warranty or
covenant to which such item is related.
(v) If a claim for indemnification hereunder is based on a claim by a third party (a “Third Party Claim”), the indemnifying
party shall have the right to assume the entire control of the defense thereof, including at its own expense, employment of
counsel reasonably satisfactory to the Indemnified Party; provided, that the Indemnified Party may participate in any proceeding
with counsel of its choice at its expense. In such event, the indemnifying party shall have the right to settle or resolve any such
Third Party Claim; provided, that any such settlement or resolution contemplated by the Shareholder Representative, acting on
behalf of the Stockholders and In the Money Optionholders (as the indemnifying party), that involves any action by the
39
Buyer other than the payment of money (which is to be paid in full, on behalf of the Stockholders and In the Money
Optionholders, from the Escrow Fund (subject to the applicable conditions and limits contained in this §8)) shall not be
concluded without the prior written approval of the Buyer Indemnified Party, unless such approval is unreasonably withheld,
delayed or conditioned; and, provided further, that any such settlement or resolution contemplated by the Buyer as the
indemnifying party that involves any action other than the payment of money (which is to be paid in full by the Buyer) shall not
be concluded without the prior written approval of the Shareholder Representative, which approval shall not be unreasonably
withheld, delayed or conditioned.
(vi) The party claiming indemnification shall cooperate fully with the indemnifying party and make available to the
indemnifying party all pertinent information under its control and reasonably available or retrievable. Without limiting the
generality of the foregoing, Buyer and Transitory Subsidiary will, and will cause employees of the Surviving Corporation and its
Subsidiaries to, cooperate fully with the Shareholder Representative in connection with any matter for which the Shareholder
Representative, acting on behalf of the Stockholders and In the Money Optionholders, is the indemnifying party. Such
cooperation shall include, without limitation, (a) assisting in the collection and preparation of discovery materials, (b) meeting
with (and making employees available to meet with) the Shareholder Representative and/or his or its counsel to prepare for
and/or appears as witnesses at depositions, court proceedings and/or trial and (c) providing to the Shareholder Representative
and/or his or its counsel all information under the control of the Surviving Corporation or any of its Subsidiaries that is deemed
necessary by the Shareholder Representative and/or his or its counsel for the defense or prosecution of such matter.

(h) Subrogation. If (i) the Shareholder Representative authorizes any indemnification payment hereunder, and (ii) the Buyer,
Transitory Subsidiary or the Surviving Corporation and its Subsidiaries has or may have a claim against a third party (including,
without limitation, any insurer) in respect of the related Losses, the Shareholder Representative, on behalf of the Stockholders and In
the Money Optionholders, shall be subrogated to the rights and claims of the Buyer, Transitory Subsidiary, or the Surviving
Corporation and such Subsidiary, as the case may be, against such thirty party. The Shareholder Representative (on behalf of the
Stockholders and In the Money Optionholders) shall not, however, have the right to collect aggregate payments from such third party
or third parties in excess of the actual amount of the indemnification payment previously paid from the Escrow Fund with respect to
such Losses. The Buyer Transitory Subsidiary and the Surviving Corporation will, and will cause the Subsidiaries to, execute and
deliver to the Shareholder Representative such documents and take such other actions as may reasonably be requested in order to give
effect to this §8(h).

(i) Fees. All fees (including attorney’s fees) of the Escrow Agent for performance of its duties hereunder shall be paid by Buyer,
the Transitory Subsidiary or the Surviving Corporation in accordance with the standard fee schedule of the Escrow Agent previously
delivered to Buyer. It is understood that the fees and usual charges agreed upon for services of the Escrow Agent shall be considered
compensation for ordinary services as contemplated by this Agreement. In the event that the conditions of this Agreement are not
promptly fulfilled, or if the Escrow Agent renders any service not provided for in this Agreement but that has been requested by an
officer
40
of Buyer, the Transitory Subsidiary or the Surviving Corporation, or if the parties request a substantial modification of the terms of
the Agreement, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the
Escrow Fund or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed
for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay,
controversy or litigation.

(j) Shareholder Representative.


(i) By virtue of the approval of the Merger and this Agreement by the Requisite Stockholder Approval, each of the
Stockholders shall be deemed to have agreed to appoint Joseph Mayernik, as its agent and attorney-in-fact, as the “Shareholder
Representative” for and on behalf of the Stockholders to take all actions under this Agreement that are to be taken by the
Shareholder Representative. The Shareholder Representative is authorized and empowered to take any and all actions which it
believes are reasonably necessary or appropriate under this Agreement, including without limitation giving and receiving notices
and communications, to authorize payment to any Buyer Indemnified Party from the Escrow Fund in satisfaction of claims by
any Buyer Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and
demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate,
enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators
with respect to, any other claim by any Buyer Indemnified Party against any Stockholder or In the Money Optionholder or by
any such Stockholder or In the Money Optionholder against any Buyer Indemnified Party or any dispute between any Buyer
Indemnified Party and any such Stockholder or In the Money Optionholder, in each case relating to this Agreement or the
transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the
Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this
Agreement. Such agency may be changed from time to time upon not less than thirty (30) days prior written notice to Buyer
Indemnified Parties; provided, however, that the Shareholder Representative may not be removed unless holders of seventy-five
percent (75%) interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the
position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall
be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its
services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the
Stockholders and In the Money Optionholders. Without limiting the generality of the foregoing, the Shareholder Representative
shall have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any
amendment hereof thereof in its capacity as Shareholder Representative.
(ii) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative
while acting in good faith and in the exercise of reasonable judgment. The Stockholders and In the Money Optionholders shall
indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss,
41
liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out
of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the
reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (“Shareholder Representative
Expenses”). This indemnification shall survive termination of this Agreement. A decision, act, consent or instruction of the
Shareholder Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the
Stockholders and In the Money Optionholders and shall be final, binding and conclusive upon the Stockholders and In the
Money Optionholders; and the Escrow Agent and Buyer may rely upon any such decision, act, consent or instruction of the
Shareholder Representative as being the decision, act, consent or instruction of the Stockholders and In the Money
Optionholders. The Shareholder Representative may in all questions arising under this Agreement seek advice of legal counsel,
and for anything done, omitted or suffered in good faith by the Shareholder Representative in accordance with such advice, the
Shareholder Representative shall not be liable to any Stockholder or In the Money Optionholder. The Escrow Agent and Buyer
Indemnified Parties are hereby relieved from any liability to any person for any decision, act, consent or instruction of the
Shareholder Representative.

(k) Authorization. In no event shall the Shareholder Representative be liable hereunder or in connection herewith to any
Stockholder or In the Money Optionholder for any indirect, punitive, special or consequential damages. Without limiting any other
provision of this §8, the Shareholder Representative is authorized to, without limitation:
(i) Give and receive all notices or documents given or to be given to Shareholder Representative pursuant hereto or in
connection herewith and to receive and accept services of legal process in connection with any suit or proceeding arising under
this Agreement;
(ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this
Agreement and the transactions contemplated hereby or thereby as the Shareholder Representative may in its sole discretion
deem appropriate; and
(iii) After the Effective Time, take such action as the Shareholder Representative may in its sole discretion deem
appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Buyer or Transitory Subsidiary
contained in this Agreement or in any document delivered by Buyer or Transitory Subsidiary pursuant hereto; (B) taking such
other action as the Shareholder Representative is authorized to take under this Agreement; (C) receiving all documents or
certificates and making all determinations, in its capacity as Shareholder Representative, required under this Agreement; and
(D) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including, without
limitation, the defense and/or settlement of any claims for which indemnification is sought pursuant to this §8 and any waiver of
any obligation of Buyer, Transitory Subsidiary or the Surviving Corporation.

(l) Reasonable Reliance. In the performance of its duties hereunder, the Shareholder Representative shall be entitled to (i) rely
upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Stockholder, any In the
Money Optionholder, or any party hereunder and (ii) assume that any person purporting to give any notice in accordance with the
provisions hereof has been duly authorized to do so.
42
(m) Orders. The Shareholder Representative is authorized, in its sole discretion, to comply with final, nonappealable orders or
decisions issued or process entered by any court of competent jurisdiction or arbitrator with respect to the Escrow Fund. If any portion
of the Escrow Fund is disbursed to the Shareholder Representative and is at any time attached, garnished or levied upon under any
court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by
any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Shareholder Representative is authorized, in its sole discretion, but in good faith, to rely upon
and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without
the need for appeal or other action; and if the Shareholder Representative complies with any such order, writ, judgment or decree, he
shall not be liable to any Stockholder or In the Money Optionholder or to any other person by reason of such compliance even though
such order, writ, judgment or decree may be subsequently reversed, modified, annulled set aside or vacated.

(n) Expenses of the Shareholder Representative. The Shareholder Representative shall be entitled to reimbursement of all
expenses incurred in connection with its duties as Shareholder Representative hereunder from the Stockholders and In the Money
Optionholders based on their respective Pro Rata Escrow Portion. If a Stockholder or In the Money Optionholder shall default in its or
their obligations to reimburse the Shareholder Representative hereunder, the Shareholder Representative shall be entitled to withhold
from distribution to the defaulting Stockholder and In the Money Optionholder an amount equal to such defaulted obligation.

(o) Irrevocable Appointment. Subject to §8(j), the appointment of the Shareholder Representative hereunder is irrevocable and
any action taken by the Shareholder Representative pursuant to the authority granted in this §8 shall be effective and absolutely
binding as the action of the Shareholder Representative under this Agreement.

(p) Treatment of Indemnity Payments. All payments made pursuant to this §8 shall be treated as adjustments to the Merger
Consideration for tax purposes and such agreed treatment shall govern for purposes of this Agreement.

(q) Remedies Exclusive. The remedies provided for in this §8 shall be the exclusive remedies of the Parties after the Closing in
connection with this Agreement, including, without limitation, any breach or non-performance of any representation, warranty,
covenant, or agreement contained in this Agreement, and no Party (and no Affiliate of any Party) may, after the Closing, commence
any suit, action, or proceeding against any other Party (or any other Person) with respect to this Agreement, whether in contract, tort,
or otherwise, except to enforce such Party’s express rights under this §8. The provisions of this §8(q) were specifically bargained for
and reflected in the amounts payable to the Stockholders and In the Money Optionholders.
43
§9. Miscellaneous.

(a) Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating
to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may
make any public disclosure it believes in good faith is required by applicable law (in which case the disclosing Party will use its
reasonable best efforts to advise the other Party prior to making the disclosure).

(b) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns; provided, however, that (i) the provisions in §2 above concerning payment of
the Merger Consideration are intended for the benefit of Stockholders and In the Money Optionholders and (ii) the provisions in §5(h)
above concerning insurance and indemnification are intended for the benefit of the individuals specified therein and their respective
legal representatives.

(c) Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the
Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent
they relate in any way to the subject matter hereof.

(d) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and
their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other Parties.

(e) Counterparts. This Agreement may be executed in one or more counterparts, (including by means of facsimile), each of
which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.

(g) Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice,
request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient,
(ii) 1 business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) 1 business day after
being sent to the recipient by facsimile transmission, or (iv) 4 business days after being mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to Target: Healthcare Waste Solutions, Inc.


4357 Ferguson Drive, Suite 100
Cincinnati, Ohio 45245
Attention: Mr. Joseph Mayernik
President and Chief Executive Officer
Fax: (513) 475-3060
44
Copy to: Choate, Hall & Stewart LLP
2 International Place
Boston, MA 02110
Attention: Mr. Charles J. Johnson
Fax: (617) 248-4000

If to Buyer: Stericycle, Inc.


28161 North Keith Drive
Lake Forest, Illinois 60045
Attention: Mr. Frank J.M. ten Brink
Executive Vice President
and Chief Financial Officer
Fax: (847) 367-9462

Copy to: Johnson and Colmar


2201 Waukegan Road, Suite 260
Bannockburn, Illinois 60015
Attention: Mr. Craig P. Colmar
Fax: (312) 922-9285

If to Transitory
Subsidiary: SAMW Acquisition Corp.
28161 North Keith Drive
Lake Forest, Illinois 60045
Attention: Mr. Frank J.M. ten Brink
Vice President
Fax: (847) 367-9462

Copy to: Johnson and Colmar


2201 Waukegan Road, Suite 260
Bannockburn, Illinois 60015
Attention: Mr. Craig P. Colmar
Fax: (312) 922-9285

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.

(h) Governing Law; Forum; Waiver of Jury Trail. This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Subject to §8(q), any proceeding arising out of or relating to this Agreement
45
(except for claims for indemnification under the Escrow Agreement, which shall be governed by the terms and conditions of the
Escrow Agreement to the extent that they reflect §8 of this Agreement) may be brought in the courts located in the State of Delaware.
This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement between the
Parties to waive any objections to jurisdiction, venue, or convenience of forum.

(i) Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the
Effective Time with the prior authorization of their respective boards of directors; provided, however, that any amendment effected
subsequent to stockholder approval will be subject to the restrictions contained in the Delaware General Corporation Law. No
amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No
waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver
nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of
warranty or covenant.

(j) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.

(k) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. The word “including” shall mean including without
limitation.

(l) Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.

[Remainder of Page Intentionally Blank]


46
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Execution Date.

STERICYCLE, INC.

By: /s/ Frank J.M. ten Brink


Name: Frank J.M. ten Brink
Title: Executive Vice President and
Chief Financial Officer

HEALTHCARE WASTE SOLUTIONS, INC.

By: /s/ Joseph Mayernik


Name: Joseph Mayernik
Title: Chief Executive Officere

SAMW ACQUISITION CORP.

By: /s/ Frank J.M. ten Brink


Name: Frank J.M. ten Brink
Title: Vice President

SHAREHOLDER REPRESENTATIVE

/s/ Joseph Mayernik


Joseph Mayernik
Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

Mark C. Miller
Chairman and Chief Executive Officer

I, Mark C. Miller, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented
in this report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:
(a) designed such disclosure controls and procedure, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
30
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

Date: November 5, 2010

/s/ MARK C. MILLER


Mark C. Miller
Chairman and Chief Executive Officer
Stericycle, Inc.
31
Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

Frank J.M. ten Brink


Executive Vice President and Chief Financial Officer

I, Frank J.M. ten Brink, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented
in this report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:
(a) designed such disclosure controls and procedure, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
32
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

Date: November 5, 2010

/s/ FRANK J.M. TEN BRINK


Frank J.M. ten Brink
Executive Vice President and Chief Financial Officer
Stericycle, Inc.
33
Exhibit 32

SECTION 1350 CERTIFICATION

In reference to this quarterly report on Form 10-Q of Stericycle, Inc. we, Mark C. Miller, Chairman and Chief Executive Officer
of the registrant, and Frank J.M. ten Brink, an Executive Vice President and the Chief Financial Officer of the registrant, certify as
follows, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002):
(a) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)); and
(b) the information contained in the report fairly presents, in all material respects, the financial condition and results of
operations of the registrant.

Date: November 5, 2010

/s/ MARK C. MILLER


Mark C. Miller
Chairman and Chief
Executive Officer
Stericycle, Inc.

/s/ FRANK J.M. TEN BRINK


Frank J.M. ten Brink
Executive Vice President and
Chief Financial Officer
Stericycle, Inc.
34