Standard Contracts
Agiliti, Inc. [•] Shares of Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting Agreement • April 15th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
Agiliti, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between AGILITI, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among AGILITI, INC., APEX INTERMEDIATE HOLDCO, INC. and APEX MERGER SUB, INC. Dated as of February 26, 2024Merger Agreement • February 26th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of February 26, 2024, by and among Agiliti, Inc., a Delaware corporation (the “Company”), Apex Intermediate Holdco, Inc., a Delaware (“Parent”), and Apex Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2023 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Minnesota
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and effective as of January 10, 2023 (the “Agreement Effective Date”), by and between Thomas W. Boehning (“Executive”) and Agiliti, Inc., a Delaware corporation (the “Company”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2019 by and among (i) Agiliti, Inc., a Delaware corporation (“TopCo”), (ii) Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (“Holdco”), (iii) Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.), a Delaware corporation (“OpCo”, and, together with TopCo, and Holdco each, a “Company”, and collectively, the “Companies”), and (iv) THL Managers VIII, LLC, a Delaware limited liability company (the “Manager”).
RECEIVABLES FINANCING AGREEMENT Dated as of February 14, 2024 by and among AGILITI RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, MUFG BANK, LTD., as Administrative Agent, and AGILITI HEALTH,...Receivables Financing Agreement • February 16th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 14, 2024 by and among the following parties:
Amended and RESTATED Director NOMINATION AgreementDirector Nomination Agreement • August 12th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS AMENDED AND RESTATED Director NOMINATION Agreement (this “Agreement”) is made and entered into as of April 26, 2021, by and among Agiliti, Inc., a Delaware corporation (the “Company”), and THL Agiliti LLC, a Delaware limited liability company (“THL Stockholder”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.0001 per share (the “Common Stock”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of January 4, 2019, by and among Federal Street Acquisition Corp., a Delaware corporation (“FSAC”), Agiliti, Inc., a Delaware corporation (“Agiliti”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2021, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the “Company”), THL Agiliti LLC, a Delaware limited liability company (“THL Agiliti”), Thomas J. Leonard (the “Executive”), and the individuals listed as Other Holders on the signature pages hereto (the “Other Holders” and, together with THL Agiliti, the Executive and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Rollover Commitment Letter February 26, 2024Rollover Commitment Letter • March 12th, 2024 • Agiliti, Inc. \De • 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:
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • March 5th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Agiliti, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
TAX RECEIVABLE AGREEMENT by and among AGILITI, INC., AGILITI HOLDCO, INC., and IPC/UHS, L.P., as Stockholders’ Representative Dated as of January 4, 2019Tax Receivable Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 4, 2019 is hereby entered into by and among Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation, as guarantor hereunder (“PubCo”), IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representative (the “Stockholders’ Representative”), and each of the successors and assigns thereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 5th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Agiliti, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
EQUITY COMMITMENT LETTER February 26, 2024Equity Commitment Letter • March 12th, 2024 • Agiliti, Inc. \De • 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
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLANPerformance Restricted Stock Unit Agreement • March 5th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Agiliti, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 8th, 2023 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing
AMENDMENT NO. 1 (this “Amendment”), dated as of June 7, 2023, to the Tax Receivable Agreement (the “TRA”), dated as of January 4, 2019, by and among Agiliti Holdco,
STOCK PURCHASE AGREEMENT BY AND AMONG AGILITI HEALTH, INC., NORTHFIELD MEDICAL HOLDINGS LLC, AND NORTHFIELD MEDICAL, INC. Dated as of October 28, 2020Stock Purchase Agreement • April 15th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of October 28, 2020, by and among Agiliti Health, Inc., a Delaware corporation (“Buyer”), Northfield Medical, Inc., a Delaware corporation (the “Company”), and Northfield Medical Holdings LLC, a Delaware limited liability company (the “Seller”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019 (the “Effective Time”), by and among Agiliti, Inc., a Delaware corporation (the “Company”), and THL Agiliti LLC, a Delaware limited liability company (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2019, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the “Company”), THL Agiliti LLC, a Delaware limited liability company (“THL Agiliti”), Thomas J. Leonard (the “Executive”), and the individuals listed as Other Holders on the signature pages hereto (the “Other Holders” and, together with THL Agiliti, the Executive and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AGILITI, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 5th, 2021 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Agiliti, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
TRANSITION AGREEMENTTransition Agreement • January 9th, 2023 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Minnesota
This Transition Agreement (this “Agreement”) is entered into by and between Thomas J. Leonard (“Executive”) and Agiliti, Inc., a Delaware corporation (the “Company”). Executive and the Company are each referred to herein as a “Party” and together as the “Parties.”
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).
