Scott J. Leffler - 02 Mar 2022 Form 4 Insider Report for Sotera Health Co (SHC)

Footnote F1

These securities consist of Restricted Stock Units ("RSUs") that were granted on March 2, 2022, pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting conditions. The RSUs vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.

Footnote F2

Consists of 484,707 shares of vested Common Stock, 177,369 shares of unvested Common Stock and 76,573 RSUs. 8,600 of the unvested shares of Common Stock will vest on a daily basis, pro rata through April 3, 2022. 168,769 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent.

Footnote F3

These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.

Footnote F4

No transaction is being reported on this line. Reported on a previously filed Form 4.

Footnote F5

These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. 25% of the options vested on November 20, 2021 and the remaining unvested options vest in three equal installments on the next three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.