3,220,000 Shares SHARPS COMPLIANCE CORP. Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2009 • Sharps Compliance Corp • Hazardous waste management • Illinois
Sharps Compliance Corp. (the “Company”) a Delaware corporation, proposes, subject to the terms and conditions of this underwriting agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I attached hereto (collectively, the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative”), 500,000 shares of its authorized but unissued common stock, par value $.01 per share (“Common Stock”) and certain stockholders of the Company listed on Schedule II attached hereto (collectively, the “Selling Stockholders”) propose, subject to the terms and conditions of this Agreement, to sell an aggregate of 2,720,000 shares of the Company’s issued and outstanding Common Stock to the Underwriters. Collectively, such total of 3,220,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company and certain of the Selling S
