Rollover Commitment Letter February 26, 2024Agiliti, Inc. \De • March 12th, 2024 • Services-miscellaneous equipment rental & leasing
Reference is made to that certain Agreement and Plan of Merger (as may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), Agiliti, Inc., a Delaware corporation (the “Company”) and Apex Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). This letter agreement is being executed and delivered by the undersigned stockholder (the “Rollover Stockholder”) in connection with the Merger Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Merger Agreement. The execution and delivery of this letter agreement by the Rollover Stockholder is a material inducement for Parent to enter into the Merger Agreement. The Stockholder and Parent hereby agree as follows:
EQUITY COMMITMENT LETTER February 26, 2024Agiliti, Inc. \De • March 12th, 2024 • Services-miscellaneous equipment rental & leasing • Delaware
In connection with that certain Agreement and Plan of Merger dated as of the date hereof (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), Apex Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Agiliti, Inc., a Delaware corporation (the “Company”), the undersigned private equity investment funds (collectively, the “Sponsors”) are pleased to offer this commitment to purchase, directly or indirectly, securities of Parent, subject to the terms and conditions herein, for an aggregate purchase price in cash equal to $100,000,000.00 or such lesser amount, which, when aggregated with (A) the aggregate value of any cash investment or rollover equity investment in the Parent, directly or indirectly, by executives or equityholders of the Company at the Closing and (B) available borrowings u
Waiver to Amended and Restated Director Nomination AgreementDirector Nomination Agreement • March 12th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing
This waiver, dated as of February 20, 2024 (this “Waiver”), is delivered by THL Agiliti LLC, a Delaware limited liability company (the “THL Stockholder”) to Agiliti, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among the Company and the THL Stockholder (the “Director Nomination Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Director Nomination Agreement.
LIMITED GUARANTYLimited Guaranty • March 12th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
This Limited Guaranty, dated as of February 26, 2024 (this “Guaranty”), is made by each of the guaranteeing parties identified on the signature pages hereto (each a “Sponsor” and, collectively, the “Sponsors”), in favor of Agiliti, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
