Dennis Halligan - 22 Aug 2022 Form 4 Insider Report for SHARPS COMPLIANCE CORP

Footnote F1

Amount of securities beneficially owned in the reported transaction includes issued and outstanding shares of common stock (the "Common Stock") of Sharps Compliance Corp. (the "Company") and issued and outstanding unvested restricted stock awards granted under the Sharps Compliance Corp. 2010 Stock Plan, as amended.

Footnote F2

On July 12, 2022, the Company entered into that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Raven Buyer, Inc., a Delaware corporation ("Parent"), and Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Raven Buyer, Inc. ("Purchaser"), pursuant to which, on July 25, 2022, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of the Common Stock for a purchase price of $8.75 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding.

Footnote F3

Due to a 1000 character limit, Footnote 3 is a continuation of Footnote 2. On August 22, 2022, Purchaser accepted all shares tendered in the Offer. On August 23, 2022, Purchaser merged with and into the Company (the "Merger") and the Company ceased to be a public company. Pursuant to the Merger Agreement, each share of Common Stock (including each restricted stock award, whether or not vested), that was outstanding immediately prior to the consummation of the Merger was automatically cancelled and, in exchange therefor, the holder is entitled to receive $8.75 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding.

Footnote F4

Pursuant to the Merger Agreement, each Company stock option, whether vested or unvested or exercisable, that is outstanding immediately prior to the consummation of the Merger was automatically cancelled in exchange for the right to receive an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (i) the excess of the $8.75 over the exercise price per share under such Company stock option, and (ii) the number of shares subject to such Company stock option. Company stock options with an exercise price per share that is equal to or greater than $8.75 were cancelled without any cash payment being made.