Thomas J. Leonard - 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, except for 122,045 shares of Company common stock that were designated as Rollover Shares (as defined in the Merger Agreement), which were converted into the right to receive an equity interest in Parent (or its direct or indirect holding company) pursuant to the Merger Agreement.

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 the $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. The first two tranches of these options vested ratably on an annual basis and vesting of the remaining tranche was accelerated in connection Mr. Leonard's CEO transition in March 2023.

Footnote F7

These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 3, 2022. The first tranche of these options vested ratably on an annual basis and vesting of the remaining two tranches were accelerated in connection Mr. Leonard's CEO transition in March 2023.

Footnote F8

The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on March 3, 2022. 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 F9

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 F10

The restricted share units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on October 1, 2023 and vest ratably in 15 monthly installments on the last day of each calendar month beginning on October 31, 2023 and ending on December 31, 2024, subject to the reporting person remaining in continuous employment with the Company on each vesting date.

Footnote F11

The reporting person agreed to roll over certain vested and unvested RSUs (the "Rollover RSUs") at the Effective Time. In accordance with the Merger Agreement, the Rollover RSUs will be exchanged for restricted stock units subject to the same terms and conditions that applied to the corresponding RSU prior to the Closing and which shall, upon vesting, be settled in shares of the Company or a newly formed parent entity of the Company or Parent.