Matthew E. Mccabe - 07 May 2024 Form 4 Insider Report for AGILITI, INC. \DE

Footnote F1

On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.

Footnote F2

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled (i) with no payment to the reporting person where the Option had an exercise price equal to or greater than $10.00 and (ii) for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option where the Option had an exercise price less than $10.00.

Footnote F3

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a four-year period.

Footnote F4

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a three-year period.

Footnote F5

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2020. These options vested ratably on an annual basis over a three-year period.

Footnote F6

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on April 22, 2021. These options vested ratably on an annual basis over a three-year period.

Footnote F7

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 3, 2022. These options vest ratably on an annual basis over a three-year period.

Footnote F8

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 10, 2023. These options vest ratably on an annual basis over a three-year period.

Footnote F9

The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on March 3, 2022 and June 6, 2023. The PRSUs cliff vest three years following the date of grant and settle in shares of common stock based upon the Company's financial performance results and contingent upon the reporting person's continued employment with the Company through the vesting period.

Footnote F10

Pursuant to the terms and conditions of the Merger Agreement, the PRSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time and performance based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.

Footnote F11

The restricted stock units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 15, 2024 (the "2024 RSUs"), March 10, 2023, (the "2023 RSUs"), March 3, 2022 (the "2022 RSUs") and December 21, 2021 (the "2021 RSUs"). The 2024 RSUs cliff vest six months following the grant date, contingent upon the reporting person remaining in continuous employment with the Company on the vesting date. The 2023 RSUs and 2022 RSUs vest ratably on annual basis over a three year period contingent upon the reporting person remaining in continuous employment with the Company on each vesting date. The 2021 RSUs cliff vest cliff vest three years following the date of grant contingent upon the reporting person's continued employment with the Company through the vesting date.

Footnote F12

Pursuant to the terms and conditions of the Merger Agreement, the RSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.