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Exhibit (a)(5)(B)

Aurora Capital Partners Commences Tender Offer For All Outstanding Shares of Sharps Compliance Corp.

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NEWS PROVIDED BY

Aurora Capital Partners

Jul 25, 2022, 08:00 ET

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HOUSTON, July 25, 2022  /PRNewswire/ -- Aurora Capital Partners ("Aurora"), a leading middle-market private equity firm, today announced that its affiliate, Raven Buyer, Inc. ("Parent"), has directed its wholly-owned subsidiary, Raven Houston Merger Sub, Inc. ("Purchaser") to commence its previously announced all-cash tender offer to acquire all of the issued and outstanding shares of common stock of Sharps Compliance Corp. (NASDAQ: SMED) ("Sharps"), a leading full-service national provider of comprehensive waste management solutions including medical, pharmaceutical and hazardous waste, for $8.75 per share, net to the seller in cash, without interest and less any applicable withholding taxes. The offer price represents a premium of approximately 207% over Sharps' closing share price on July 11, 2022, the last full trading day prior the announcement of the transaction.

The tender offer is being made pursuant to a merger agreement, dated as of July 12, 2022, as amended, among Sharps, Purchaser and Parent, and is being made pursuant to an Offer to Purchase, dated July 25, 2022. The Sharps' Board of Directors unanimously recommends that stockholder tender their shares in the offer.

The tender offer is scheduled to expire at the end of the day, one minute after 11:59 p.m., New York City time, on August 19, 2022, unless the tender offer is extended or terminated. The closing of the tender offer is subject to customary conditions, including the tender of a majority of the issued and outstanding Shares as of the expiration of the offer on a fully-diluted basis, and the expiration or the termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer is also subject to the other conditions described in the Offer to Purchase.

Promptly following completion of the tender offer, and subject to the satisfaction or waiver of the remaining conditions set forth in the merger agreement, Purchaser will acquire any shares of Sharps that are not tendered in the tender offer through a second-step merger under Delaware law for consideration equal to the tender offer price, without interest and less any required withholding taxes, without prior notice to or any action by any other stockholders of Sharps. Following the transaction, Sharps will become a privately held company.

The complete terms and conditions of the tender offer can be found in the tender offer statement on Schedule TO that includes the Offer to Purchase, Letter of Transmittal and other related materials that Parent and Purchaser are filing today with the Securities and Exchange Commission (the "SEC") (together with any amendments or supplements thereto). Additionally, Sharps will be filing today with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Sharps' Board of Directors that Sharps' stockholders tender their shares in the tender offer.

D.F. King & Co., Inc. is acting as Information Agent for the tender offer and Computershare Trust Company, N.A. is acting as Depositary and Paying Agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc., by telephone, at (866) 284-1755 (toll-free), at (212) 269-5550 (bankers and brokers call), or by email, at SMED@dfking.com.

Aurora Capital Partners is a leading Los Angeles-based private equity firm with over $4.5 billion in assets under management. Founded in 1991, the firm focuses principally on control investments in middle-market companies with leading market positions, stable industry dynamics, attractive business model characteristics and actionable opportunities for growth in partnership with management. Aurora provides unique resources to its portfolio companies through its Strategy & Operations Program and its team of experienced operating advisors. Aurora's investors include leading public and corporate pension funds, endowments and foundations active in private equity investing. For more information about Aurora Capital Partners, visit: www.auroracap.com.

Headquartered in Houston, Texas, Sharps Compliance (NASDAQ: SMED) is a leading business-to-business services provider to the healthcare, long-term care and retail pharmacy markets. Sharps Compliance offers comprehensive solutions for the management of regulated medical waste, hazardous waste and unused medications. For more information, visit: www.sharpsinc.com.

The information in this press release contains certain forward-looking statements relating to the Sharps and the proposed tender offer for all the outstanding shares of common stock, par value $0.01 per share, of Sharps by Purchaser and other statements about Sharps, Aurora, Parent and Purchaser that are based on current beliefs, expectations and assumptions made by, and information currently available to, the management of Sharps, Aurora, Parent and Purchaser on the date of this press  release. When used in this document, the words "may," "could," "position," "plan," "potential," "designed," "continue," "anticipate," "believe," "expect," "estimate," "project," and "intend" and words or phrases of similar import, as they relate to the tender offer or Sharps, Aurora, Parent, Purchaser or their subsidiaries or their management, are intended to identify forward-looking statements. Such statements reflect known and unknown risks, uncertainties, and assumptions related to certain factors including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions concerning the offer and the subsequent merger, including whether the offer and the subsequent merger will close, the timing of the closing of the offer and subsequent merger, strategic and other potential benefits of the transactions, the ability of the parties to satisfy the various conditions to the consummation of the offer or the subsequent merger, including the outcome of the regulatory reviews of the proposed transaction, and obtaining HSR approval, the percentage of outstanding shares that will be tendered in the tender offer, the ability of the parties to complete the proposed transactions, the ability of the parties to meet other closing conditions, the potential effects of the proposed transactions, the outcome of legal proceedings (if any) that may be instituted against Sharps, Aurora, Parent, Purchaser (or any of its affiliates) and/or others related to the proposed transactions, unexpected costs or unexpected liabilities that may result from the proposed transactions, whether or not consummated, the possibility that competing offers will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Sharps to pay a termination fee or other expenses, effects of disruption from the announcement or pendency of the transactions making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners, and risks related to diverting management's attention from Sharps' ongoing business operations, and other general risks facing Sharps' business and operations, including with respect to regulatory submissions, competitive factors, general economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein including the impact of the coronavirus COVID-19 ("COVID-19") pandemic on the Sharps' operations and financial results, and those risk factors and other cautionary statements in Sharps' Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC.  Sharps may update risk factors from time to time in its Quarterly Reports on Form 10‑Q, in its Current Reports on Form 8-K, or in other filings with the SEC, available on the SEC's website at www.sec.gov. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and as such should not consider the preceding list or the risk factors to be a complete list of all potential risks and uncertainties. All such forward-looking statements speak only as of the date they are made. None of Sharps, Aurora, Parent, Purchaser or any of their affiliates undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events, circumstances or otherwise, except as may be required by any applicable securities laws.

This press release is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Purchaser will file with the SEC upon commencement of the tender offer.  At the time the tender offer is commenced, Purchaser will file with the SEC a tender offer statement on Schedule TO, including the Offer to Purchase, the related Letter of Transmittal, and certain related tender offer documents, and Sharps thereafter will file with the SEC the Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.  The offer to purchase shares of Sharp common stock will only be made pursuant to the Offer to Purchase, the related Letter of Transmittal and related tender offer documents filed as part of the Schedule TO (together with any amendments or supplements thereto).  THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF SHARPS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMMON STOCK OF SHARPS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.  The tender offer statement on Schedule TO, including the Offer to Purchase, the related Letter of Transmittal, and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of common stock of Sharps at no expense to them.  The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available), and other documents filed with the SEC, including annual, quarterly and special reports and other information filed by Sharps with the SEC, will be made available for free at the SEC's website at www.sec.gov, or by contacting Sharps at 9220 Kirby Drive, Suite 500, Houston, Texas 77054; 713-432-0300, or by directing a request to D.F. King & Co., Inc., as the Information Agent for the Offer, by telephone, at (866) 284-1755 (toll-free), at (212) 269-5550 (bankers and brokers call), or by email, at SMED@dfking.com.

For more information contact:

For Aurora Capital Partners

ASC Advisors

Steve Bruce / Taylor Ingraham

Phone: (203) 992-1230

Email: sbruce@ascadvisors.com / tingraham@ascadvisors.com

SOURCE Aurora Capital Partners

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	RAVEN BUYER, INC.
	By:	/s/ Angela Klappa
	Name:	Angela Klappa
	Title:	Chief Executive Officer and President
	RAVEN HOUSTON MERGER SUB, INC.
	By:	/s/ Angela Klappa
	Name:	Angela Klappa
	Title:	Chief Executive Officer and President
	SHARPS COMPLIANCE CORP.
	By:	/s/ W. Patrick Mulloy
	Name:	W. Patrick Mulloy
	Title:	Chief Executive Officer and President

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Exhibit (d)(8)

July 12, 2022

Raven Buyer, Inc.

c/o Curtis Bay Medical Waste Services

1501 S. Clinton Street, Suite 130

Baltimore, Maryland 21224

Attention: Angela Klappa

Re:  Equity Commitment Letter

Ladies and Gentlemen:

The undersigned entities (each a “Sponsor” and, collectively, the “Sponsors”) are pleased to offer this commitment to Raven Buyer, Inc., a Delaware corporation (“Parent”), in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 12, 2022, by and among Parent, Raven Houston Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and Sharps Compliance Corp., a Delaware corporation (the “Company”).  The Sponsors and Parent are referred to herein collectively as the “parties” and individually, as a “party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

1.          Commitment.  Subject to the terms and conditions set forth in this letter agreement, each of the Sponsors, severally and not jointly, hereby agrees to purchase, directly or indirectly, or cause the purchase of (through one or more intermediate entities), its Pro Rata Portion (as defined below) of equity securities of Parent, with an aggregate purchase price equal to the Aggregate Equity Commitment (as defined below), which amount shall be used solely by Parent, together with other financial resources of Parent and Merger Sub, including cash, cash equivalents, and marketable securities of Parent and Merger Sub at the Acceptance Time and on the Closing Date, for the purpose of enabling (a) Parent to cause Merger Sub to accept for payment and pay for any and all Shares validly tendered pursuant to the Offer at the Acceptance Time (the “Offer Amount”), (b) Parent and the Surviving Corporation, as applicable, to make the payments due under Sections 3.2(a)–(b) and 3.3(a) of the Merger Agreement (the “Merger Amount”), and (c) the payment of any fees, costs, and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement (the “Expense Amount”).  Notwithstanding anything to the contrary in this letter agreement, in no event shall any Sponsor be under any obligation under any circumstances to provide an aggregate amount of funds more than its Pro Rata Portion of the Aggregate Equity Commitment to Parent or any other Person.  For purposes of this letter agreement, the term (A) “Aggregate Equity Commitment” means an amount equal to: (i) $186,050,950; provided, however, that the amount of the Aggregate Equity Commitment shall be reduced: (a) on a dollar-for-dollar basis by any amount actually paid by Parent, Merger Sub, or of their Affiliates in respect of the Offer Amount and/or Merger Amount in accordance with the terms of the Merger Agreement, (b) on a dollar-for-dollar basis by any amount actually paid by the Sponsors or their Affiliates in respect of the Guaranteed Obligations (as defined in the Limited Guaranty), (c) in an amount specified by Parent, solely to the extent that, after giving effect to such reduction, Parent and Merger Sub would still be able to fully consummate the transactions (including, for the avoidance of doubt, payment of the Offer Amount, Merger Amount and Expense Amount) contemplated by the Merger Agreement in accordance with the terms thereof), and/or (d) on a dollar-for-dollar basis by the amount of any additional third-party financing obtained by Parent or Merger Sub at or prior to the Closing; provided, however, that the Aggregate Equity Commitment shall not be reduced pursuant to this clause (d) unless and until (and to the extent) such third party financing is funded and available for the purpose of consummating the transactions contemplated by the Merger Agreement in accordance with the terms thereof; (B) “Equity Commitment” with respect to Sponsor means an amount equal to the product of its Pro Rata Portion, multiplied by the Aggregate Equity Commitment; and (C) “Pro Rata Portion” means (i) with respect to Aurora Equity Partners VI L.P., 54.120215%; (ii) with respect to Aurora Equity Partners VI-A L.P., 45.564117% and (iii) with respect to Aurora Associates VI L.P., 0.315669%.  For the avoidance of doubt, each Sponsor’s Equity Commitment is only payable upon the fulfillment of the conditions set forth in Section 2 hereof and for the uses described above and shall not be payable at any other time, under any other circumstances, or for any other purpose, and is not a guaranty of collection or the performance of any other obligations of Parent, Merger Sub, or any other Person.  No Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment, and shall only be obligated to contribute its Equity Commitment on and subject to the terms and conditions contained herein (such amount with respect to each Sponsor being such Sponsor’s “Maximum Sponsor Commitment”).

2.          Funding Conditions.  Each Sponsor’s obligations to fund all or any part of its Equity Commitment is subject in all respects to the terms and conditions of this letter agreement and to (a) with respect to the Offer Amount, (i) the execution and delivery of the Merger Agreement by Parent, Merger Sub, and the Company, (ii) the satisfaction in full or valid waiver of all of the Offer Conditions set forth in Exhibit A of the Merger Agreement (other than those Offer Conditions that by their nature are to be satisfied at the Acceptance Time, but subject to the concurrent satisfaction or waiver of such Offer Conditions at the Acceptance Time), and (iii) the substantially concurrent acceptance for payment by Merger Sub of all Shares validly tendered and not validly withdrawn pursuant to the Offer, and (b) with respect to the Merger Amount and Expense Amount, (i) the execution and delivery of the Merger Agreement by Parent, Merger Sub and the Company, (ii) the satisfaction or waiver of all of the conditions precedent to Parent’s and Merger Sub’s obligations set forth in Section 7.1 of the Merger Agreement (other than those conditions precedent that by their nature are to be satisfied at the Closing, but subject to the concurrent satisfaction or waiver of such conditions precedent at the Closing), and (iii) the substantially concurrent consummation of the Merger on the terms and subject to the conditions of the Merger Agreement).

3.          Representations and Warranties.  Each Sponsor represents and warrants, as to itself and not any other Sponsor, that: (a) upon execution and delivery of the Merger Agreement, this letter agreement will constitute a legal, valid, and binding obligation of such Sponsor enforceable against such Sponsor in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity); (b) such Sponsor has the requisite power and authority to enter into this letter agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of this letter agreement has been duly and validly authorized by all necessary action and does not contravene, conflict with, or result in any breach or violation of any provision of such Sponsor’s certificate of formation or limited partnership agreement or any Contract to which it is a party or any applicable Law; (d) such Sponsor has sufficient unrestricted cash, unfunded capital commitments, and/or available borrowings under a customary subscription line to cause its Equity Commitment to be made available to Parent in order to allow Parent to perform its obligations pursuant to and in accordance with this letter agreement; (e) such Sponsor’s Equity Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise; and (f) all funds necessary for such Sponsor to perform all of its obligations under this letter agreement shall be available (in the form of cash or unfunded capital commitments) to it for so long as this letter agreement shall remain in effect, and no additional internal approval is needed to fulfill such Sponsor’s obligations hereunder.  Each Sponsor acknowledges that the Company has specifically relied on the accuracy of the foregoing representations and warranties in entering into the Merger Agreement.

4.          Limited Guaranty.  Concurrently with the execution and delivery of this letter agreement and the Merger Agreement, each Sponsor is executing and delivering to the Company a Limited Guaranty (the “Limited Guaranty”) relating to Parent’s and Merger Sub’s monetary obligations to pay the Parent Termination Fee and Collection Costs, if any, under Sections 8.3(e) and 8.3(f), respectively, of the Merger Agreement and the reimbursement and/or indemnity payments, if any, under Section 6.15(c) of the Merger Agreement.  Except as provided in Section 8 and 9, the Company’s remedies in respect of the Retained Claims (as defined below) shall be and are intended to be the sole and exclusive direct and indirect remedies available to the Company, the Company’s equityholders, and their respective Affiliates and Subsidiaries against the Sponsors, Parent, Merger Sub and any of the Non-Recourse Parties in respect of any liabilities, obligations, or other losses (including consequential, indirect or punitive damages, and whether at law or equity or in tort, contract, or otherwise) arising under, or in connection with, the Merger Agreement, this letter agreement, the Limited Guaranty, any debt financing commitments of Parent or any of its Subsidiaries in connection with the transactions contemplated by the Merger Agreement, and the transactions contemplated hereby or thereby, including in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by any Sponsor’s breach of its obligations under this letter agreement.  Notwithstanding anything that may be expressed or implied in this letter agreement, the Merger Agreement, the Limited Guaranty, any debt financing commitments of Parent or any of its Subsidiaries in connection with the transactions contemplated by the Merger Agreement, or any document or instrument delivered in connection herewith or therewith, (a) in no event shall any Sponsor have any obligation to make any contribution to Parent or any of its Affiliates at any time pursuant to this letter agreement after the Sponsors have made payment of the full amount of the Guaranteed Obligation (as defined in the Limited Guaranty) required to be paid pursuant to the terms and definitions of the Limited Guaranty, and (b) in no event shall any Sponsor have any obligation or liability to any other Sponsor by reason of this letter agreement or the Limited Guaranty.

5.          No Recourse.  Notwithstanding anything that may be expressed or implied in this letter agreement, the Merger Agreement, the Limited Guaranty, or any document or instrument delivered in connection herewith or therewith, or any of the transactions contemplated hereby or thereby (including the termination or abandonment thereof), or otherwise (including in respect of any oral representations made or alleged to be made in connection therewith or herewith), Parent, by its acceptance of this letter agreement, and the Company in its capacity as a third party beneficiary solely as and to the extent specified in, and on the terms and subject to the conditions of Sections 8 and 9 hereof, each covenants, agrees, and acknowledges, on behalf of itself and its controlled Affiliates that: (a) no Person other than the Sponsors and Parent shall have any obligation hereunder; (b) notwithstanding that the Sponsors are organized as partnerships, no right or remedy, recourse or recovery hereunder or under the Merger Agreement or any documents or instruments delivered in connection herewith or therewith or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise (including in respect of any oral representations made or alleged to be made in connection therewith or herewith), shall be had against any Sponsor or any Non-Recourse Party (as defined below) of any of the Sponsors, whether by the enforcement of any judgment or assessment or by any legal, equitable, investigative, or arbitral proceeding, or by virtue of any statute, regulation, or other applicable law (including common law), other than the Retained Claims (as expressly defined in, and subject to the limitations contained in, the definition of Retained Claims set forth below); and (c) no personal liability or obligation whatsoever will attach to, be imposed on or otherwise be incurred by any Non-Recourse Party of the Sponsors for any liabilities or obligations of any Sponsor under this letter agreement or any documents or instruments delivered in connection herewith or in connection with the transactions contemplated by hereby (or the termination or abandonment thereof) or otherwise (including in respect of any oral representations made or alleged to be made in connection therewith or herewith), or for any claim, action, suit, arbitration, litigation, investigation, or proceeding based on, in respect of or by reason of such obligations or by their creation (including the breach, termination, or failure to consummate the transactions contemplated by the Merger Agreement), in each case whether based on contract, tort, strict liability, other laws (including common law), or otherwise, and whether by or through piercing the corporate, limited liability company, or limited partnership veil, or similar action, by or through a claim by or on behalf of a party hereto or another Person or otherwise.

For purposes of this letter agreement, “Non-Recourse Party” means, with respect to each Sponsor, its Affiliates and its and their former, current and future directors, trustees, officers, employees, agents and Affiliates (both direct and indirect), the former, current and future holders (both direct and indirect) of any equity interests or securities of the foregoing (whether such holder is a limited or general partner, member, stockholder or otherwise), the former, current or future directors, trustees, officers, employees, agents, general or limited partners, managers, members, stockholders, equityholders, Affiliates, controlling persons, representatives or assignees of the foregoing and any former, current and future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing.  For the avoidance of doubt, the Sponsors, Parent, and Merger Sub shall not be Non-Recourse Parties.

For purposes of this letter agreement, “Retained Claims” means, collectively, (i) any and all rights of the Company under, and any and all claims by the Company against the Sponsors, severally but not jointly, under and in accordance with, the Limited Guaranty (subject to the terms and conditions set forth therein); (ii) any and all rights of the Company under, and any and all claims by the Company against Parent or Merger Sub under and in accordance with, the Merger Agreement; (iii) any and all rights of the Company under, and any and all claims by the Company against the Sponsors and Parent under and in accordance with, this letter agreement in respect of express third party beneficiary and specific performance rights; and (iv) any and all rights of the Company under, and any and all claims by the Company against Raven Parent, Inc. under and in accordance with, the Confidentiality Agreement, dated as of May 9, 2022, by and between the Company and Raven Parent, Inc. (the “Confidentiality Agreement”).

6.          Expiration.  This letter agreement and all obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of: (a) the valid termination of the Merger Agreement in accordance with its terms; (b) the Closing, at which time the obligations hereunder shall be discharged, provided that prior to such expiration and termination under this Section 6(b) the Aggregate Equity Commitment required to be funded under this letter agreement shall have been paid to Parent; and (c) written notice to Parent by one or more of the Sponsors of its election to terminate this letter agreement as a result of the Company or any of its controlled Affiliates, or any of its or their respective Representatives, directly or indirectly (including through or for the benefit of any of the foregoing), formally asserting in writing, or otherwise commencing, a formal claim, lawsuit or legal proceeding before any Governmental Entity, other than a Retained Claim, against one or more of the Sponsors or any Non-Recourse Party in connection with this letter agreement, the Merger Agreement, the Limited Guaranty or any other document or instrument delivered in connection herewith or therewith or any of the transactions contemplated hereby or thereby (including the termination or abandonment thereof) or otherwise (including in respect of any oral representations made or alleged to be made in connection therewith or herewith).  Parent shall provide prompt written notice to all of the Sponsors of the occurrence of any termination contemplated by the foregoing clauses (a) or (c).

7.          No Assignment; No Modification.  Subject to the remainder of this Section 7, the commitment evidenced by this letter agreement shall not be assignable: (a) by Parent, without the prior written consent of each of the Sponsors and the Company; or (b) by any Sponsor, without the prior written consent of Parent and the Company.  The granting of such consent in any given instance shall be solely in the discretion of each such Sponsor, Parent, and/or the Company, as applicable, and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment.  Notwithstanding the foregoing, each Sponsor may, without consent, assign all or a portion of its commitment hereunder to one or more of its Affiliates.  If any such Sponsor assigns all or a portion of its commitment in accordance with the preceding sentence, such Sponsor shall remain liable in full to perform all of its obligations hereunder, but only to the extent that an Affiliate of such Sponsor has not timely satisfied its funding obligations.  Any purported assignment of any commitment evidenced by this letter agreement in contravention of this Section 7 shall be null and void.

8.          Third Party Beneficiaries.  This letter agreement shall inure to the benefit of, and be binding upon, the Sponsors for the benefit of Parent and, to the extent set forth in this Section 8, the Company.  Nothing set forth in this letter agreement is intended to, shall confer upon or give to the Company, the Company’s equityholders, or their respective Affiliates or any other Person (other than Parent) any benefits, rights, or remedies under or by reason of, or any rights to enforce or cause the Sponsors to perform or fund, the Equity Commitment or any provisions of this letter agreement; provided that, notwithstanding anything to the contrary set forth in this letter agreement, the Company shall, solely to the extent that the Company is entitled to, in accordance with, and subject to the conditions set forth in Section 9.10(b) of the Merger Agreement, specific performance of Parent’s or Merger Sub’s obligation to consummate the Offer and the Closing, be a third party beneficiary of the rights granted to Parent under this letter agreement and shall be entitled to specific performance of Parent’s rights to cause the Equity Commitment to be funded hereunder without the direction of any Sponsor; provided, further that the Non-Recourse Parties shall be express third party beneficiaries of the provisions set forth herein that are for the benefit of the Non-Recourse Parties, each of which shall survive an expiration or termination of this letter agreement.

9.          Enforceability.  Except as set forth in Section 8, no Person other than Parent or the Sponsors shall have the right to enforce this letter agreement.  Without limiting the foregoing, none of the creditors of Parent, Merger Sub, or the Company, the Company’s equityholders, or any of their respective Affiliates shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement.  Subject to the third party beneficiary rights of the Company in Section 8, Parent’s right to enforce this letter agreement shall be in its sole and absolute discretion.  No Sponsor shall be liable hereunder to any party for any consequential, special, punitive, or indirect damages, or for lost profits or, in any event, in an aggregate amount in excess of such Sponsor’s Maximum Sponsor Commitment.

10.          Confidentiality.  This letter agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger Agreement.  This letter agreement may not be used, circulated, quoted, or otherwise referred to in any document (other than the Merger Agreement and the Limited Guaranty) except with the written consent of each Sponsor; provided, that (a) the Company may disclose this letter agreement to its officers, directors, advisors, and other authorized representatives, provided such Person is instructed to maintain the confidentiality of this letter agreement in accordance herewith, (b) each party may disclose this letter agreement to each of its Affiliates and its and their respective officers, directors, advisors, and other authorized representatives, (c) each Sponsor may disclose this letter agreement to its limited partners, and (d) each party and the Company may disclose the existence and contents of this letter agreement to the extent required by applicable Law, the applicable rules of any national securities exchange, in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement, or in connection with the enforcement of any rights hereunder.  Notwithstanding anything to the contrary herein, and for the avoidance of doubt, Parent hereby agrees that any Sponsor may disclose the contents of this letter agreement to a governmental or regulatory authority in the course of such authority’s routine examinations or inspections of such Sponsor and/or its Affiliates which are not targeted at Parent.

11.          Severability.  Whenever possible, each provision or portion of any provision of this letter agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this letter agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this letter agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision or portion of any provision had never been contained herein; provided, however, that this letter agreement may not be enforced without giving effect to each Sponsor’s Maximum Sponsor Commitment provided in Section 1 hereof.

12.          Governing Law.  This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

13.          Submission to Jurisdiction.  Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this letter agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware.  Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this letter agreement and the transactions contemplated hereby.  Each of the parties agrees not to commence any action, suit, or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein.  Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.  Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (c) that (i) the suit, action, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, or (iii) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts.

14.          WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.          Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by e‑mail, upon written confirmation of receipt by e‑mail or otherwise, (b) on the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered to the addresses set forth on a party’s signature page hereto, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

16.          Entire Agreement; Amendment.  This letter agreement, together with the Merger Agreement, the Limited Guaranty, and the Confidentiality Agreement, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications, and understandings and all prior and contemporaneous oral agreements, arrangements, communications, and understandings among the parties with respect to the subject matter hereof and thereof. This letter agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment, and the Company.

17.          Counterparts.  This letter agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

18.          Facsimile or .pdf Signature.  This letter agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

19.          Interpretation.  When a reference is made in this letter agreement to a Section, such reference shall be to a Section of this letter agreement unless otherwise indicated.  The headings contained in this letter agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this letter agreement.  All words used in this letter agreement will be construed to be of such gender or number as the circumstances require.  The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.  The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this letter agreement shall refer to this letter agreement as a whole and not to any particular provision in this letter agreement.  The term “or” is not exclusive.  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  References to days mean calendar days unless otherwise specified.

Signature pages follow.

Agreed and Accepted as of this __ day of ____, 2022 by:

Address for Notices:

c/o Curtis Bay Medical Waste Services

1501 S. Clinton Street, Suite 130

Baltimore, Maryland 21224

Attention: Angela Klappa

Email: angela@curtisbaymws.com

This Clean Team Confidentiality Agreement (this “Agreement”) is entered into between Raven Parent, Inc. and Sharps Compliance Corp. (individually, a “Party” and collectively, the “Parties”), in connection with the potential transaction to be negotiated between the Parties (the “Potential Transaction”), and related due diligence, valuation, synergy and efficiency development, integration planning, and preparation of regulatory filings and submissions.

In connection with the Potential Transaction, the Parties entered into a Confidentiality Agreement dated May 9, 2022, which, among other things, governs the terms of sharing “Evaluation Material” (as defined in the Confidentiality Agreement).  At this stage of the process, certain Permitted Representatives (as defined in Paragraph 2) of Raven Parent, Inc. may need to receive information on a range of financial, management, and operational issues related to the Potential Transaction.  This information may be proprietary, secret, or confidential, and will be disclosed to the other Party only on the following terms and conditions:

1.

“Clean Team Information” shall mean Evaluation Materials (as defined in the Confidentiality Agreement) that (i) is communicated in written or other tangible form which is marked “Clean Team Confidential,” at the time of disclosure, (ii) is communicated orally and is identified as Clean Team Information at the time of disclosure, or (iii) is posted to any “Clean Team” folder in any electronic data rooms.  Any failure to identify information in written or other tangible form as “Clean Team Confidential” at the time of initial disclosure will not be deemed to waive the producing party’s ability to designate the information retroactively as “Clean Team Information.”  A receiving Party that receives notice that a producing Party later wishes to designate previously-received information as “Clean Team Confidential,” that receiving Party shall take reasonable steps to limit further disclosure of that information consistent with the terms of this Agreement.

2.

“Permitted Representatives” shall mean employees, directors and outside consultants and advisors of the Parties identified in Exhibit A.  Any additions to Exhibit A must be agreed to in writing by both Parties (which may include email).  Outside consultants and advisors may be identified by the name of the entity and need not list specific individuals.  In no event shall any Permitted Representative currently participate in any direct day-to-day decision-making with respect to competitive activities such as setting prices or components of prices, sales, and marketing for medical waste disposal management, during the period in which he or she has access to Clean Team Information and for two years following termination of the Potential Transaction or the abandonment of any negotiations relating to the Potential Transaction; provided that if the Parties or their respective affiliates consummate the Potential Transaction, the obligations under this Paragraph (but not under the Confidentiality Agreement) shall terminate effective as of the closing of the Potential Transaction.

3.

This Agreement is intended by the Parties to supplement the terms of the Confidentiality Agreement so as to avoid violations of laws with respect to competition and to provide enhanced protection of commercially-sensitive information by providing for the procedures specified herein with respect to the treatment of Evaluation Material that constitutes Clean Team Information.  Except as expressly provided in this Agreement, the Parties intend that the Confidentiality Agreement shall continue in full force and effect and shall continue to govern the relationship of the Parties with respect to the treatment and use of Confidential Information as well as other substantive and procedural issues; provided, however, that (i) the additional safeguards contained in this Agreement shall apply with respect to the treatment and use of Evaluation Material that constitutes Clean Team Information and (ii) to the extent of any conflict between this Agreement and the Confidentiality Agreement, the provisions of this Agreement shall govern.

4.

Each Party will ensure that any Clean Team Information received by its Permitted Representatives (i) will be maintained and used in accordance with the Confidentiality Agreement and (ii) will not be provided, discussed, exchanged, circulated, or otherwise furnished to or with any person who is not a Permitted Representative in any form other than as expressly permitted by this Agreement.  To this end, each Party shall prohibit further reproduction or distribution by recipients of such documents (other than reproduction by Permitted Representatives or distribution to Permitted Representatives).

5.

Each Party shall limit disclosure and access to Clean Team Information received from the other Party to the receiving Party’s Permitted Representatives, unless the Clean Team Information has been redacted or aggregated by the producing Party’s Permitted Representatives in the form of a report (a “Clean Team Report”) and only if the outside antitrust counsel for the receiving Party has expressly provided written approval for the disclosure of the Clean Team Report to the receiving Party’s non-Permitted Representatives on the basis that the information in the Clean Team Reports is sufficiently aggregated or redacted to prevent disclosure of (a) competitively sensitive details or (b) other competitively sensitive Clean Team Information.  For the avoidance of any doubt, Clean Team Reports shall be subject to the provisions of the Confidentiality Agreement.

6.

Each Party shall take such reasonable measures as may be appropriate to inform its outside consultants or advisors who may receive Clean Team Information of the obligations of nonuse and nondisclosure set forth herein.  Each Party will use commercially reasonable efforts to cause its Permitted Representatives to comply with these obligations.

8.

Each Party shall use Clean Team Information only in connection with conducting due diligence, valuation, synergy and efficiency development, integration planning, or the preparation of regulatory filings or submissions in connection with the Potential Transaction.  No other use will be made by either Party or its Permitted Representatives of the Clean Team Information.

9.

All documents containing Clean Team Information that are required to be maintained in confidence under this Agreement shall remain the property of producing Party, and all such documents and copies thereof shall be returned to the producing Party upon request.  In the event the Potential Transaction does not take place, upon the request of the producing Party, the receiving Party and its Permitted Representatives shall promptly return or destroy, to the extent technically and reasonably possible, all documents containing Clean Team Information of the producing Party.  For the avoidance of doubt, the receiving Party is not required to destroy or return copies of documents containing Clean Team Information that are stored on disaster-recovery or other similar archives.

10.

The obligations of confidentiality and nonuse related to the Clean Team Information received under this Agreement shall be binding and, in the event the Potential Transaction does not take place, continue in force until the date on which the Confidentiality Agreement terminates; provided that if the Parties and/or their affiliates execute definitive agreements with respect to the Potential Transaction, all of the obligations hereunder (but not under the Confidentiality Agreement), shall terminate effective as of the closing of the definitive agreements, in the event that such date is sooner than the date that the NDA terminates.

IN WITNESS WHEREOF, the Parties have caused this Clean Team Confidentiality Agreement to be executed.

	On behalf of Sharps Compliance Corp.:
	/s/ Pat Mulloy
	Name:	Pat Mulloy
	Title:	Chief Executive Officer
	Date:	6/27/22
	On behalf of Raven Parent, Inc.:
	/s/ Matt Asperheim
	Name:	Matt Asperheim
	Title:	Director
	Date:	6/27/22

Permitted Representatives

Raven Parent, Inc.

Permitted Representatives, as defined in Paragraph 2 above, include the following employees and directors of Raven Parent, Inc.:

Permitted Representatives, as defined in Paragraph 2 above, include the following external advisors of Raven Parent, Inc.:

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	Transaction Valuation*	Fee Rate	Amount of Filing Fee**
Fees to Be Paid	$178,428,836.25	0.0000927	$16,540.35
Fees Previously Paid	$0.00		$0.00
Total Transaction Valuation	$178,428,836.25
Total Fees Due for Filing			$16,540.35
Total Fees Previously Paid			$0.00
Total Fee Offsets			$0.00
Net Fee Due			$16,540.35

*

The transaction valuation is estimated for purposes of calculating the amount of the filing fee only.  The transaction valuation was estimated by multiplying (i) 20,391,867 Shares (which is based on the following information provided by Sharps Compliance Corp. (“Sharps”) as of July 22, 2022: (1) 19,787,790 issued and outstanding shares of common stock of Sharps to be acquired by Raven Buyer, Inc., par value $0.01 per share (the “Shares”), including (A) 83,320 Shares issuable upon the settlement of unvested restricted stock awards that are granted to employees under the Sharps Compliance Corp. 2010 Stock Plan, and (B) 14,766 Shares issuable upon the settlement of unvested restricted stock awards that are granted to directors under the Sharps Compliance Corp. 2010 Stock Plan, plus (3) 604,077 Shares issuable upon exercise of stock options), by (ii) the net offer price of $8.75 per Share.  The calculation of the transaction value is based on information provided by Sharps as of July 22, 2022.

**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2022 beginning on October 1, 2021, issued on August 23, 2021, by multiplying the transaction valuation by 0.0000927.

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Exhibit (d)(3)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”), effective as of May 9, 2022 (the “Effective Date”), is by and between Sharps Compliance Corp., a Delaware corporation (the “Disclosing Party”), and Raven Parent, Inc., a Delaware corporation (the “Recipient”).