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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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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”).

WHEREAS, in connection with the Recipient’s consideration of a possible acquisition (the “Transaction”) of the Disclosing Party, the Recipient has requested certain information concerning the Disclosing Party which is non-public, confidential, or proprietary in nature; and

WHEREAS, the Disclosing Party wishes to protect and preserve the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          For purposes of this Agreement, the following terms have the following meanings:

Other terms not specifically defined in this Section 1 shall have the meanings given them elsewhere in this Agreement.

2.          The Recipient shall keep, and shall instruct its Representatives to keep, the Evaluation Material strictly confidential in accordance herewith and shall not use, and shall instruct its Representatives to not use, the Evaluation Material for any purpose other than to evaluate, negotiate, and consummate the Transaction (or to assert defenses hereunder).  The Recipient shall not disclose, and shall instruct its Representatives to not disclose, any Evaluation Material except: (a) if required by law, regulation, or legal or regulatory process, but only in accordance with Section 3 and Section 5; (b) to its Representatives, to the extent reasonably necessary to permit such Representatives to assist the Recipient in evaluating, negotiating, and consummating the Transaction, who have been informed of the confidential nature of the Evaluation Material and their obligations hereunder; or (c) as permitted in Section 7(b); provided, that the Recipient shall be responsible for any breach or violation of the terms of this Agreement by any of its Representatives. Recipient agrees to notify the Disclosing Party promptly, in writing (email being sufficient), of any misuse, misappropriation, or unauthorized disclosure of any Evaluation Material which may come to its attention.

3.          Except for such disclosure as is reasonably necessary not to be in violation of any applicable law, rule, regulation, order, or other similar requirement of any governmental, regulatory, or supervisory authority, the Recipient shall not, and shall instruct its Representatives to not, without the prior written consent of the Disclosing Party, disclose to any person: (a) the fact that the Evaluation Material has been requested, provided, or made available to it or that it has received or inspected any portion of the Evaluation Material, or the fact that such Person has conducted due diligence or attended management meetings or site visits with the Disclosing Party or any of its Representatives; (b) the existence or contents of this Agreement; (c) the fact that investigations, discussions, or negotiations are taking or have taken place concerning the Transaction, including the status thereof; or (d) any terms, conditions, or other matters relating to the Transaction (“Transaction Information”).  For the avoidance of doubt, the parties agree that discretionary acts by the Recipient or its Representatives triggering legally required disclosure obligations with respect to the Evaluation Material shall not operate as an exception to the non-disclosure obligations set forth in this Agreement.  Except for disclosure to its Representatives (who have a reasonable need to know such information in connection with the potential Transaction) and such disclosure as is reasonably necessary not to be in violation of any applicable law (including fiduciary duties), rule, regulation, order, or other similar requirement of any governmental, regulatory, or supervisory authority, the Disclosing Party shall not, and shall instruct its Representatives to not, without the prior written consent of the Recipient, disclose to any person any Transaction Information.

4.          The Recipient understands and agrees that none of the Disclosing Party or any of its Representatives: (a) have made or make any representation or warranty hereunder, expressed or implied, as to the accuracy or completeness of the Evaluation Material; or (b) shall have any liability hereunder to the Recipient or its Representatives relating to or resulting from the use of the Evaluation Material or any errors or inaccuracies therein or omissions therefrom. The parties agree that unless and until a definitive written agreement between the Disclosing Party and Recipient (or a subsidiary thereof) has been executed and delivered with respect to the Transaction, none of the Disclosing Party or its Representatives will be under any legal obligation of any kind whatsoever with respect to the Transaction, including any obligation to (i) consummate a Transaction, (ii) conduct or continue discussions or negotiations, (iii) enter into a joint venture or other business relationship of any kind, or (iv) enter into or negotiate a definitive written agreement.  The Disclosing Party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to Recipient or any of its Representatives, to reject any and all proposals made by the Recipient or its Representatives or on their behalf with regard to the Transaction, to change the procedures relating the consideration of a Transaction, to terminate discussions and negotiations with the Recipient or its Representatives at any time, and to engage in discussions or negotiations, and enter into any agreement, with any other Person, in each case without notice to the Recipient or any of its Representatives at any time and for any reason or no reason.

5.          If the Recipient or any of its Representatives is required, in the opinion of the Recipient’s counsel, to disclose any Evaluation Material by law, regulation, or legal or regulatory process, the Recipient shall, and shall instruct its Representative to, if applicable, shall: (a) take commercially reasonable steps to preserve the privileged nature and confidentiality of the Evaluation Material, including requesting that the Evaluation Material not be disclosed to non-parties or the public; (b) give the Disclosing Party prompt written notice (if legally allowed) of such request or requirement so that the Disclosing Party may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain such protective order or other remedy.  In the event that such protective order or other remedy is not obtained, the Recipient (or such other persons to whom such request is directed) will furnish only that portion of the Evaluation Material which, on the advice of the Recipient’s counsel, is legally required to be disclosed and, upon the Disclosing Party’s request and sole cost and expense, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

6.          The Recipient agrees that, unless otherwise instructed by the Disclosing Party, all communications by it or any of its Representatives concerning the Transaction and its due diligence investigation (including requests for additional Evaluation Material, meetings with management and site visits, and discussions or questions regarding Evaluation Material or procedures), will be submitted or directed solely to the financial or legal advisors to the Disclosing Party, and not to any other Person nor any other Representative of the Disclosing Party.  Recipient agrees that, except with the prior written consent of the Disclosing Party, neither it nor any of its Representatives will, directly or indirectly, contact or communicate with any of the directors, managers, officers, employees, customers, clients, suppliers, vendors, distributors, licensees, licensors, equity holders, contractors, landlords, tenants, lenders, or other business relations of the Disclosing Party or any of its subsidiaries regarding the Disclosing Party, its subsidiaries, or the Transaction, in each case except to the extent such contacts and communications are (i) made in the ordinary course of business of Recipient or the applicable Representatives and are unrelated to the Transaction and the evaluation of the Transaction conducted by Recipient and its Representatives, or (ii) approved in advance and in writing by the Disclosing Party.  For clarity, and without limitation, any contact or communication permitted by subsection (i) above, shall not diminish or negate the other provisions of this Agreement.

7.           

8.          It is understood and agreed that the Disclosing Party may, from time to time, determine that disclosure of certain of its competitively sensitive Evaluation Material may be inappropriate, in which case such competitively sensitive Evaluation Material may, at the Disclosing Party’s discretion, be made available to Recipient or its Representatives only in accordance with additional procedures mutually agreed by the parties in writing to permit disclosure of such competitively sensitive Evaluation Material in an appropriate manner.

9.          At any time upon the Disclosing Party’s written request, the Recipient shall promptly, and shall instruct its Representatives to promptly, and in any event no later than five (5) business days after the request, destroy (or erase) (to the extent technologically feasible after commercially reasonable efforts), all Evaluation Material (including all copies, extracts, or other reproductions) and certify in writing (email) to the Disclosing Party that such Evaluation Material (including any Evaluation Material held electronically) has been so destroyed (or so erased); provided, however, that Recipient and its Representatives shall be permitted to retain a copy of Evaluation Material to the extent required by applicable law or by its bona fide pre-existing written document retention policy. Notwithstanding  destruction (or erasure) of Evaluation Material, the Recipient and its Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.  For the avoidance of doubt, notwithstanding any termination of this Agreement pursuant to Section 15, the Recipient and its Representative shall continue to be bound by their obligations of confidentiality and use hereunder with respect to retained Evaluation Material.

10.          The Recipient agrees that for a period of twenty-four months from the date of this Agreement, neither the Recipient nor any of its affiliates or any of its or their Representatives acting on its or their behalf, shall, unless specifically invited in writing by the Disclosing Party’s board of directors, directly or indirectly, in any manner:

The Recipient represents and warrants to the Disclosing Party that, as of the date hereof, it, together with its controlled affiliates, does not own (whether beneficially, constructively, or synthetically through any derivative, hedging or trading position or otherwise) any securities or indebtedness of the Disclosing Party (including its common stock) or Derivative Securities. Notwithstanding anything in this Section 10 to the contrary, (x) neither the Recipient nor any of its affiliates or any of its or their Representatives acting on its or their behalf, shall be prohibited or restricted from (A) initiating and engaging in private discussions with, and/or making and submitting to, the board of directors of the Disclosing Party (or any committee thereof) a non-public, confidential proposal with respect to the matters set forth in this Section 10, or (B) confidentially requesting the Disclosing Party’s board of directors waive the application of any of the provisions of Section 10; and if (y) (A) at any time a non-Affiliated Person enters into a definitive written agreement with the Disclosing Party to acquire (or publicly offers to acquire in an offer that (i) has been recommended by the Disclosing Party’s board of directors or (ii) the Disclosing Party’s board of directors fails to recommend that the stockholders of the Disclosing Party reject within 10 business days from the date of commencement of such offer) more than 50% of the outstanding capital stock of the Disclosing Party or more than 50% of the consolidated assets of the Disclosing Party (in each case, whether by merger, business combination, sale, exchange or lease or similar transaction) or (B) the Disclosing Party becomes subject to any voluntary, or, if not dismissed within 30 days, involuntary, reorganization or restructuring process, proposal or petition under applicable laws, from and after the date thereof, in each case of clause (y)(A) and (B), this Section 10 shall cease to apply.

11.          Except with the express permission of the Disclosing Party, the Recipient agrees that for a period of eighteen months from the Effective Date, it will not, and will cause its direct and indirect subsidiaries to not, directly or indirectly including by acting through Representatives, (i) directly or indirectly solicit, offer to employ, hire, or engage any officer, manager, director, employee, or contractor of the Disclosing Party or its subsidiaries, except pursuant to a general solicitation which is not directed specifically to any of the foregoing, and (ii) use the Evaluation Material to directly or indirectly solicit or contract with any actual or potential customers, clients, or suppliers of the Disclosing Party or its subsidiaries (to the extent such actual or potential customers, clients, or suppliers are specifically identified in the Evaluation Materials).

12.          Each party agrees that any breach of this Agreement by the other party or any of its Representatives would result in irreparable harm to the other party. The parties agree that money damages would not be a sufficient remedy for any breach or violation of this Agreement by a party or its Representatives and that in addition to all other remedies it may be entitled to, each party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or violation (without any requirement for such party to post a bond or other security in connection with such equitable relief).  If there is a dispute hereunder and a prevailing party is determined, the non-prevailing party will reimburse the prevailing party for any fees and expenses (including reasonable legal fees and expenses) incurred by the prevailing party or its Representatives in connection with the enforcement of this Agreement.

13.          None of the Disclosing Party or its Representatives is waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney–client privileges, or similar protections and privileges as a result of disclosing any Evaluation Material (including Evaluation Material related to pending or threatened litigation) to the Recipient or any of its Representatives. The Recipient or its applicable Representative shall, at the request and expense of the Disclosing Party, claim or assert (or cooperate in the claim or assertion of) privilege in respect of Evaluation Material.

14.          All of the Evaluation Material and all rights with respect thereto are and shall remain property of the Disclosing Party.  Recipient acknowledges and agrees that neither the Disclosing Party nor any of its Representatives grants any license to or other property right or interest in, by implication or otherwise, any copyright, patent, patent application, trademark, mask work, database, trade secret, or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised, or contained in any of the Evaluation Material.

15.          Except for restrictions on confidentiality with respect to trade secrets which shall continue for so long as such Evaluation Material constitutes trade secrets under applicable law, this Agreement shall continue for a period of three years after the Effective Date; provided, however, that expiration of the term hereof will not prevent any party from bringing a claim or relieve any party from liability for breaches prior to such expiration.

16.          The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database, or similar repository of the Evaluation Material to which the Recipient or any of its Representatives is granted access in connection with the evaluation, negotiation, or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that confidentiality and use obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged (or decreased) except by a written agreement that is hereafter executed by each of the parties hereto.

17.          The Recipient hereby acknowledges that it is aware, and shall advise each of its Representatives who are informed as to the matters that are the subject of this Agreement, that (i) the Evaluation Material being furnished to the Recipient and its Representatives and information regarding the Transaction contains or may itself be material, non-public information concerning the Disclosing Party, and (ii) the United States securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, prohibit any Person who or that has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

18.          This Agreement, and all claims or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws or any other principle that could require the application of the laws of any other jurisdiction.  Each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and related appellate courts (or, such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the adjudication of any action or other legal proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action or legal proceeding relating thereto except in any such court).  Each party hereby agrees that service of any process, summons, notice, or document by U.S. certified mail addressed to such party shall be effective service of process for any such suit, action, or proceeding brought against such party in any such court.  Each party hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such courts and agrees not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum.  Each party agrees that a final judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon such judgment.

19.          EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

20.          This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof, and supersedes all prior negotiations, understandings, representations, warranties, and agreements, oral or written.  No provision of this Agreement may be amended, modified, or changed except by a writing signed by the parties hereto.

21.          The parties have each been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other documents will be construed against the party drafting such agreement or document.

22.          All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section 22).

23.          No waiver by any party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any violation, failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver or relinquishment thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

24.          The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.  If any provision contained in this Agreement or the application thereof to any Person, place, or circumstance shall be invalid, illegal, or unenforceable in any respect under any applicable law as determined by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions contained in this Agreement, or the application of such provision to such Persons, places, or circumstances other than those as to which it has been held invalid, illegal, or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.  In the case of any such invalidity, illegality, or unenforceability, such invalid, illegal, or unenforceable provision shall be replaced with one that most closely approximates the effect of such provision that is not invalid, illegal, or unenforceable.  Should a court refuse to so replace such provision, the parties hereto shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties hereto.

25.          This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

26.          This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party.  Any purported assignment without such consent shall be void and unenforceable.   Any purchaser of the Disclosing Party or all or substantially all of the assets of the Disclosing Party shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such purchaser.

27.          The Disclosing Party acknowledges that (i) the Recipient and its Affiliates are engaged in the business of private equity investing and may from time to time invest in entities that develop and utilize technologies, products or services that are similar to or competitive with those of the Disclosing Party, and (ii) except insofar as this Agreement restricts the disclosure of the Evaluation Material, this Agreement shall not prevent the Recipient and its Affiliates from (a) engaging in or operating any business or (b) evaluating or engaging in investment discussions with, or investing in, any third party, whether or not competitive with the Disclosing Party or its Affiliates in each case so long as the Recipient otherwise complies with the terms of this Agreement.  The Disclosing Party acknowledges that the review of the Evaluation Material by the Recipient and its Representatives will inevitably enhance such persons’ knowledge and understanding of the business of the Disclosing Party in a way that cannot be separated from such persons’ other knowledge, and the Disclosing Party agrees that this Agreement shall not restrict the activities of such persons in connection with the purchase, sale, consideration of, and decisions related to other investments and serving on the boards of such investments. The Disclosing Party acknowledges that the directors, officers or employees of (i) the Recipient and (ii) its Affiliates may serve as directors of portfolio companies of investment funds managed by the Affiliates of Recipient, and the Disclosing Party agrees that such portfolio companies will not be deemed to have received the Evaluation Material solely because any such individual serves on the board of such portfolio company; provided, that (i) such individual has not provided such portfolio company or any other director, officer, employee or other representative of such portfolio company (except for any other dual role person) with the Evaluation Material and (ii) such portfolio company does not act at the direction of or with encouragement from the Recipient or its Affiliates with respect to the Evaluation Material.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

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Exhibit (d)(7)

This LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of July 12, 2022 by and among Aurora Equity Partners VI L.P., a Delaware limited partnership, Aurora Equity Partners VI-A L.P., a Delaware limited partnership, and Aurora Associates VI L.P., a Delaware limited partnership (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Sharps Compliance Corp., a Delaware corporation (the “Company”).  The Guarantors and the Company are referred to herein collectively as the “parties” and individually, as a “party.”

A.          The Company, Raven Buyer, Inc., a Delaware corporation (“Parent”), and Raven Houston Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, modified, or supplemented from time to time, the “Merger Agreement”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

B.          As an inducement for the Company to enter into the Merger Agreement, the Guarantors wish to deliver this Limited Guaranty in respect of certain of Parent’s obligations under the Merger Agreement.

NOW, THEREFORE, in consideration of the above Recitals, which are incorporated into the agreement below by reference as if fully set forth therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantors, each of the Guarantors agrees with the Company as follows:

ARTICLE I
REPRESENTATIONS AND WARRANTIES

Each Guarantor, severally and not jointly, makes the following representations and warranties to, and in favor of, the Company with respect to itself (but not the other Guarantors):

Section 1.1          Existence and Rights.  Such Guarantor is a limited partnership duly formed and validly existing under the laws of the jurisdiction of its formation.  Such Guarantor has the requisite power and authority, rights, and franchises to own its property and to carry on its business as now carried on, and is duly qualified and in good standing in each jurisdiction in which the property it owns or the business it conducts makes such qualification necessary, and such Guarantor has the power and authority to execute, deliver, and perform this Limited Guaranty.

Section 1.2          Limited Guaranty Authorized and Binding.  The execution, delivery, and performance of this Limited Guaranty by such Guarantor have been duly authorized by all requisite limited partnership action, and this Limited Guaranty is a legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity.

Section 1.3          No Conflict.  The execution and delivery of this Limited Guaranty by such Guarantor: (a) are not, and the performance of this Limited Guaranty by such Guarantor will not be, in contravention of or in conflict with any agreement, indenture, or undertaking to which such Guarantor is a party or by which it or any of its property is or may be bound or affected; (b) do not, and will not, require the consent or approval of any Governmental Entity; (c) are not, and will not be, in contravention of or in conflict with, any applicable Law binding on such Guarantor or any of its property or assets or any term or provision of such Guarantor’s limited partnership agreement or other organizational documents; and (d) do not, and will not, result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation, modification, or acceleration of any material obligation or the loss of any material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, permit, franchise, right, or license binding on the Guarantor, or cause any security interest, lien, or other encumbrance to be created or imposed upon any of such Guarantor’s assets or property.

Section 1.4          Review of Merger Agreement.  Such Guarantor hereby acknowledges that it has a copy of, and is fully familiar with, the Merger Agreement.

Section 1.5          Financial Capacity.  Such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty in full, and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guaranty in full shall be available to such Guarantor, and such Guarantor shall maintain sufficient uncalled capital commitments from its limited partners necessary to fulfill its obligations under this Limited Guaranty, in each case for so long as this Limited Guaranty shall remain in effect in accordance with Section 2.2.

ARTICLE II
LIMITED GUARANTY

Section 2.1          Limited Guaranty.

(a)          Subject to the limitations set forth in Section 2.1(b), each Guarantor hereby absolutely, unconditionally, and irrevocably guaranties to the Company the prompt payment (on demand and in lawful money of the United States) of the Guaranteed Obligation (as defined below).  The term “Guaranteed Obligation” means the obligation of Parent to pay (i) the Parent Termination Fee (which is $7,869,400) in accordance with Section 8.3(e) of the Merger Agreement, (ii) the Collection Costs in accordance with Section 8.3(f) of the Merger Agreement, if any, and (iii) the reimbursement and indemnification obligations in accordance with Section 6.15(c) of the Merger Agreement, if any, subject to the terms and conditions set forth in the Merger Agreement. Notwithstanding any other provision of this Limited Guaranty, payment by any Guarantor hereunder will not be due prior to the date that is twelve (12) Business Days after the date on which the Company notifies such Guarantor that Parent or Merger Sub has failed to pay the Guaranteed Obligation when due in accordance with the terms of the Merger Agreement and that the Company is requesting payment from such Guarantor.

(b)          The guaranties and obligations of the Guarantors shall be several and not joint, which shall mean that a Guarantor shall be liable to the Company only to the extent of such Guarantor’s Pro Rata Portion (as defined below) of the Guaranteed Obligations.  In addition, in no event shall any Guarantor be obligated to make payments to the Company with respect to this Limited Guaranty, the Merger Agreement, or the transactions contemplated thereby that exceed such Guarantor’s Pro Rata Portion of an amount equal to (i) the Parent Termination Fee (which is $7,869,400) payable in accordance with Section 8.3(e) of the Merger Agreement, plus (ii) the amount of the Collection Costs payable by Parent in accordance with Section 8.3(f) of the Merger Agreement, if any, plus (iii) the amount sufficient to satisfy the reimbursement and indemnification obligations of Parent pursuant to Section 6.15(c) of the Merger Agreement, if any, as such amount may be reduced by any payments made by any of Parent, Merger Sub, any Guarantor or any of their respective Affiliates to the Company, its Affiliates or its or their respective direct or indirect equityholders, related to or arising out of the transactions contemplated by the Merger Agreement (as it may be so reduced from time to time, the “Maximum Amount”); it being understood that this Limited Guaranty may not be enforced against a Guarantor with respect to any amounts in excess of such Guarantor’s Pro Rata Portion of the Maximum Amount, in the aggregate. The Company hereby agrees that in no event shall the Guarantors be required to pay any amounts to the Company, the Company’s equityholders or its Affiliates or Subsidiaries, under, with respect to, or in connection with this Limited Guaranty or the Merger Agreement, other than as expressly set forth herein or in the Equity Financing Commitment.  The term “Equity Financing Commitment” means the equity commitment letter delivered by the Guarantors to Parent as of the date hereof.  The term “Pro Rata Portion” means (A) with respect to Aurora Equity Partners VI L.P., 54.120215%; (B) with respect to Aurora Equity Partners VI-A L.P., 45.564117%; and (C) with respect to Aurora Associates VI L.P., 0.315669%.

(c)          Notwithstanding the foregoing, in the event that the Company or any of its Affiliates or Subsidiaries or any of their respective Representatives on behalf of the Company or any of its Affiliates or Subsidiaries, directly or indirectly, claims, attempts, commences litigation or other proceedings in order to assert, asserts, demands or otherwise seeks to claim that the provisions of Section 2.1 hereof limiting the Guarantors’ aggregate liability to the Maximum Amount (or a Guarantor’s liability to that Guarantor’s Pro Rata Portion of the applicable Guaranteed Obligations) or that any other provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, or attesting any theory of liability against any Guarantor, Parent or any Affiliate of any Guarantor with respect to the transactions contemplated by the Merger Agreement, the Equity Financing Commitment, or any other agreement delivered in connection with this Limited Guaranty or the Merger Agreement (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), other than (i) any and all rights of the Company under, and any and all claims by the Company against the Guarantors, severally but not jointly, under and in accordance with, this Limited Guaranty (subject to the terms and conditions set forth herein); (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 Guarantors and Parent under and in accordance with, the Equity Financing Commitment 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”) (the claims as described in clauses (i), (ii), (iii) and (iv) of this sentence, each a “Retained Claim”), then (A) the obligations of the Guarantors under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (B) if any Guarantor has previously made any payments under this Limited Guaranty, it shall promptly be repaid such payments from the Company, and (C) none of the Guarantors, Parent, Merger Sub or any Non-Recourse Party (as defined below) shall have any liability to the Company or any of its Affiliates or Subsidiaries or any of their respective direct or indirect equityholders in any way under or in connection with the Merger Agreement, this Limited Guaranty, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or 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).

Section 2.2          Continuing Guaranty.  This is a continuing guaranty of the Guaranteed Obligation and shall remain in full force and effect until the earlier to occur of: (a) the payment in full of the Guaranteed Obligation; (b) the termination of the Merger Agreement in accordance with its terms, but only if Parent and Merger have no liability or financial obligation to the Company that survives such termination (or, if it does, this Limited Guaranty shall terminate twelve months following such termination, unless prior to the date that is twelve months after such termination a legal action for the Guarantors’ payment of the Guaranteed Obligation is brought pursuant to and in accordance with this Limited Guaranty, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such claim in a final judicial determination or by written agreement of the Company and the Guarantors and the satisfaction in full by the Guarantors of the amount of the Guaranteed Obligation finally determined or agreed to be owed by the Guarantors with respect to such claim); or (c) consummation of the Closing.  Upon the termination of this Limited Guaranty pursuant to the immediately preceding sentence, this Limited Guaranty shall automatically become void and no Guarantor shall thereafter have any liability whatsoever arising hereunder.  Each Guarantor understands and agrees that, subject to the immediately preceding two sentences, this Limited Guaranty shall be construed as an absolute, irrevocable, unconditional, and continuing guaranty of payment and shall be enforceable by the Company and its successors, transferees, and assigns, subject to the terms set forth herein.

Section 2.3          Nature of Guaranty.  The Guarantor acknowledges that it is a primary obligor and not merely as surety to the Company, that its liability hereunder shall extend to the full amount of the Guaranteed Obligations (subject to such Guarantor’s Pro Rata Portion of the Maximum Amount), and that a separate action or separate actions under this Limited Guaranty may be brought and prosecuted against any Guarantor in the Company’s sole discretion, whether or not any action is brought or prosecuted against Parent, any other Guarantor, or any other Person, or whether Parent, any other Guarantor, or any other Person is joined in any such action or actions.  Any circumstance which operates to toll any statute of limitations applicable to Parent, Merger Sub, or the Company shall also operate to toll the statute of limitations applicable to the Guarantors.  This Limited Guaranty is an unconditional guarantee of payment and not of collection.  The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits.

Section 2.4          Waivers.

(a)          Subject to Section 2.1(a), each Guarantor hereby waives the right to require the Company to proceed against Parent, any other Guarantor, or any other Person liable on the Guaranteed Obligations, or to pursue any other remedy in the Company’s power whatsoever, and each Guarantor waives the right to have the proceeds of property of Parent or any other Person liable on the Guaranteed Obligation first applied to the discharge of the Guaranteed Obligations.  Each Guarantor hereby waives, to the fullest extent permitted by Law, all rights and benefits under any applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal.  When making any demand on a Guarantor hereunder against the Guaranteed Obligation, the Company may, but subject to Section 2.1(a) shall be under no obligation to, make a similar demand on Parent or Merger Sub or any other Guarantor, and any failure by the Company to make any such demand or to collect any payments from Parent or Merger Sub or any other Guarantor shall not relieve such Guarantor of its obligations or liabilities hereunder.

(b)          Each Guarantor hereby waives any defense based upon or arising by reason of: (i) any lack of authority of any officer, director, or any other Person acting or purporting to act on behalf of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (ii) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids the discharge of Parent or Merger Sub or any Guaranteed Obligation by operation of Law or otherwise; (iii) any modification of the Guaranteed Obligation, in any form whatsoever, including, without limitation, the renewal, extension, acceleration, or other change in time for payment or performance of the Guaranteed Obligation, any waiver or modification of conditions precedent or any other change in the terms of the Guaranteed Obligation or any part thereof or any modification of any agreement between the Company and Parent or Merger Sub, provided that the Maximum Amount is not increased; (iv) the existence of any claim, set-off, or other right which the Guarantor may have at any time against Parent, Merger Sub, or the Company, whether in connection with the Guaranteed Obligations or otherwise; (v) the adequacy of any other means the Company may have of obtaining payment of the Guaranteed Obligations; (vi) any change in the applicable law of any jurisdiction; (vii) any present or future action of any governmental authority amending, varying, reducing, or otherwise affecting or purporting to amend, vary, reduce, or otherwise affect, any of the obligations of Parent or Merger Sub under the Merger Agreement or of the Guarantor under this Limited Guaranty; or (viii) any other act or omission by the Guarantor or its Affiliates that might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor.

(c)          Each Guarantor hereby waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Limited Guaranty and of the existence, creation, or incurring of new or additional obligations.  Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Parent and Merger Sub and of all other circumstances bearing upon the risk of nonpayment or nonperformance by Parent or Merger Sub of the Guaranteed Obligation which diligent inquiry would reveal, represents that it has adequate means of obtaining such financial information from Parent or Merger Sub on a continuing basis, and agrees that the Company shall not have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances.  Each Guarantor hereby waives notice of any action taken or omitted by the Company in reliance hereon, any requirement that the Company be diligent and prompt in making demands hereunder, notice of any waiver or amendment of any terms and conditions of the Merger Agreement, notice of any default by Parent or Merger Sub or the assertion of any right of the Company hereunder, and any right to plead or assert any election of remedies in any action to enforce this Limited Guaranty with respect to its obligations hereunder.

Section 2.5          Bankruptcy Not Discharge.  Subject to the second sentence of Section 2.2, this Limited Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Company upon (1) any change in the corporate existence, structure, or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations, and (2) the insolvency, bankruptcy, or reorganization affecting Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations.  Notwithstanding any modification, discharge, or extension of the Guaranteed Obligations or any amendment, waiver, modification, stay, or cure of the Company’s rights which may occur in any bankruptcy or reorganization case or proceeding concerning Parent or Merger Sub, whether permanent or temporary, and whether or not assented to by the Company, each Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Obligations and discharge its other obligations in accordance with the terms of the Guaranteed Obligations as set forth in this Limited Guaranty in effect on the date hereof.  Each Guarantor understands and acknowledges that by virtue of this Limited Guaranty, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Parent or Merger Sub.

Section 2.6          Guarantors’ Understandings With Respect To Waivers.  Each Guarantor warrants and agrees that each of the waivers set forth above is made with such Guarantor’s full knowledge of its significance and consequences and made after the opportunity to consult with counsel of its own choosing, and that under the circumstances, the waivers are reasonable and not contrary to applicable Law or public policy.  If any of said waivers are determined to be contrary to any applicable Law or public policy, such waiver shall be effective only to the extent permitted by Law.

Section 2.7          Covenants of the Company.

(a)          The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates and Subsidiaries and their respective Representatives not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or transactions contemplated hereby and 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), against the Guarantors, Parent, Merger Sub or any Non-Recourse Party, except for the Retained Claims, and the Company hereby, on behalf of itself and its Affiliates, waives any and all claims arising under, or in connection with, this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation the Equity Financing Commitment), or 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) against the Guarantors, Parent, Merger Sub or any Non-Recourse Party and waives and releases such Persons from such claims, in each case, except for the Retained Claims.

(b)          Notwithstanding anything to the contrary contained in this Limited Guaranty, the Company hereby agrees that, to the extent Parent and Merger Sub are indefeasibly relieved in full of their obligations under the Merger Agreement (other than due to a rejection of the Merger Agreement in the context of a bankruptcy or insolvency of Parent), the Guarantors shall be similarly relieved of their obligations under this Limited Guaranty.

(c)          Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranty, the Company covenants, agrees, and acknowledges that no Person other than the Guarantors has any obligations hereunder.  The Company further covenants, agrees, and acknowledges that neither the Company nor any other Person (including, without limitation, its Affiliates or Subsidiaries or any of their respective direct or indirect equityholders) has any right of recovery under this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or 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), or any claim based on the obligations hereunder and thereunder against, and no personal liability shall attach to, the former, current or future equityholders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, or general or limited partners of any of the Guarantors, Parent, or any former, current or future equityholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than the Guarantors), or agent of any of the foregoing, or any former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing (collectively, but not including Parent, Merger Sub, or the Guarantors, each a “Non-Recourse Party”), through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

(d)          The Company covenants, agrees, and acknowledges that the only rights of recovery that the Company has with respect to this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with the Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or the transactions contemplated hereby and 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) are (i) its rights to recover from Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement and from the Guarantors (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guaranty, in each case subject to the Maximum Amount and the other limitations described herein, (ii) the Company’s right to seek specific performance of the obligations of the Guarantors under and to the extent expressly provided in the Equity Financing Commitment, and (iii) the other Retained Claims; provided, however, that in the event a Guarantor (1) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger, or (2) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of such Guarantor’s remaining net assets plus uncalled capital is less than such Guarantor’s applicable Pro Rata Portion of the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation, or other applicable Law, against such continuing or surviving entity, but only to the extent of the Guarantor’s unpaid liability hereunder up to such Guarantor’s applicable Pro Rata Portion of the Maximum Amount.

(e)          Notwithstanding any other provision of this Limited Guaranty, the Company hereby agrees that the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guaranty, any claim, set-off, deduction, defense, or release that Parent could assert against the Company under the terms of, or with respect to, the Merger Agreement.

(f)          The Company acknowledges and agrees that Parent has no assets other than certain contract rights and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time occurs.  Recourse against the Guarantors under and pursuant to the terms of this Limited Guaranty and the other Retained Claims shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries or any of their respective direct or indirect equityholders against the Guarantors, Parent, Merger Sub and the Non-Recourse Parties with respect to any liabilities or obligations arising under, or in connection with, this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or the transactions contemplated hereby and 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), including by piercing of the corporate veil or by asserting a claim by or on behalf of Parent, the Company, or any other Person seeking to compel performance of Parent’s financing.  The Company hereby waives and releases every right of recovery against each Guarantor, Parent, Merger Sub, and each Non-Recourse Party under or in connection with or related to this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or 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) other than the Retained Claims, and hereby releases each Guarantor, Parent, Merger Sub, and each Non-Recourse Party from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with this Limited Guaranty, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Financing Commitment), or 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), other than the Retained Claims.  Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Company and its permitted successors, transferees or assigns (including any Person acting in a representative capacity), any rights or remedies against any Person including the Guarantors, except as expressly set forth herein.

ARTICLE III
MISCELLANEOUS

Section 3.1          Survival of Warranties.  All representations, warranties, covenants, and agreements of the Guarantors contained herein shall survive the execution and delivery of this Limited Guaranty and shall be deemed made continuously, and shall continue in full force and effect, until the termination of this Limited Guaranty.

Section 3.2          Amendment and Waiver.  This Limited Guaranty 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 (including the Company) at the time of the amendment.  The parties hereto may, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Limited Guaranty, or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein.  Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.  No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 3.3          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 below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

Section 3.4          Assignment; Successors.  Neither this Limited Guaranty nor any of the rights, interests or obligations under this Limited Guaranty may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), and any such assignment without such prior written consent shall be null and void.  Subject to the preceding sentence, this Limited Guaranty will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 3.5          Severability.  Whenever possible, each provision or portion of any provision of this Limited Guaranty 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 Limited Guaranty 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 Limited Guaranty 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, this Limited Guaranty may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 2.1(b) hereof.

Section 3.6          Interpretation.  When a reference is made in this Limited Guaranty to a Section such reference shall be to a Section of this Limited Guaranty unless otherwise indicated.  The headings contained in this Limited Guaranty are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guaranty.  All words used in this Limited Guaranty 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 Limited Guaranty will mean “including, without limitation,” unless otherwise specified.  The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Limited Guaranty shall refer to the Agreement as a whole and not to any particular provision in this Limited Guaranty.  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.

Section 3.7          Entire Agreement.  This Limited Guaranty, together with the Merger Agreement, the Equity Financing Commitment, 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.

Section 3.8          Counterparts.  This Limited Guaranty 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.

Section 3.9          Facsimile or .pdf Signature.  This Limited Guaranty may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

Section 3.10          Governing Law.  This Limited Guaranty and all disputes or controversies arising out of or relating to this Limited Guaranty 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.

Section 3.11          Submission to Jurisdiction.  Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guaranty 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 Limited Guaranty 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 Limited Guaranty 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 Limited Guaranty, or the subject matter hereof, may not be enforced in or by such courts.

Section 3.12          WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS LIMITED GUARANTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.13          Confidentiality.  This Limited Guaranty shall be treated as confidential and is being provided to the Company solely in connection with the Merger Agreement.  This Limited Guaranty may not be used, circulated, quoted, or otherwise referred to in any document (other than the Merger Agreement and the Equity Financing Commitment) except with the written consent of each Guarantor; provided, that (a) the Company may disclose this Limited Guaranty 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) the Guarantors may disclose this Limited Guaranty to each of its Affiliates and its and their respective officers, directors, advisors, and other authorized representatives, and also may disclose the amount of the Maximum Amount and its Pro Rata Portion of the Guaranteed Obligations to such Guarantor’s and its Affiliates’ existing and prospective stockholders, limited partners, and non-managing members on a confidential basis in accordance with such Guarantor’s customary reporting practices, and (c) each party may disclose the existence and contents of this Limited Guaranty 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, the Company hereby agrees that any Guarantor may disclose the contents of this Limited Guaranty to a governmental or regulatory authority in the course of such authority’s routine examinations or inspections of such Guarantor and/or its Affiliates which are not targeted at the Company.

Section 3.14          Relationship of the Parties.  This Limited Guaranty is not intended to, and does not create, any agency, partnership, fiduciary, or joint venture relationship between any of the Parties hereto, and the obligations of the Guarantors under this Limited Guaranty are solely contractual in nature.

Section 3.15          No Third Party Beneficiaries.  Nothing in this Limited Guaranty, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or by reason of this Limited Guaranty; provided 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 the expiration or termination of this Limited Guaranty.

Signature page follows.

IN WITNESS WHEREOF, this Limited Guaranty has been entered into by the undersigned as of the date first above written.

	GUARANTORS:
	AURORA EQUITY PARTNERS VI L.P.,
	a Delaware limited partnership
	By:	AURORA CAPITAL PARTNERS VI L.P.,
		its General Partner
	By:	AURORA FUND VI UGP LLC,
		its General Partner
	By:
		Name:	Robert K. West
		Title:	Chief Financial Officer
	AURORA EQUITY PARTNERS VI-A L.P.,
	a Delaware limited partnership
	By:	AURORA CAPITAL PARTNERS VI L.P.,
		its General Partner
	By:	AURORA FUND VI UGP LLC,
		its General Partner
	By:
		Name:	Robert K. West
		Title:	Chief Financial Officer

	AURORA ASSOCIATES VI L.P.,
	a Delaware limited partnership
	By:	AURORA CAPITAL PARTNERS VI L.P.,
		its General Partner
	By:	AURORA FUND VI UGP LLC,
		its General Partner
	By:
		Name:	Robert K. West
		Title:	Chief Financial Officer

	Address for Notices:
	c/o Aurora Capital Partners Management VI L.P.
	11611 San Vicente Blvd, Suite 800
	Los Angeles, CA 90049
	Attention:	Robert K. West
	Email:	rkwest@auroracap.com

	ACCEPTED BY:
	THE COMPANY:
	SHARPS COMPLIANCE CORP.,
	a Delaware corporation
	By:
	Name:
	Title: