10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021

or

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                    to                  

Commission File Number: 001-40361

AGILITI, INC.

(Exact name of registrant as specified in its charter)

Delaware	83-1608463
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

6625 West 78th Street, Suite 300

Minneapolis, Minnesota 55439-2604

(Address of principal executive offices, including zip code)

(952) 893-3200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001	AGTI	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

Number of shares of common stock outstanding as of August 11, 2021:   130,385,072

Agiliti, Inc. and Subsidiaries

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets —June 30, 2021 and December 31, 2020	1
	Condensed Consolidated Statements of Operations—Three and Six months ended June 30, 2021 and 2020	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) —Three and Six months ended June 30, 2021 and 2020	3
	Condensed Consolidated Statements of Equity —Three and Six months ended June 30, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows —Three and Six months ended June 30, 2021 and 2020	5
	Notes to Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	27
ITEM 4.	Controls and Procedures	28
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
ITEM 6.	Exhibits	29
Signatures

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements — Unaudited

Agiliti, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share information)

(unaudited)

	June 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	103,670	$	206,505
Accounts receivable, less allowance for doubtful accounts of $2,064 at June 30, 2021 and $1,993 at December 31, 2020		164,975		154,625
Inventories		32,060		27,062
Other current assets		11,378		14,175
Total current assets		312,083		402,367
Property and equipment:
Medical equipment		303,160		285,723
Property and office equipment		131,562		112,646
Accumulated depreciation		(232,776)		(183,953)
Total property and equipment, net		201,946		214,416
Other long-term assets:
Goodwill		1,122,530		817,113
Operating lease right-of-use assets		55,048		51,214
Other intangibles, net		548,716		402,095
Other		18,371		16,151
Total assets	$	2,258,694	$	1,903,356
Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	15,421	$	16,044
Current portion of operating lease liability		15,364		14,155
Current portion of obligation under tax receivable agreement		15,613		15,572
Accounts payable		49,965		37,215
Accrued compensation		33,726		38,671
Accrued interest		2,970		6,347
Deferred revenue		6,549		8,800
Other accrued expenses		25,315		22,727
Total current liabilities		164,923		159,531
Long-term debt, less current portion		1,028,502		1,145,055
Obligation under tax receivable agreement, pension and other long-term liabilities		57,030		53,794
Operating lease liability, less current portion		44,130		40,283
Deferred income taxes, net		102,110		62,748
Commitments and contingencies (Note 11)
Equity
Common stock, $0.0001 par value; 350,000,000 shares authorized; 130,356,920 and 98,983,296 shares issued and outstanding at June 30, 2021 and December 31, 2020		13		10
Additional paid-in capital		928,623		513,902
Accumulated deficit		(64,137)		(68,492)
Accumulated other comprehensive loss		(2,618)		(3,619)
Total Agiliti, Inc. and Subsidiaries equity		861,881		441,801
Noncontrolling interest		118		144
Total equity		861,999		441,945
Total liabilities and equity	$	2,258,694	$	1,903,356

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1

Agiliti, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share information)

(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue	$	250,543	$	185,161	$	485,788	$	364,400
Cost of revenue		151,435		117,691		285,358		239,124
Gross margin		99,108		67,470		200,430		125,276
Selling, general and administrative		81,056		52,540		150,279		109,104
Operating income		18,052		14,930		50,151		16,172
Loss on extinguishment of debt		10,116		—		10,116		—
Interest expense		11,713		15,156		29,733		32,974
(Loss) income before income taxes and noncontrolling interest		(3,777)		(226)		10,302		(16,802)
Income tax expense (benefit)		1,394		(1,077)		5,890		(5,105)
Consolidated net (loss) income		(5,171)		851		4,412		(11,697)
Net income attributable to noncontrolling interest		27		29		57		103
Net (loss) income attributable to Agiliti, Inc. and Subsidiaries	$	(5,198)	$	822	$	4,355	$	(11,800)
Basic (loss) income per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Diluted (loss) income per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Weighted-average common shares outstanding:
Basic		122,908,065		98,983,296		111,071,756		98,969,079
Diluted		122,908,065		103,694,384		118,760,837		98,969,079

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

2

Agiliti, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Consolidated net (loss) income	$	(5,171)	$	851	$	4,412	$	(11,697)
Other comprehensive income (loss):
Gain on minimum pension liability, net of tax of $19, $0, $37 and $0		54		20		109		24
Gain (loss) on cash flow hedge, net of tax of $32, $0, $303 and $0		96		(1,582)		892		(1,582)
Total other comprehensive income (loss)		150		(1,562)		1,001		(1,558)
Comprehensive (loss) income		(5,021)		(711)		5,413		(13,255)
Comprehensive income attributable to noncontrolling interest		27		29		57		103
Comprehensive (loss) income attributable to Agiliti, Inc. and Subsidiaries	$	(5,048)	$	(740)	$	5,356	$	(13,358)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3

Agiliti, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(in thousands)

(unaudited)

							Accumulated
			Additional				Other
	Common		Paid-in		Accumulated		Comprehensive		Noncontrolling		Total
(in thousands)	Stock		Capital		Deficit		Loss		Interests		Equity
Balance at March 31, 2021	$	10	$	527,626	$	(58,939)	$	(2,768)	$	124	$	466,053
Net (loss) income		—		—		(5,198)		—		27		(5,171)
Other comprehensive income		—		—		—		150		—		150
Share-based compensation		—		3,270		—		—		—		3,270
Stock options exercised		—		373		—		—		—		373
Issuance of common stock		3		401,438		—		—		—		401,441
Stock issuance costs		—		(4,084)		—		—		—		(4,084)
Cash distributions to noncontrolling interests		—		—		—		—		(33)		(33)
Balance at June 30, 2021	$	13	$	928,623	$	(64,137)	$	(2,618)	$	118	$	861,999

							Accumulated
			Additional				Other
	Common		Paid-in		Accumulated		Comprehensive		Noncontrolling		Total
(in thousands)	Stock		Capital		Deficit		Loss		Interests		Equity
Balance at March 31, 2020	$	10	$	506,051	$	(58,636)	$	(936)	$	226	$	446,715
Net income		—		—		822		—		29		851
Other comprehensive loss		—		—		—		(1,562)		—		(1,562)
Share-based compensation		—		2,068		—		—		—		2,068
Dividend forfeited		—		57		—		—		—		57
Cash distributions to noncontrolling interests		—		—		—		—		(82)		(82)
Balance at June 30, 2020	$	10	$	508,176	$	(57,814)	$	(2,498)	$	173	$	448,047

							Accumulated
			Additional				Other
	Common		Paid-in		Accumulated		Comprehensive		Noncontrolling		Total
(in thousands)	Stock		Capital		Deficit		Loss		Interests		Equity
Balance at December 31, 2020	$	10	$	513,902	$	(68,492)	$	(3,619)	$	144	$	441,945
Net income		—		—		4,355		—		57		4,412
Other comprehensive income		—		—		—		1,001		—		1,001
Share-based compensation		—		5,682		—		—		—		5,682
Stock options exercised		—		373		—		—		—		373
Issuance of common stock		3		412,738		—		—		—		412,741
Stock issuance costs		—		(4,084)		—		—		—		(4,084)
Dividend forfeited		—		12		—		—		—		12
Cash distributions to noncontrolling interests		—		—		—		—		(83)		(83)
Balance at June 30, 2021	$	13	$	928,623	$	(64,137)	$	(2,618)	$	118	$	861,999

							Accumulated
			Additional				Other
	Common		Paid-in		Accumulated		Comprehensive		Noncontrolling		Total
(in thousands)	Stock		Capital		Deficit		Loss		Interests		Equity
Balance at December 31, 2019	$	10	$	503,637	$	(46,014)	$	(940)	$	276	$	456,969
Net (loss) income		—		—		(11,800)		—		103		(11,697)
Other comprehensive loss		—		—		—		(1,558)		—		(1,558)
Share-based compensation		—		4,451		—		—		—		4,451
Shares forfeited for taxes		—		(145)		—		—		—		(145)
Dividend forfeited		—		233		—		—		—		233
Cash distributions to noncontrolling interests		—		—		—		—		(206)		(206)
Balance at June 30, 2020	$	10	$	508,176	$	(57,814)	$	(2,498)	$	173	$	448,047

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4

Agiliti, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2021		2020
Cash flows from operating activities:
Consolidated net income (loss)	$	4,412	$	(11,697)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		52,884		47,916
Amortization		40,955		36,025
Remeasurement of tax receivable agreement		4,345		—
Loss on extinguishment of debt		7,716		—
Provision for doubtful accounts		573		1,179
Provision for inventory obsolescence		2,226		382
Non-cash share-based compensation expense		5,766		4,451
Gain on sales and disposals of equipment		(840)		(448)
Deferred income taxes		4,694		(5,297)
Changes in operating assets and liabilities:
Accounts receivable		6,047		(19,805)
Inventories		(1,414)		(2,748)
Other operating assets		(412)		342
Accounts payable		5,352		(125)
Other operating liabilities		(24,796)		10,271
Net cash provided by operating activities		107,508		60,446
Cash flows from investing activities:
Medical equipment purchases		(16,269)		(16,557)
Property and office equipment purchases		(10,612)		(8,511)
Proceeds from disposition of property and equipment		2,013		1,011
Acquisitions, net of cash acquired		(450,198)		(89,706)
Net cash used in investing activities		(475,066)		(113,763)
Cash flows from financing activities:
Proceeds under revolver		35,000		189,500
Payments under revolver		(35,000)		(173,000)
Proceeds under term loan		198,052		124,844
Payments under term loan		(324,805)		(3,930)
Payments of principal under finance lease liability		(4,270)		(3,813)
Payments of deferred financing costs		(229)		(199)
Payments under tax receivable agreement		(748)		—
Distributions to noncontrolling interests		(83)		(206)
Proceeds from exercise of stock options		373		—
Dividend and equity distribution payment		(924)		(1,132)
Proceeds from issuance of common stock		401,441		—
Stock issuance costs		(4,084)		—
Shares forfeited for taxes		—		(145)
Change in book overdrafts		—		(1,771)
Net cash provided by financing activities		264,723		130,148
Net change in cash and cash equivalents		(102,835)		76,831
Cash and cash equivalents at the beginning of period		206,505		—
Cash and cash equivalents at the end of period	$	103,670	$	76,831
Supplemental cash flow information:
Interest paid	$	31,017	$	27,884
Income taxes paid		1,541		415

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5

Agiliti, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Basis of Presentation

Description of Business

Agiliti, Inc. (individually and together with its consolidated subsidiaries (Federal Street Acquisition Corp (“FSAC”), Agiliti Holdco, Inc. and Agiliti Health, Inc. and subsidiaries) (“we”, “our”, “us”, the “Company” or “Agiliti”)) is a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry. Agiliti, Inc. owns 100% of FSAC. FSAC owns 100% of Agiliti Holdco, Inc. Agiliti Holdco, Inc. owns 100% of Agiliti Health, Inc. Agiliti Health, Inc. owns 100% of Agiliti Surgical, Inc., Agiliti Imaging, Inc. and Northfield Medical, Inc. (effective March 19, 2021). Agiliti Health, Inc. and subsidiaries is the only company with operations. All other entities have no material assets, liabilities, cash flows or operations other than their investment and ownership of Agiliti Health, Inc. and subsidiaries.

Initial Public Offering

On April 27, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 30,263,157 shares of its common stock. The price was $14.00 per share. The Company received net proceeds of approximately $397.4 million from the IPO after deducting underwriting discounts and commissions of $22.2 million and offering expenses. Immediately after our IPO, funds controlled by principal stockholder, Thomas H. Lee Partners, L.P., own approximately 76.0% of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”).

Basis of Presentation

The interim condensed consolidated financial statements have been prepared by the Company without audit. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020, included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“the Securities Act”), on April 26, 2021 (“the Prospectus”).

The interim condensed consolidated financial statements presented herein as of June 30, 2021, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income (loss), equity and cash flows for the periods presented. These adjustments are all of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year.

We are required to make estimates and assumptions about future events in preparing condensed consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenue and expenses at the date of the unaudited condensed consolidated financial statements. While we believe that our past estimates and assumptions have been materially accurate, our current estimates are subject to change if different assumptions as to the outcome of future events are made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited condensed consolidated financial statements.

A description of our significant accounting policies is included in the Prospectus. There have been no material changes to these policies for the quarter ended June 30, 2021.

6

2.Recent Accounting Pronouncements

Standards Adopted

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and recognition of deferred tax liabilities. This standard also simplifies the accounting for franchise taxes and enacted change in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the basis of goodwill. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. We adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Standards Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU may be applied through December 31, 2022. We are beginning to evaluate the impact of ASU 2020-04 on our consolidated financial statements.

3.Revenue Recognition

In the following table, revenue is disaggregated by service solution.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Equipment Solutions	$	72,140	$	73,710	$	154,611	$	142,115
Clinical Engineering		101,141		67,027		176,247		133,040
Onsite Managed Services		77,262		44,424		154,930		89,245
	$	250,543	$	185,161	$	485,788	$	364,400

The Company capitalizes contract costs incurred in obtaining new contracts. The contract asset included in other long-term assets in the Condensed Consolidated Balance Sheet at June 30, 2021 and December 31, 2020 was $14.5 and $13.4 million, respectively. Capitalized costs are amortized over the expected life of the related contracts, which is estimated to be five years. Amortization is computed on a straight-line basis, which coincides with the predominant expected life of the underlying contracts. Amortization costs are reflected in cost of revenue and selling, general and administrative expenses. The amount of amortization included in cost of revenue was $0.2 and $0.1 million for the three months ended June 30, 2021 and 2020, respectively and $0.3 and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. The amount of amortization included in selling, general and administrative expense was $0.8 and $0.4 million for the three months ended June 30, 2021 and 2020, respectively, and $1.4 and $0.8 million for the six months ended June 30, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized during three and six months ended 2021 and 2020.

During the three and six months ended June 30, 2021, $2.8 and $6.1 million of revenue was recognized that was included in deferred revenue at the beginning of the period.

4.Acquisitions

On March 19, 2021, we completed a stock purchase agreement to purchase all of the outstanding capital stock of Northfield Medical, Inc. (“Northfield”), a company specializing in the service and repair of medical equipment and instruments for a total consideration of approximately $475 million (“Northfield Acquisition”). The consideration consisted of $461.0 million of cash paid at closing, $11.3 million in issuance of 752,328 shares of common stock and a $2.7 million of net working capital adjustment. The results of Northfield’s operations have been included in the condensed consolidated financial statements since March 19, 2021.

7

The following summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of the Northfield Acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	10,767
Accounts receivable		16,970
Inventories		5,810
Other current assets		502
Property and equipment		11,713
Goodwill		305,417
Operating lease right-of-use assets		4,815
Other intangibles		183,700
Accounts payable		(7,331)
Accrued compensation		(7,948)
Other accrued expenses		(9,620)
Finance lease liability		(2,340)
Operating lease liability		(5,025)
Other long-term liabilities		(837)
Deferred income taxes		(34,328)
Total purchase price	$	472,265

The Other intangibles represent acquired finite-life customer relationships, which is amortized over 15 years using the sum of the years’ digits method. The total amount of goodwill that is deductible for tax purposes is $68.2 million.

Due to the recent closing of the transaction, the purchase price allocation was preliminary and will be finalized when final assessments of the fair value of acquired assets and assumed liabilities are completed. The area of the purchase price allocation that are not yet finalized include income tax related matters. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The Northfield Acquisition was funded with additional borrowings under our first lien term loan, revolving loan and cash.

The following unaudited pro forma condensed consolidated results of operations assume the Northfield Acquisition had occurred on January 1, 2020. The unaudited pro forma condensed consolidated financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually closed on that date, nor the results that may be obtained in the future.

	(Unaudited)				(Unaudited)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Revenue	$	250,543	$	208,666	$	510,735	$	416,325
Net (loss) income attributable to Agiliti, Inc. and Subsidiaries		(4,954)		(2,667)		3,723		(18,438)

Included in the determination of pro forma net income (loss) for the three and six months ended June 30, 2021 and 2020 are pro forma charges for various purchase accounting adjustments. These pro forma adjustments included depreciation and amortization of assets acquired and interest expense on additional debt to finance the acquisition. Income taxes are provided at the estimated statutory rate.

On December 11, 2020, we completed the acquisition of certain assets of a surgical laser equipment solutions provider for total consideration of approximately $8.9 million. The result of the acquired company’s operations have been included in the condensed consolidated financial statements since that date.

On January 31, 2020, we completed the acquisition of certain assets of a surgical equipment repair and maintenance service provider for total consideration of approximately $88.3 million. The result of the acquired company’s operations have been included in the condensed consolidated financial statements since that date.

8

The following summarizes the fair values of assets acquired and liabilities assumed of the January 31, 2020 acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	51
Accounts receivable		10,447
Inventories		4,591
Other current assets		208
Property and equipment		3,534
Goodwill		35,554
Operating lease right-of-use assets		2,422
Other intangibles		34,714
Accounts payable		(1,333)
Accrued compensation		(494)
Other accrued expenses		(275)
Operating lease liability		(1,142)
Total purchase price	$	88,277

The acquired intangible assets, all of which are finite-life, are comprised of trade name and customer relationships and have a weighted average useful life of approximately 14.5 years. The total amount of goodwill that is deductible for tax purposes is $35.4 million.

This acquisition was funded from the revolving loan.

5.Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 are summarized in the following table by type of inputs applicable to the fair value measurements:

	Fair Value at June 30, 2021								Fair Value at December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Deferred compensation assets	$	2,149	$	—	$	—	$	2,149	$	1,104	$	—	$	—	$	1,104
Interest rate swap		—		266		—		266		—		—		—		—
Liabilities:
Contingent consideration	$	—	$	—	$	500	$	500	$	—	$	—	$	321	$	321
Obligation under tax receivable agreement		—		—		54,353		54,353		—		—		50,600		50,600
Interest rate swap		—		953		—		953		—		1,883		—		1,883
Deferred compensation liabilities		2,149		—		—		2,149		1,104		—		—		1,104

A description of the inputs used in the valuation of assets and liabilities is summarized as follows:

Level 1 — Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 — Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to

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be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.

The deferred compensation assets are held in mutual funds. The fair value of the deferred compensation assets and liabilities is based on the quoted market prices for the mutual funds and thus represents a Level 1 fair value measurement.

On January 4, 2019, we entered into a tax receivable agreement (“TRA”) with our former owners. The fair value of the obligation under the TRA was estimated using company specific assumptions that are not observable in the market and thus represents a Level 3 fair value measurement. Management’s estimate of the valuation of the obligation under the TRA is based on a Monte Carlo model which involves the use of projected cash flows of the Company, a discount rate, and historical deferred tax assets subject to the agreement. We made a remeasurement adjustment to increase the liability by $0.2 and $0 million during the three months ended June 30, 2021 and 2020, respectively. We made a remeasurement adjustment to increase the liability by $4.3 and $0 million during the six months ended June 30, 2021 and 2020, respectively. We made no payments under TRA during the three months ended June 30, 2021 and 2020. We made $0.7 million in payments under TRA during the six months ended June 30, 2021 and no payment for the six months ended June 30, 2020.

In May 2020, we entered into an interest rate swap agreement to manage our interest rate exposure, see Note 8, Long-Term Debt. The carrying value of interest rate swap contracts is at fair value, which is determined based on current interest rate and forward interest rates as of the balance sheet date and is classified within Level 2.

Fair Value of Other Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The fair value of our outstanding First Lien Term Loan and Second Lien Term Loan (each as defined in Note 8, Long-Term Debt) as of June 30, 2021 and December 31, 2020, based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately:

	June 30, 2021				December 31, 2020
	Carrying		Fair		Carrying		Fair
(in thousands)	Value		Value		Value		Value
First Lien Term Loan (1)	$	1,021,377	$	1,031,913	$	906,624	$	911,788
Second Lien Term Loan (2)		—		—		232,361		240,000

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

6.Selected Financial Statement Information

Goodwill and Other Intangible Assets

Our goodwill as of June 30, 2021 and December 31, 2020 consist of the following:

(in thousands)
Balance at December 31, 2020	$	817,113
Acquisition		305,417
Balance at June 30, 2021	$	1,122,530

There were no impairment losses recorded on goodwill through June 30, 2021.

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Our other intangible assets as of June 30, 2021 and December 31, 2020 consist of the following:

	June 30, 2021								December 31, 2020
			Accumulated								Accumulated
(in thousands)	Cost		Amortization		Impairment		Net		Cost		Amortization		Impairment		Net
Finite-life intangibles
Customer relationship	$	696,889	$	(152,878)	$	—	$	544,011	$	513,189	$	(118,172)	$	—	$	395,017
Non-compete agreements		14,613		(11,713)		—		2,900		14,613		(9,647)		—		4,966
Trade names		3,779		(1,974)		—		1,805		3,779		(1,667)		—		2,112
Total intangible assets	$	715,281	$	(166,565)	$	—	$	548,716	$	531,581	$	(129,486)	$	—	$	402,095

Total amortization expense related to intangible assets was $20.6 and $16.7 million for the three months ended June 30, 2021 and 2020, respectively, and $37.1 and $33.1 million for the six months ended June 30, 2021 and 2020, respectively.

There were no impairment charges during three and six months ended 2021 and 2020 with respect to other intangible assets.

The estimated future amortization expense for identifiable intangible assets during the remainder of 2021 and the next five years is as follows:

(in thousands)
Remainder of 2021	$	41,189
2022		75,225
2023		68,090
2024		62,229
2025		56,367
2026		50,495

Supplementary Cash Flow Information

Supplementary cash flow information are as follows (in thousands):

	June 30,
	2021		2020
Non-cash activities:
Property and equipment purchases included in accounts payable (at end of period)	$	2,672	$	3,079
Finance lease additions		1,644		3,957
Operating lease right-of-use assets and operating lease liability additions		5,543		2,050
Issuance of common stock related to acquisition		11,300		—

7.Share-Based Compensation

The 2018 Omnibus Incentive Plan (“2018 Plan”) provides for issuance of 16.7 million nonqualified stock options, restricted stock units and performance restricted stock units to any of the Company’s executives, other key employees and certain non-employee directors. The stock options allow for the purchase of shares of common stock of the Company at prices equal to the stock’s fair market value at the date of grant. Options granted had a ten-year contractual term and vest over one to four years. The restricted stock units vest over one to four years. The performance restricted stock units vest over three years upon achievement of established performance targets as defined in the respective award agreements.

The shares issued to a grantee upon the exercise of such grantee’s options will be subject to certain restrictions on transferability as provided in the 2018 Plan. Grantees are subject to non-competition, non-solicitation and confidentiality requirements as set forth in their respective stock option grant agreements. Forfeited options, restricted stock units and performance restricted stock units are available for future issue.

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We determine the fair value of stock options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as an expense on a straight-line basis over the options’ expected vesting periods.

In connection with our IPO, we granted certain of our employees, including our named executive officers, restricted stock units, performance restricted stock units, and stock options under the 2018 Plan with respect to approximately 1.6 million shares of the Company’s common stock.

In connection with the IPO, we adopted an Employee Stock Purchase Plan (“ESPP”). A total of two million shares of our common stock are reserved for issuance under the ESPP. Employees are permitted to purchase the Company’s common stock at 85% of market value at the end of the six-month offering period ending on April 30 and October 31 each year. The Company recognizes share-based compensation expense for the discount received by participating employees. No shares were issued under the ESPP as of June 30, 2021.

Remaining authorized options, restricted stock units and performance restricted stock units available for future issuance was 8.4 million shares at June 30, 2021.

8.Long-Term Debt

Long-term debt consists of the following:

	June 30,		December 31,
(in thousands)	2021		2020
First Lien Term Loan (1)	$	1,021,377	$	906,624
Second Lien Term Loan (2)		-		232,361
Revolving Loan (3)		(2,020)		(2,481)
Finance lease liability		24,566		24,595
		1,043,923		1,161,099
Less: Current portion of long-term debt		(15,421)		(16,044)
Total long-term debt	$	1,028,502	$	1,145,055

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

(3) The carrying value of the Revolving Loan is net of unamortized deferred financing costs of $2.0 and $2.5 million as of June 30, 2021 and December 31, 2020, respectively.

First Lien Credit Facilities. On January 4, 2019, in connection with and substantially concurrent with the closing of the business combination, Agiliti Health, Inc. entered into a credit agreement (the “First Lien Credit Facilities”) with JPMorgan Chase Bank, N.A. as administrative agent, collateral agent, and letter of credit issuer, Agiliti Holdco, Inc., certain subsidiaries of Agiliti Health, Inc. acting as guarantors (the “Guarantors”), and the lenders from time to time party thereto.

The First Lien Credit Facilities originally provided for a seven-year senior secured delayed draw term loan facility in an aggregate principal amount of $660 million (the “First Lien Term Loan”) and a five-year senior secured revolving credit facility in an aggregate principal amount of $150 million (the “Revolving Loan”). In February 2020, we increased our principal First Lien Term Loan facility by $125 million and the revolving loan facility by $40 million. In October 2020 and March 2021, we further increased our principal First Lien Term Loan facility by $150 million and $200 million, respectively. All terms to the First Lien Term Loan remained the same, except these additional loans are subject to an interest rate floor of 0.75%.

The First Lien Term Loan amortizes in equal quarterly installments, commencing on June 30, 2019, in an aggregate annual amount equal to 1.00% of the original principal amount of such term loan, with the balance due and payable at maturity unless prepaid prior thereto.

Borrowings under the First Lien Credit Facilities bear interest, at Agiliti Health, Inc.’s option, at a rate per annum equal to an applicable margin (the “Applicable Margin”) over either (a) a base rate determined by reference to the highest of (1) the prime lending

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rate published in the Wall Street Journal, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for a one-month interest period, plus 1.00%, or (b) a LIBOR rate determined by reference to the LIBOR rate as set forth by the ICE Benchmark Administration for the interest period relevant to such borrowing, in each case, subject to interest rate floors.

The First Lien Credit Facilities contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of Agiliti Health, Inc. and the guarantors thereunder to incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; pay dividends and distributions or repurchase capital stock; prepay, redeem or repurchase certain indebtedness; make investments, loans and advances; enter into agreements which limit the ability of Agiliti Health, Inc. and the guarantors thereunder to incur liens on assets; and enter into amendments to certain junior lien and subordinated indebtedness in a manner materially adverse to the lenders.

Solely with respect to the Revolving Loan, commencing with the fiscal quarter ending June 30, 2019, the Company is required to maintain a leverage ratio not to exceed 7:1, when the aggregate principal amount of outstanding Revolving Loans and drawn Letters of Credit, on the last day of the most recent fiscal quarter, exceeds 35% of the total revolving credit commitments.

On April 27, 2021, the Company entered into Amendment No. 4 (the “Amendment”) to the First Lien Credit Agreement. Pursuant to the Amendment, (i) the existing Revolving Loan was terminated and a new revolving credit facility was incurred under the First Lien Credit Agreement in an aggregate principle amount of $250.0 million (the “New Revolving Credit Facility”); (ii) the interest rate margin for borrowings under the New Revolving Credit Facility was set at LIBOR plus 2.75%, with stepdowns to (A) LIBOR plus 2.50% if the first lien leverage ratio (as calculated thereunder) is less than or equal to 3.75:1.00 and (B) LIBOR plus 2.25% if the first lien leverage ratio is less than or equal to 3.25:1.00; (iii) the commitment fee on the average daily undrawn portion of the New Revolving Credit Facility was reduced to 0.3750% per annum if the first lien leverage ratio is greater than 3.25:1.00 and 0.250% if the first lien leverage ratio is less than or equal to 3.25:1.00 and (iv) borrowings under the New Revolving Credit Facility mature the earlier of (x) six months prior to the then-existing final maturity date of the related term loans and (y) January 4, 2026.

In connection with the Amendment No. 4 above, the Company incurred loss on extinguishment of debt of $0.3 million related to the write-off of unamortized deferred financing cost on the revolving credit facility.

Except as described above, the Amendment has substantially the same terms as the First Lien Credit Agreement, and amendments thereto, including customary covenants and events of default.

Second Lien Term Loan. The Second Lien Term Loan provided for an eight-year term loan facility in an aggregate principal amount of $240 million (the “Second Lien Term Loan”). The proceeds of the Second Lien Term Loan were drawn on November 15, 2019 and used to return capital to shareholders.

Borrowings under the Second Lien Term Loan bore interest, at Agiliti Health, Inc.’s option, at a rate per annum equal to an applicable margin over either (a) a base rate determined by reference to the highest of (1) the prime lending rate published in the Wall Street Journal, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for a one-month interest period, plus 1.00%, or (b) a LIBOR rate determined by reference to the LIBOR rate as set forth by the ICE Benchmark Administration for the interest period relevant to such borrowing, in each case, subject to interest rate floors. The interest rate on the Second Lien Term Loan was LIBOR rate plus 7.75% at the end of the first quarter.

We used the proceeds from the IPO to repay $240.0 million in aggregate principal amount of our Second Lien Term Loan, $80.0 million of our First Lien Term Loan and $10.0 million of our Revolving Loan facility.

In connection with the repayment of our Second Lien Term Loan in April 2021, we incurred loss on extinguishment of debt of $9.8 million which consisted of the write-off of unamortized deferred financing costs and debt discount of $7.4 million and an additional 1% redemption price or $2.4 million.

Interest Rate Swap. In May 2020, we entered into an interest rate swap agreement for a total notional amount of $500.0 million, which has the effect of converting a portion of our First Lien Term Loan to fixed interest rates. The effective date for the interest rate swap agreement was June 2020 and the expiration date is June 2023.

The interest rate swap agreement qualifies for cash flow hedge accounting under ASC Topic 815, “Derivatives and Hedging.” Both at inception and on an on-going basis, we must perform an effectiveness test. The fair value of the interest rate swap agreement at June

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30, 2021 was $0.7 million, of which $1.0 million is included in other accrued expenses and $0.3 million is included in other long-term assets on our condensed consolidated balance sheet. The change in fair value was recorded as a component of accumulated other comprehensive loss on our condensed consolidated balance sheet, net of tax, since the instrument was determined to be an effective hedge at June 30, 2021. We have not recorded any amounts due to ineffectiveness for any periods presented.

As a result of our interest rate swap agreement, we expect the effective interest rate on $350.0 million and $150.0 million of our First Lien Term Loan to be 0.3396% and 0.3290%, respectively, plus the Applicable Margin through June 2023.

We were in compliance with all financial debt covenants for all periods presented.

9.Leases

We lease facilities under operating lease agreements, which include both monthly and longer-term arrangements. Our finance leases consist primarily of leased vehicles.

The lease assets and liabilities are as follows:

		June 30,		December 31,
(in thousands)	Classification	2021		2020
Lease Assets
Operating lease assets	Operating lease right-of-use assets	$	55,048	$	51,214
Finance lease assets	Property and equipment(a)		24,825		23,513
Total leased assets		$	79,873	$	74,727
Lease Liabilities
Current
Operating	Current portion of operating lease liability	$	15,364	$	14,155
Finance	Current portion of long-term debt		7,562		6,694
Noncurrent
Operating	Operating lease liability, less current portion		44,130		40,283
Finance	Long-term debt, less current portion		17,004		17,901
Total lease liabilities		$	84,060	$	79,033

(a) Finance lease assets are recorded net of accumulated depreciation of $16,778 and $13,096 as of June 30, 2021 and December 31, 2020, respectively.

The lease cost for the three and six months ended June 30, 2021 and 2020 was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Lease Cost
Finance lease cost
Amortization of right-of-use assets	$	2,186	$	2,096	$	4,378	$	4,122
Interest on lease liabilities		196		178		378		364
Operating lease cost		4,794		2,859		9,100		5,704
Short-term lease cost		156		77		312		123
Variable lease cost		1,314		957		2,775		1,923
Total lease cost	$	8,646	$	6,167	$	16,942	$	12,236

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The maturity of lease liabilities at June 30, 2021 was as follows:

		Operating		Finance
(in thousands)		Leases		Leases		Total
Remaining of 2021	$	8,794	$	4,484	$	13,278
2022		15,148		6,929		22,077
2023		13,035		4,827		17,862
2024		11,056		3,382		14,438
2025		8,136		2,345		10,481
Thereafter		6,366		5,044		11,410
Total lease payments	$	62,535	$	27,011	$	89,546
Less: Interest		3,041		2,445		5,486
Present value of lease liabilities	$	59,494	$	24,566	$	84,060

The lease term and discount rate at June 30, 2021 were as follows:

	June 30,
Lease Term and Discount Rate	2021
Weighted-average remaining lease term (years)
Operating leases	4.4
Finance leases	2.8
Weighted-average discount rate
Operating leases	2.5
Finance leases	2.5

Other information related to cash paid related to lease liabilities and lease assets obtained for the six months ended June 30, 2021 and 2020 was as follows:

	Six Months Ended
	June 30,
(in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	378	$	364
Operating cash flows from operating leases		8,743		5,618
Financing cash flows from finance leases		4,270		3,813
Lease asset obtained in exchange for new finance lease liabilities		1,644		3,957
Lease asset obtained in exchange for new operating lease liabilities		5,543		2,050

10.Dividend

In November 2019, the Company declared a $2.23 dividend per share that was paid to holders of common stock and is paid upon vesting to holders of restricted stock units and performance restricted stock units. Dividends paid during the three months ended June 30, 2021 and 2020 were $0.02 and $0.02 million, respectively. Dividends paid during the six months ended June 30, 2021 and 2020 were $0.9 and $1.1 million, respectively.

Dividend payable was $1.2 and $2.2 million as of June 30, 2021 and December 31, 2020, respectively, of which $0.9 and $0.9 million was included in accounts payable and $0.3 and $1.3 million was included in other long-term liabilities.

11.Commitments and Contingencies

The Company, in the ordinary course of business, is subject to liability claims related to employees and the equipment that it rents and services. Asserted claims are subject to many uncertainties and the outcome of individual matters is not predictable. For certain claims where the loss is probable, a provision is recorded based on the Company’s best estimate. While the ultimate resolution of these actions may have an impact on the Company’s financial results for a particular reporting period, management believes that any such

15

resolution would not have a material adverse effect on the financial position, results of operations or cash flows of the Company and the chance of a negative outcome on outstanding litigation is considered remote.

On July 29, 2019, the Company entered into a memorandum of understanding to settle all claims in an employee related class action litigation brought in California. The Company received a release in exchange for a payment of $3.5 million. Payment of the settlement amount was made in February 2020.

12.Related Party Transaction

On January 4, 2019, the Company entered into an advisory services agreement (the “Advisory Services Agreement”) with Agiliti Holdco, Inc., Agiliti Health, Inc. and THL Managers VIII, LLC (the “Advisor”). Pursuant to the Advisory Services Agreement, the Advisor provided management, consulting and other advisory services to the Company. In consideration for these services, the Company paid to the Advisor (i) a non-refundable periodic retainer fee in an aggregate amount per fiscal quarter equal to the greater of (a) $375,000 or (b) 1% of the consolidated Adjusted EBITDA (as defined in the Advisory Services Agreement) for the immediately preceding fiscal quarter or such other amount as may be mutually agreed, with the first such payment to be made on April 15, 2019, (ii) fees in amounts to be mutually agreed in connection with any financing or refinancing, dividend, recapitalization, acquisition, disposition and spin-off or split-off transaction, (iii) in the case of an initial public offering (“IPO”), in addition to the fees under clauses (i) and (ii), an amount equal to the net present value of the higher periodic fee that would have been payable from the date of such IPO until the scheduled termination date of the Advisory Services Agreement, and (iv) fees for other management, consulting and other advisory services to be discussed in good faith among the parties. The companies also paid expenses incurred by the Advisor, its consultants and certain other parties affiliated with Advisor. Total professional services fees incurred to the Advisor were $0 and $0.6 million for the three months ended June 30, 2021 and 2020, respectively, and $0.6 and $1.1 million for the six months ended June 30, 2021 and 2020, respectively.

The Advisory Services Agreement was terminated upon the completion of the IPO. In connection with the termination of the Advisory Services Agreement, we were required to pay to the Advisor a buyout fee of approximately $7.0 million, which was expensed immediately in the second quarter.

13.Limited Liability Companies

We participate with others in the formation of LLCs in which the Company becomes a partner and shares the financial interest with the other investors. The Company is the primary beneficiary of these LLCs. These LLCs acquire certain medical equipment for use in their respective business activities, which generally focus on surgical procedures. The LLCs will acquire medical equipment for rental purposes under equipment financing leases. At June 30, 2021, the LLCs had approximately $0.5 million of total assets. The third-party investors in each respective LLC generally provide the lease financing company with individual proportionate lease guarantees based on their respective ownership percentages in the LLCs. In addition, the Company will provide such financing companies with its corporate guarantee based on its respective ownership interest in each LLC. In certain instances, the Company has provided such financing companies with an overall corporate guarantee in connection with equipment financing transactions. In such instances, the individual investors in each respective LLC will generally indemnify us against losses, if any, incurred in connection with its corporate guarantee. Additionally, we provide operational and administrative support to the LLCs in which it is a partner. As of June 30, 2021, we held interests in two active LLCs.

In accordance with guidance issued by the FASB, we account for equity investments in LLCs (in which we are the primary beneficiary) under the full consolidation method whereby transactions between the Company and the LLCs have been eliminated through consolidation.

14.Employee Benefit Plans

Pension plan benefits are to be paid to eligible employees after retirement based primarily on years of credited service and participants’ compensation. The Company uses a December 31 measurement date. Effective December 31, 2002, the Company froze the benefits under the pension plan.

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The components of net periodic benefit cost are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	196	$	241	$	393	$	477
Expected return on plan assets		(276)		(278)		(553)		(555)
Recognized net actuarial loss		73		21		146		25
Net periodic benefit cost	$	(7)	$	(16)	$	(14)	$	(53)

The Company made $0.2 and $0.2 million contribution to the pension plan during the three and six months ended June 30, 2021. The Company expects to make additional contributions of approximately $0.5 million for the remaining of 2021.

15.Income Taxes

For the three and six months ended June 30, 2021, the Company recorded income tax expense of $1.4 million and $5.9 million, respectively. For the three and six months ended June 30, 2020, the Company recorded income tax benefit of $1.1 million and $5.1 million, respectively. The income tax expense for the three and six months ended June 30, 2021 is primarily due to the tax-effect of pre-tax income from operations plus addbacks for non-deductible transaction costs, nondeductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. The income tax benefit for the three and six months ended June 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period and amended state income tax filings.

16.Concentration

For the six months ended June 30, 2021, approximately 18% of total revenue related to various contracts with the U.S. Department of Health and Human Services and the Assistant Secretary of Preparedness and Response.

On July 21, 2020, we entered into a one-year agreement with the U.S. Department of Health and Human Services and the Assistant Secretary for Preparedness and Response for the comprehensive maintenance and management services of medical ventilator equipment in exchange for up to $193 million in consideration throughout the duration of the agreement. On August 10, 2021, the agreement was extended and will now expire on September 27, 2021. See Note 18, Subsequent Event.

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17.Earnings (Loss) Per Share

The following is a reconciliation of the basic and diluted number of shares used in computing earnings (loss) per share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Basic weighted average shares outstanding		122,908,065		98,983,296		111,071,756		98,969,079
Net effect of dilutive stock awards based upon the treasury stock method		-		4,711,088		7,689,081		-
Dilutive weighted average shares outstanding		122,908,065		103,694,384		118,760,837		98,969,079
Basic earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Diluted earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Anti-dilutive share-based awards excluded from the calculation of
dilutive earnings per share		7,790,523		—		—		4,711,088

18.Subsequent Event

On August 10, 2021, Agiliti and the U.S. Department of Health and Human Services (“HHS”) and the Assistant Secretary for Preparedness and Response extended Agiliti’s agreement for the comprehensive maintenance and management services of medical ventilator equipment for a period of 60 days from the initial contract expiration date of July 27, 2021. The Company expects that HHS will issue a public request for proposal and make a new contract award prior to the September 27, 2021 expiration of the extension period.  Agiliti intends to compete for the new contract award.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 26, 2021 (“the Prospectus”). In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the sections titled “Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements as well as in Part II, Item 1A, “Risk Factors” and the section entitled “Risk Factors” in the Prospectus for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q and in our Prospectus.

BUSINESS OVERVIEW

Our Company

Unless otherwise specified, the terms “we”, “our”, “us” and the “Company” refer to Agiliti, Inc. and, where appropriate, its consolidated subsidiaries. The term “THL” refers to Thomas H. Lee Partners, L.P., our principal stockholder, and the term “THL Stockholder” refers to THL Agiliti LLC, an affiliate of Thomas H. Lee Partners, L.P.

We believe we are one of the leading experts in the management, maintenance and mobilization of mission-critical, regulated, reusable medical devices. We offer healthcare providers a comprehensive suite of medical equipment management and service solutions that help reduce capital and operating expenses, optimize medical equipment utilization, reduce waste, enhance staff productivity and bolster patient safety.

We commenced operations in 1939, originally incorporated in Minnesota in 1954 and reincorporated in Delaware in 2001. Since January 2019, we have been controlled by the THL Stockholder.

In our more than 80 years serving healthcare providers, we have built an at-scale, strong nationwide operating footprint allowing us to reach customers across the entire healthcare continuum—from individual facilities to the largest and most complex healthcare systems. Our ability to rapidly mobilize, track, repair and redeploy equipment during times of peak need or emergent events has made us a service provider of choice for city, state and federal governments to manage emergency equipment stockpiles.

Our diverse customer base includes over 7,000 active national, regional and local acute care hospitals, health system integrated delivery networks and alternate site providers (such as surgery centers, specialty hospitals, home care providers, long-term acute care hospitals and skilled nursing facilities). We serve the federal government as well as a number of city and state governments providing management and maintenance of emergency equipment stockpiles, and we are an outsourced service provider to medical device manufacturers supporting critical device remediation and repair services. We deliver our solutions through our nationwide network of over 100 service centers and seven Centers of Excellence, among which we employ a team of more than 700 specialized biomed repair technicians, more than 3,000 field-based service operators who work onsite within customer facilities or in our local service centers, and over 200 field sales and account managers. Our fees are paid directly by our customers rather than by direct reimbursement from third-party payors, such as private insurers, Medicare or Medicaid.

We deploy our solution offering across three primary service lines:

Equipment Solutions: Supplemental, peak need and per-case rental of general biomedical, specialty, and surgical equipment, contracted directly with customers at approximately 7,000 U.S. acute care hospitals and alternate site facilities. We consistently achieve high customer satisfaction ratings by delivering patient-ready equipment within our contracted equipment delivery times and in response to our technical support and educational in-servicing for equipment within clinical departments, including the emergency room, operating room, intensive care, rehabilitation and general patient care areas. We are committed to providing the highest quality of equipment to our customers, supported by our comprehensive QMS which is based on the quality standards recognized worldwide for medical devices: 21 CFR 820 and ISO 13485:2016. Revenue attributable to Equipment Solutions represented 29% and 40% of our total revenue for the three months ended June 30, 2021 and 2020, respectively, and 32% and 39% of our total revenue for the six months ended June 30, 2021 and 2020, respectively.

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Clinical Engineering Services: Maintenance, repair and remediation solutions for all types of medical equipment, including general biomedical equipment and diagnostic imaging technology, through supplemental and fully outsourced offerings. Our supplemental offering helps customers manage their equipment repair and maintenance backlog, assist with remediation and regulatory reporting and temporarily fill open biotechnical positions. Our more than 700 technical repair staff flex in and out of customer facilities on an as-needed basis. We contract our Clinical Engineering Services with acute care and alternate site facilities across the U.S., as well as with the federal government and any medical device manufacturers that require a broad logistical footprint to support their large-scale service needs. Revenue attributable to Clinical Engineering Services represented 40% and 36% of our total revenue for the three months ended June 30, 2021 and 2020, respectively, and 36% and 36% of our total revenue for the six months ended June 30, 2021 and 2020, respectively.

Onsite Managed Services: Comprehensive programs that assume full responsibility for the management, reprocessing and logistics of medical equipment at individual facilities and IDNs. Our more than 1,700 onsite employees work 24/7 in customer facilities, augmenting clinical support by integrating proven equipment management processes, utilizing our proprietary management software and conducting daily rounds and unit based training to ensure equipment is used and managed properly, overall helping to optimize day-to-day operations, adjust for fluctuations in patient census and acuity and support better care outcomes. Revenue attributable to Onsite Managed Services represented 31% and 24% of our total revenue for the three months ended June 30, 2021 and 2020, respectively, and 32% and 24% of our total revenue for the six months ended June 30, 2021 and 2020, respectively.

Many of our customers have multiple contracts and have revenue reported in multiple service lines. Our contracts vary based upon service offering, including with respect to term (with most being multi-year contracts), pricing (daily, monthly and fixed fee arrangements) and termination (termination for convenience to termination for cause only). Many of our contracts contain customer commitment guarantees and annual price increases tied to the consumer price index. Standard contract terms include payment terms, limitation of liability, force majeure provisions and choice of law/venue.

Impact of COVID-19 on our Business

We have taken proactive action to protect the health and safety of our employees, customers, partners and suppliers. There continues to be uncertainty related to the full extent of the impact of the COVID-19 outbreak on our future results, but we believe our business model and our available borrowings under our Revolving Credit Facility position us well to continue to manage our business through this crisis.

We continue to monitor the evolving situation and guidance from federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future.

Initial Public Offering

On April 22, 2021, our registration statement on Form S-1 (File No. 333-253947) related to our initial public offering (“IPO”) was declared effective by the SEC, and our common stock began trading on the New York Stock Exchange (“NYSE”) on April 23, 2021. Our IPO closed on April 27, 2021.

RESULTS OF OPERATIONS

The following discussion addresses:

● our financial condition as of June 30, 2021; and

● the results of operations for the three and six-month periods ended June 30, 2021 and 2020.

This discussion should be read in conjunction with the consolidated condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q and the Management’s Discussion and Analysis of Financial Condition and Results of Operations section included in the Prospectus.

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The following table provides information on the percentages of certain items of selected financial data compared to total revenue for the three and six-month periods ended June 30, 2021 and 2020.

	Percent to Total Revenue				Percent to Total Revenue
	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	60.4		63.6		58.7		65.6
Gross margin	39.6		36.4		41.3		34.4
Selling, general and administrative	32.4		28.4		30.9		29.9
Operating income	7.2		8.0		10.4		4.5
Loss on extinguishment of debt	4.0		—		2.1		—
Interest expense	4.7		8.2		6.1		9.0
(Loss) income before income taxes and noncontrolling interest	(1.5)		(0.2)		2.2		(4.5)
Income tax expense (benefit)	0.6		(0.6)		1.2		(1.4)
Consolidated net (loss) income	(2.1)	%	0.4	%	1.0	%	(3.1)	%

Consolidated Results of Operations for the three months ended June 30, 2021 compared to the three months ended June 30, 2020

Total Revenue

The following table presents revenue by service solution for the three months ended June 30, 2021 and 2020 (in thousands).

	Three Months Ended
	June 30,
	2021		2020		% Change
Equipment Solutions	$	72,140	$	73,710	(2.1)	%
Clinical Engineering		101,141		67,027	50.9
Onsite Managed Services		77,262		44,424	73.9
Total Revenue	$	250,543	$	185,161	35.3	%

Total revenue for the three months ended June 30, 2021 was $250.5 million, compared to $185.2 million for the three months ended June 30, 2020, an increase of $65.3 million or 35.3%. Equipment Solutions revenue decreased 2.1% primarily driven by decreased demand for equipment needed to fight the COVID-19 pandemic. Although difficult to determine, we have estimated that in the second quarter of 2020, the overall favorable impact from COVID-19 was approximately $8 million to $10 million. In the second quarter of 2021, we estimate that the overall favorable impact from COVID-19 was less than $3 million. Clinical Engineering revenue increased 50.9% due to continued strong growth as a result of our success in signing and implementing new business contracts over the last several quarters and due to the Northfield acquisition completed on March 19, 2021. Finally, our Onsite Managed Services revenue increased 73.9% with the majority of growth coming from a new contract signed in the third quarter of 2020 for the comprehensive maintenance and management services of medical ventilator equipment.

Cost of Revenue

Total cost of revenue for the three months ended June 30, 2021 was $151.4 million compared to $117.7 million for the three months ended June 30, 2020, an increase of $33.7 million or 28.6%. On a percentage of revenue basis, cost of revenue decreased from 63.6% of revenue in 2020 to 60.4% in 2021. The decline as a percentage of revenue was driven primarily from revenue growth as we were able to leverage our fixed cost infrastructure resulting in our expenses growing at a lower rate than revenue growth.

Gross Margin

Total gross margin for the three months ended June 30, 2021 was $99.1 million, or 39.6% of total revenue, compared to $67.5 million, or 36.4% of total revenue, for the three months ended June 30, 2020, an increase of $31.6 million or 46.8%. The increase in gross margin as a percentage of revenue was primarily impacted by favorable leverage from volume growth.

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Selling, General and Administrative, Loss on Extinguishment of Debt and Interest Expense

(in thousands)

	Three Months Ended
	June 30,
	2021		2020		Change		% Change
Selling, general and administrative	$	81,056	$	52,540	$	28,516	54.3	%
Loss on extinguishment of debt		10,116		—		10,116	*
Interest expense		11,713		15,156		(3,443)	(22.7)

Selling, General and Administrative

Selling, general and administrative expense increased $28.5 million, or 54.3%, to $81.1 million for the quarter ended June 30, 2021 as compared to the same period of 2020. Selling, general and administrative expense as a percentage of total revenue was 32.4% and 28.4% for the quarter ended June 30, 2021 and 2020, respectively. The increase of $28.5 million was primarily due to the buyout fee related to the termination of the Advisory Service Agreement of $7.0 million, increases in costs and amortization expense related to the Northfield acquisition and an increase in payroll related costs associated with the growth of our business.

Loss on Extinguishment of Debt

Loss on extinguishment of debt for the quarter ended June 30, 2021 consisted of the write-off of the unamortized deferred financing cost and debt discount of $7.4 million and an additional 1% redemption price or $2.4 million related to the repayment of our Second Lien Term Loan in April 2021 and the write-off of the unamortized deferred financing cost of $0.3 million related to the amendment of our Revolving Credit Facility.

Interest Expense

Interest expense decreased $3.4 million to $11.7 million for the second quarter of 2021 as compared to the same period of 2020 primarily due to the repayment of our Second Lien Term Loan from the proceeds of the IPO.

Income Taxes

Income taxes were an expense of $1.4 million and a benefit of $1.1 million for the three months ended June 30, 2021 and 2020, respectively. The income tax expense for the three months ended June 30, 2021 was primarily related to nondeductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m). The income tax benefit for the three months ended June 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period and amended state income tax filings.

Consolidated Net (Loss) Income

Consolidated net loss increased $6.0 million to $5.2 million in the second quarter of 2021 as compared to the same period of 2020. The increase in net loss was primarily a result of the loss on extinguishment of debt.

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Consolidated Results of Operations for the six months ended June 30, 2021 compared to the six months ended June 30, 2020

Total Revenue

The following table presents revenue by service solution for the six months ended June 30, 2021 and 2020 (in thousands).

	Six Months Ended
	June 30,
	2021		2020		% Change
Equipment Solutions	$	154,611	$	142,115	8.8	%
Clinical Engineering		176,247		133,040	32.5
Onsite Managed Services		154,930		89,245	73.6
Total Revenue	$	485,788	$	364,400	33.3	%

Total revenue for the six months ended June 30, 2021 was $485.8 million, compared to $364.4 million for the six months ended June 30, 2020, an increase of $121.4 million or 33.3%. Equipment Solutions revenue increased 8.8% primarily driven by increased demand for equipment needed to fight COVID-19. Although difficult to determine, we have estimated that for the first six months of 2020, the overall favorable impact from COVID-19 was approximately $8 million to $10 million. In the first six months of 2021, we estimate that the overall favorable impact from COVID-19 was $12 million to $15 million. Clinical Engineering revenue increased 32.5% due to continued strong growth as a result of our success in signing and implementing new business contracts over the last several quarters and due to the Northfield acquisition completed on March 19, 2021. Finally, our Onsite Managed Services revenue increased 73.6% with the majority of growth coming from a new contract signed in the third quarter of 2020 for the comprehensive maintenance and management services of medical ventilator equipment.

Cost of Revenue

Total cost of revenue for the six months ended June 30, 2021 was $285.4 million compared to $239.1 million for the six months ended June 30, 2020, an increase of $46.3 million or 19.4%. On a percentage of revenue basis, cost of revenue decreased from 65.6% of revenue in 2020 to 58.7% in 2021. The decline as a percentage of revenue was driven primarily from revenue growth as we were able to leverage our fixed cost infrastructure resulting in our expenses growing at a lower rate than revenue growth.

Gross Margin

Total gross margin for the six months ended June 30, 2021 was $200.4 million, or 41.3% of total revenue, compared to $125.3 million, or 34.4% of total revenue, for the six months ended June 30, 2020, an increase of $75.1 million or 59.9%. The increase in gross margin as a percentage of revenue was primarily impacted by favorable leverage from volume growth.

Selling, General and Administrative, Loss on Extinguishment of Debt and Interest Expense

(in thousands)

	Six Months Ended
	June 30,
	2021		2020		Change		% Change
Selling, general and administrative	$	150,279	$	109,104	$	41,175	37.7	%
Loss on extinguishment of debt		10,116		—		10,116	*
Interest expense		29,733		32,974		(3,241)	(9.8)

Selling, General and Administrative

Selling, general and administrative expense increased $41.2 million, or 37.7%, to $150.3 million for the six months ended June 30, 2021 as compared to the same period of 2020. Selling, general and administrative expense as a percentage of total revenue was 30.9% and 29.9% for the six months ended June 30, 2021 and 2020, respectively. The increase of $41.2 million was primarily due to the buyout fee related to the termination of the Advisory Service Agreement of $7.0 million, increases in costs and amortization expense related to the Northfield acquisition and an increase in payroll related costs associated with the growth of our business.

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Loss on Extinguishment of Debt

Loss on extinguishment of debt for the six months ended June 30, 2021 consisted of the write-off of the unamortized deferred financing cost and debt discount of $7.4 million and an additional 1% redemption price or $2.4 million related to the repayment of our Second Lien Term Loan in April 2021 with proceeds from the IPO and the write-off of the unamortized deferred financing cost of $0.3 million related to the amendment of our Revolving Credit Facility.

Interest Expense

Interest expense decreased $3.2 million to $29.7 million for the six months ended 2021 as compared to the same period of 2020 primarily due to the repayment of our Second Lien Term Loan with proceeds from the IPO.

Income Taxes

Income taxes were an expense of $5.9 million and a benefit of $5.1 million for the six months ended June 30, 2021 and 2020, respectively. The income tax expense for the six months ended June 30, 2021 is primarily due to the tax-effect of pre-tax income from operations plus addbacks for non-deductible transaction costs, nondeductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. The income tax benefit for the six months ended June 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period and amended state income tax filings.

Consolidated Net Income

Consolidated net income increased $16.1 million to $4.4 million in the six ended June 30 2021 as compared to the same period of 2020. The increase in net income was impacted primarily by the increase in revenue.

Adjusted EBITDA

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) was $163.9 million and $106.2 million for the six months ended June 30, 2021 and 2020, respectively. Adjusted EBITDA for the six months ended June 30, 2021 was higher than 2020 primarily due to the increase in revenue.

EBITDA is defined as earnings attributable to Agiliti, Inc. before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding, non-cash share-based compensation expense, management fees and other non-recurring gains, expenses or losses, transaction costs, remeasurement of tax receivable agreement and loss on extinguishment of debt. In addition to using EBITDA and Adjusted EBITDA internally as measures of operational performance, we disclose them externally to assist analysts, investors and lenders in their comparisons of operational performance, valuation and debt capacity across companies with differing capital, tax and legal structures. We believe the investment community frequently uses EBITDA and Adjusted EBITDA in the evaluation of similarly situated companies. Adjusted EBITDA is also used by the Company as a factor to determine the total amount of incentive compensation to be awarded to executive officers and other employees. EBITDA and Adjusted EBITDA, however, are not measures of financial performance under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered as alternatives to, or more meaningful than, net income as measures of operating performance or to cash flows from operating, investing or financing activities or as measures of liquidity. Since EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and are thus susceptible to varying interpretations and calculations, EBITDA and Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. EBITDA and Adjusted EBITDA do not represent amounts of funds that are available for management’s discretionary use. EBITDA and Adjusted EBITDA presented below may not be the same as EBITDA and Adjusted EBITDA calculations as defined in the First Lien Credit Facilities. A reconciliation of net income (loss) attributable to Agiliti, Inc. to Adjusted EBITDA is included below:

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		Six Months Ended
	June 30,
(in thousands)	2021		2020
Net income (loss) attributable to Agiliti, Inc. and Subsidiaries	$	4,355	$	(11,800)
Interest expense		29,733		32,974
Income tax expense (benefit)		5,890		(5,105)
Depreciation and amortization		91,814		82,060
EBITDA		131,792		98,129
Non-cash share-based compensation expense		5,766		4,451
Management and other expenses (1)		7,626		3,010
Transaction costs (2)		4,252		562
Tax receivable agreement remeasurement		4,345		—
Loss on extinguishment of debt (3)		10,116		—
Adjusted EBITDA	$	163,897	$	106,152
Other Financial Data:
Net cash provided by operating activities	$	107,508	$	60,446
Net cash used in investing activities		(475,066)		(113,763)
Net cash provided by financing activities		264,723		130,148

(1) Management and other expenses represent (a) management fees and buyout termination fee under the Advisory Services Agreement, which was terminated in connection with the initial public offering and (b) employee related non-recurring expenses.

(2) Transaction costs represent costs associated with potential mergers and acquisitions and are primarily related to the Northfield Acquisition for the six months ended June 30, 2021.

(3) Loss on extinguishment of debt consists of the write-off of the unamortized deferred financing costs and debt discount and an additional 1% redemption price related to the repayment of our Second Lien Term Loan and the write-off of the unamortized deferred financing cost related to the amendment of our Revolving Credit Facility.

SEASONALITY

Quarterly operating results are typically affected by seasonal factors. Historically, our first and fourth quarters are the strongest, reflecting increased customer utilization during the fall and winter months. COVID-19 has impacted the seasonality of our business and the annual flu season.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash flows from operating activities and borrowings under our Revolving Credit Facility, which provides for loans in an amount of up to $250 million. Our principal uses of liquidity are to fund capital expenditures related to purchases of medical equipment, provide working capital, meet debt service requirements and finance our strategic plans.

We believe our existing balances of cash and cash equivalents, our currently anticipated operating cash flows and availability under our Revolving Credit Facility will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months. If new financing is necessary, there can be no assurance that any such financing would be available on commercially acceptable terms, or at all. To date, we have not experienced difficulty accessing the credit market; however, future volatility in the credit market may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the credit market could be limited at a time when we would like, or need to do so, which could have an adverse impact on our ability to refinance debt and/or react to changing economic and business conditions.

Net cash provided by operating activities was $107.5 and $60.4 million for the six months ended June 30, 2021 and 2020, respectively. Net cash provided by operating activities during 2021 was favorably impacted by our improved financial performance and the timing of accounts receivable collections. Partially offsetting the increase were the use of cash to pay accrued compensation related to our strong 2020 operating results and a reduction in accrued interest related to our lower debt and interest rates.

Net cash used in investing activities was $475.1 and $113.8 million for the six months ended June 30, 2021 and 2020, respectively. The increase in net cash used in investing activities was primarily due to the Northfield Acquisition completed in March 2021.

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Net cash provided by financing activities was $264.7 and $130.1 million for the six months ended June 30, 2021 and 2020, respectively. The increase in net cash provided by financing activities during 2021 was primarily due to proceeds from issuance of common stock from the IPO, partially offset by repayment of the Second Lien Term Loan.

RECENT ACCOUNTING PRONOUNCEMENT

See Note 2, Recent Accounting Pronouncements, to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of June 30, 2021, we did not have any unconsolidated SPEs.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

● effects from political and policy changes that could limit our growth opportunities;

● effects from the continued COVID-19 pandemic on our business and the economy;

● our potential inability to maintain existing contracts or contract terms with, or enter into new contracts with, our customers;

● cancellations by or disputes with customers;

● our potential failure to maintain our reputation, including by protecting intellectual property;

● effects of a global economic downturn on our customers and suppliers;

● a decrease in our customers’ patient census or services;

● competitive practices by our competitors that could cause us to lose market share, reduce our prices or increase our expenditures;

● the bundling of products and services by our competitors, some of which we do not offer;

● consolidation in the healthcare industry, which may lead to a reduction in the prices we charge;

● adverse developments with supplier relationships;

● the potential inability to change the manner in which healthcare providers traditionally procure medical equipment;

● our potential inability to attract and retain key personnel;

● our potential inability to make attractive acquisitions or successfully integrate acquire businesses;

● an increase in expenses related to our pension plan;

● the fluctuation of our cash flow;

● credit risks relating to home care providers and nursing homes;

● potential claims related to the medical equipment that we outsource and service;

● the incurrence of costs that we cannot pass through to our customers;

● a failure of our management information systems;

● limitations inherent in all internal controls systems over financial reporting;

● social unrest;

● our failure to keep up with technological changes;

● our failure to coordinate the management of our equipment;

● challenges to our tax positions or changes in taxation laws;

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● litigation that may be costly to defend;

● uncertainty surrounding healthcare reform initiatives;

● federal privacy laws that may subject us to more stringent penalties;

● our relationship with healthcare facilities and marketing practices that are subject to federal Anti-Kickback Statute and similar state laws;

● our contracts with the federal government that subject us to additional oversight;

● the impact of changes in third-party payor reimbursement for healthcare items and services on our customers’ ability to pay for our services;

● the highly regulated environment our customers operate in;

● potential recall or obsolescence of our large fleet of medical equipment; and

● other factors disclosed in the section entitled “Risk Factors” in this Form 10-Q, in our Prospectus, and elsewhere in our filings with the SEC.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk arising from adverse changes in interest rates, fuel costs and pension valuation. We do not enter into derivatives or other financial instruments for speculative purposes.

Interest Rates

We use both fixed and variable rate debt as sources of financing. As of June 30, 2021, we had approximately $1,061.9 million of total debt outstanding before netting with deferred financing costs and unamortized debt discount, of which $537.4 million was bearing interest at variable rates. Based on variable debt levels at June 30, 2021, a 1.0 percentage point change in interest rates on variable rate debt would have resulted in annual interest expense fluctuating by approximately $5.4 million.

Fuel Costs

We are exposed to market risks related to changes in the price of gasoline used to fuel our fleet of delivery and sales vehicles. A hypothetical 10% increase in the first six months of 2021 average price of unleaded gasoline, assuming gasoline usage levels for the six months ended June 30, 2021, would lead to an annual increase in fuel costs of approximately $0.5 million.

Pension

Our pension plan assets, which were approximately $24.6 million at December 31, 2020, are subject to volatility that can be caused by fluctuations in general economic conditions. Continued market volatility and disruption could cause declines in asset values, and if this occurs, we may need to make additional pension plan contributions and our pension expense in future years may increase. A hypothetical 10% decrease in the fair value of plan assets at December 31, 2020 would lead to a decrease in the funded status of the plan of approximately $2.5 million.

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Other Market Risk

As of June 30, 2021, we have no other material exposure to market risk.

Item 4.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.

(b) Changes in internal control over financial reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

The Company, in the ordinary course of business, is subject to liability claims related to employees and the equipment that it rents and services. Asserted claims are subject to many uncertainties and the outcome of individual matters is not predictable. While the ultimate resolution of these actions may have an impact on the Company’s financial results for a particular reporting period, management believes that any such resolution would not have a material adverse effect on the financial position, results of operations or cash flows of the Company and the chance of a negative outcome on outstanding litigation is considered remote. See the additional information in Note 11, Commitments and Contingencies, to the condensed consolidated financial statements included in Part I, Item 1 of the Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Prospectus and under Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, other than:

We may be unable to maintain existing contracts or contract terms or enter into new contracts with our customers.

Our revenue maintenance and growth depend, in part, on continuing contracts with customers, including through GPOs and IDNs, with which certain of our customers are affiliated. In the past, we have been able to maintain and renew the majority of such contracts and expand the solutions we offer under such contracts. If we are unable to maintain our contracts, or if the GPOs or IDNs seek additional discounts or other more beneficial terms on behalf of their members, we may lose a portion or all of existing business with, or revenues from, customers that are members of such GPOs and IDNs. In addition, certain of our customers account for large portions of our revenue. From time to time, a single customer, depending on the current status and volumes of a number of separate contracts, may account for 10% or more of our total revenue. As a result, the actions of even a single customer can expose our business and operating results to greater volatility.

On July 21, 2020, we entered into a one-year agreement with the U.S. Department of Health and Human Services (“HHS”) and the Assistant Secretary for Preparedness and Response (the “HHS Agreement”) for the comprehensive maintenance and management services of medical ventilator equipment in exchange for up to $193.0 million. On August 10, 2021, the HHS Agreement, which was originally set to expire on July 27, 2021, was extended for an additional period of 60 days. The Company expects that HHS will issue a public request for proposal and make a new contract award prior to the September 27, 2021 expiration of the extension period. Agiliti intends to compete for the new contract award. As a result, we expect that the U.S. Department of Health and Human Services and the Assistant Secretary of Preparedness and Response will continue to be our largest customer during the duration of the HHS Agreement. Although we expect to have the opportunity to complete a request for proposal for continuing contracts with HHS

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following the expiration of the HHS Agreement, to the extent the HHS Agreement or other contracts with significant customers are not renewed or are terminated, our revenue and operating results would be significantly impacted.

For the six months ended June 30, 2021, approximately 18% of total revenue related to various contracts with HHS and the Assistant Secretary of Preparedness and Response.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

Set forth below is information regarding securities issued by us during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

Since March 31, 2021, we have issued the following unregistered securities:

● On May 4, 2021, we issued 175,000 shares of common stock in connection with the exercise of stock options by a former employee. The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act of 1933 in reliance upon Section 4(a)(2) of the Securities Act of 1933 or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

● In June 2021, we issued 75,428 shares of common stock in connection with the exercise of warrants. The issuance of these securities were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act of 1933.

Use of Proceeds

On April 27, 2021, we completed our IPO, in which we sold 30,263,157 shares of common stock at price to the public of $14.00 per share. The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-253947), which was declared effective by the SEC on April 22, 2021.

As of June 30, 2021, all proceeds from the IPO have been applied as described in our final prospectus filed with the SEC on April 26, 2021, pursuant to Rule 424(b) of the Securities Act.

Item 6.Exhibits

Exhibit Number	Description
3.1	Second Amended and Restated Certificate of Incorporation of Agiliti, Inc.
3.2	Third Amended and Restated Bylaws of Agiliti, Inc.
4.1	Amended and Restated Registration Rights Agreement, dated as of April 27, 2021, by and among Agiliti, Inc., THL Agiliti LLC, Thomas J. Leonard and the individuals listed therein.
10.1	Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among Agiliti, Inc. and THL Agiliti LLC.
10.2	Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-8 filed on April 29, 2021).
10.3	Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 filed on April 29, 2021).

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10.4	Amendment No. 4 to Credit Agreement, dated as of April 27, 2021, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 3, 2021).
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101.

* Furnished, not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2021

Agiliti, Inc.
By	/s/ Thomas J. Leonard
Thomas J. Leonard
Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
By	/s/ James B. Pekarek
James B. Pekarek
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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EX-3.1

EXECUTION

Exhibit 3.1

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AGILITI, INC.

April 26, 2021

Agiliti, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1.The name of the Corporation is “Agiliti, Inc.” The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 1, 2018 (the "Original Certificate of Incorporation"), and its amended and restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 4, 2019 (the "Amended and Restated Certificate of Incorporation").

2.This Second Amended and Restated Certificate of Incorporation (this “Certificate”), which both restates and amends the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, as previously amended and restated, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

3.The text of the  Certificate of Incorporation of the Corporation, as amended and/or restated, is hereby restated and amended in its entirety to read as follows:

Article I 
NAME

The name of the corporation is Agiliti, Inc.

Article II 
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

Article III 
REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

Article IV 
CAPITALIZATION

Section 4.1Authorized Capital Stock.  The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 550 million shares consisting of:

(a)500 million shares of common stock, par value $0.0001 per share (the “Common Stock”), and

(b)50 million shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

The Preferred Stock and the Common Stock shall have the designations, rights, powers and preferences and the qualifications, restrictions and limitations thereof, if any, set forth below.

Section 4.2Preferred Stock.  The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section 4.3Common Stock.

(a)The Board is hereby expressly authorized to provide for the issuance of shares of Common Stock from time to time. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(b)Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Certificate (including any Preferred Stock Designation), holders of shares of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation) or the DGCL.

(c)Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(d)Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

Section 4.4The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Certificate (including any Preferred Stock Designation).

Article V 
BOARD OF DIRECTORS

Section 5.1Board Powers.  Except as otherwise provided in this Certificate or the DGCL, the business and affairs of the Corporation shall be managed by, or under the direction of, the Board.  In addition to the powers

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and authority expressly conferred upon the Board by statute, this Certificate or the Bylaws of the Corporation (as amended and/or restated, the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate, and any Bylaws; provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted. Notwithstanding the foregoing, for so long as THL Agiliti LLC (“THL”) beneficially owns in the aggregate (directly or indirectly) at least 30% or more of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, the Chair of the Board of Directors may only be designated by a majority of the directors nominated or designated for nomination by THL.

Section 5.2Number, Election and Term.

(a)Subject to the Amended and Restated Director Nomination Agreement, dated as of April 27, 2021 (as it may be amended, restated, supplemented and/or otherwise modified from time to time, the “Amended and RestatedDirectorNomination Agreement”), by and between the Corporation and THL and any rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances or otherwise, the number of directors which shall constitute the Board shall be fixed from time to time exclusively by resolution of the Board.

(b)Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III.  The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the date that the Common Stock is first publicly traded (the “IPO Date”); the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the IPO Date; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the IPO Date. For the purposes hereof, the Board may assign directors already in office to Class I, Class II and Class III, in accordance with the terms of the Amended and Restated Director Nomination Agreement. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the IPO Date, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders.

(c)Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.3Newly Created Directorships and Vacancies.  Subject to Section 5.5 hereof and except as otherwise set forth in the Amended and Restated Director Nomination Agreement, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4Removal; Resignation.  Subject to the rights of the holders of any series of Preferred Stock then outstanding and notwithstanding any other provision of this Certificate, (i) prior to the first date (the “Trigger Date”) on which THL and their Affiliated Companies (as defined herein) cease to beneficially own (directly or indirectly) 40% or more of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (“Voting Stock”), directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the voting power of the then outstanding shares of Voting Stock, voting together as a single class and (ii) on and after the Trigger Date, directors

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may only be removed for cause and only upon the affirmative vote of stockholders representing at least sixty-six and two-thirds percent (662/3%) of the voting power of the then outstanding shares of Voting Stock.  Any director may resign at any time upon notice in writing or by electronic transmission to the Corporation.

Section 5.5Preferred Stock - Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, have the right to elect additional directors pursuant to the provisions of this Certificate (including any Preferred Stock Designation) in respect of such series, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal.  Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors cease to have  such right pursuant to the provisions of this Certificate (including any Preferred Stock Designation), the terms of office of  all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Article VI 
MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 6.1Special Meetings.  Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by (i) the Chairman of the Board, the President of the Corporation, the Chief Executive Officer of the Corporation or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied or (ii) prior to the first date (the “Stockholder Consent Trigger Date”) on which THL and its Affiliated Companies cease to beneficially own in the aggregate (directly or indirectly) at least 35% of the voting power of the then outstanding Voting Stock, by the Chairman of the Board at the written request of the holders of a majority of the voting power of the then outstanding shares of Voting Stock in the manner provided for in the Bylaws.  Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons. Any business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 6.2Advance Notice.  Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 6.3Action by Written Consent.  Prior to the Stockholder Consent Trigger Date, any action which is required or permitted to be taken by the Corporation’s stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereon were present and voted. From and after the Stockholder Consent Trigger Date, any action required or permitted to be taken by the Corporation’s stockholders may be taken only at a duly called annual or special meeting of the Corporation’s stockholders and the power of stockholders to consent in writing without a meeting is specifically denied; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided the resolutions creating such series of Preferred Stock.

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Article VII 
LIMITED LIABILITY

Section 7.1Limitation of Director Liability.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.  Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.  

Article VIII 
CORPORATE OPPORTUNITY

Section 8.1Corporate Opportunity.

(a)In recognition and anticipation that (i) certain of the directors, partners, principals, officers, members, managers and/or employees of THL or its Affiliated Companies may serve as directors or officers of the Corporation and (ii) THL and its Affiliated Companies engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) that the Corporation and its Affiliated Companies may engage in material business transactions with THL and its Affiliated Companies, and that the Corporation is expected to benefit therefrom, the provisions of this Article VIII are set forth to regulate and define to the fullest extent permitted by law the conduct of certain affairs of the Corporation as they may involve THL and/or its Affiliated Companies and/or their respective directors, partners, principals, officers, members, managers and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (collectively, the “Exempted Persons”), and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith. As used in this Certificate , “Affiliated Companies” shall mean (a) in respect of THL, any entity that Controls, is Controlled by or under common Control with THL (other than the Corporation and any company that is controlled by the Corporation) and any investment funds managed by THL and (b) in respect of the Corporation, any company controlled by the Corporation.

(b)In addition to and notwithstanding the foregoing provisions of this Article VIII, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

(c)Except in the case of a corporate opportunity expressly offered to a director or officer of the Corporation in his or her capacity as such that is not excluded under paragraph (b) above , if a director or officer of the Corporation who is also a director, officer, employee or representative of an Exempted Person or any of their respective affiliates acquires knowledge of a potential transaction or matter which may be a corporate opportunity, the Corporation shall have no interest in such corporate opportunity and no expectancy that such corporate opportunity be offered to it, any such interest or expectancy being hereby renounced, so that such person shall have no duty to present such corporate opportunity to the Corporation and shall have the right to hold and exploit any such corporate opportunity for its (and its officers’, employees’, directors’, agents’, stockholders’, members’, partners’, affiliates’ or subsidiaries’) own account or to direct, sell, assign or transfer such corporate opportunity to persons other than the Corporation. Such person shall not breach any fiduciary duty to the Corporation or to its stockholders by reason of the fact that such person does not present such corporate opportunity to the Corporation or pursues, acquires or exploits such corporate opportunity for itself or directs, sells, assigns or transfers such corporate opportunity to another person.

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Section 8.2Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VIII.

Article IX 
BUSINESS COMBINATIONS

Section 9.1Section 203 of the DGCL. The Corporation expressly elects not to be subject to the provisions of Section 203 of the DGCL.

Section 9.2Limitations on Business Combinations. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with any interested stockholder for a period of three (3) years following the time that such stockholder became an interested stockholder (as defined below), unless:

(a) prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

Section 9.3Definitions. For purposes of this Article IX, the term:

(a) “Affiliate” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such person.

(b) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section 9.2 is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation

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determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)-(E) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)-(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d) “Control,” including the terms “Controlling,” “Controlled by” and “under common Control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article IX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(e) “Exempted Holders” means THL or any of its Affiliated Companies or associates including investment funds managed by Thomas H. Lee Partners, L.P., or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of voting stock of the Corporation.

(f) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an Affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, or (iii) an Affiliate or associate of any such person described in clauses (i) and (ii); provided, however, that the term “interested stockholder” shall not include (A) the Exempted Holders, (B) any person who would otherwise be an interested stockholder because of a transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition of five percent (5%) or more of the outstanding voting stock of the Corporation (in one transaction or a series of transactions) by an Exempted Holder to such person, or (C) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, that such person specified in this clause (C) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation,

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except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(g) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its Affiliates or associates:

(i) beneficially owns such stock, directly or indirectly; or

(ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s Affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose Affiliates or associates beneficially own, directly or indirectly, such stock.

(h) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(i) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(j) “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentages of the votes of such voting stock.

Article X 
AMENDMENTS

Section 10.1Amendments to Bylaws.   Subject to the rights of holders of any series of Preferred Stock then outstanding, in furtherance and not in limitation of the powers conferred by law, prior to the first date (the “Amendment Trigger Date”) on which THL and its Affiliated Companies cease to beneficially own in the aggregate (directly or indirectly) at least 50% of the voting power of the then outstanding Voting Stock, the Bylaws may be amended, altered or repealed and new bylaws made by, (i) the Board and (ii) the stockholders with, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any resolution setting forth the terms of any series of Preferred Stock) and any other vote otherwise required by applicable law, the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of Voting Stock, voting together as a single class. From and after the Amendment Trigger Date, the Bylaws may be amended, altered or repealed and new bylaws made by (i) the Board or (ii) in addition to any of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of the then outstanding Voting Stock, voting together as a single class.

Section 10.2Amendments to Certificate . Subject to the rights of holders of any series of Preferred Stock then outstanding, in addition to any affirmative vote of the holders of any particular class or series of the capital stock required by law, this Certificate or otherwise, no provision of Article V, Article VI, Article VII, Article IX, Article X

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or Article XI of this Certificate may be altered, amended or repealed in any respect, nor may any provision of this Certificate inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate or otherwise required by law, (i) prior to the Amendment Trigger Date, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Voting Stock, voting together as a single class, and (ii) from and after the Amendment Trigger Date, such alteration, amendment, repeal or adoption is approved by the affirmative vote of holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all outstanding shares of Voting Stock, voting together as a single class, at a meeting of the Corporation’s stockholders called for that purpose.

Article XI 
FORUM

Section 11.1Exclusive Forum.

(a) Unless the Corporation consents in writing to the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation arising pursuant to any provision of the DGCL, the Certificate or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), or (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended), (v) any action asserting a claim against the corporation or any director, officer, employee or agent of the Corporation governed by the internal affairs doctrine or (vi) any action asserting an "internal corporate claim" as that term is defined in Section 115 of the DGCL. For the avoidance of doubt, this Section 11.1 of ARTICLE XI shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933 or the Exchange Act of 1934.

(b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 against the Corporation or any director, officer, employee or agent of the Corporation.

Section 11.2Notice. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including, without limitation, shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this Article XI.

Article XII 
ENFORCEABILITY

If any provision or provisions of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate (including, without limitation, each portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, Agiliti, Inc. has caused this Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

AGILITI, INC.

By:_/s/ Thomas J. Leonard
Name: Thomas J. Leonard
Title: Chief Executive Officer

[Signature Page to Second Amended and Restated Certificate of Incorporation]

EX-3.2

FINAL

Exhibit 3.2

THIRD AMENDED AND RESTATED BYLAWS
OF
AGILITI, INC.

A Delaware corporation
Adopted as of April 26, 2021

Article I 

OFFICES

Section 1.1Registered Office. The registered office of Agiliti, Inc. (the “Corporation”) within the State of Delaware shall be as stated in the corporation’s certificate of incorporation then in effect (the “Certificate of Incorporation”).

Section 1.2Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

Article II 

STOCKHOLDERS’ MEETINGS

Section 2.1Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by a resolution of the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting pursuant to Section 2.7 of these Third Amended and Restated Bylaws (these “Bylaws”).

Section 2.2Special Meetings. Subject to the rights of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”) and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only in the manner provided in the Certificate of Incorporation. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).

Section 2.3Notices. Notice of each stockholders’ meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), the Certificate of Incorporation or these Bylaws. If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed

or rescheduled, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon Public Announcement (as defined in Section 2.7(c)(iv)) given before the date previously scheduled for such meeting.

Section 2.4Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote thereon  may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5Voting of Shares.

(a)Voting Lists. The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b)Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c)Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting, if permitted by the Certificate of Incorporation, may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed with the Secretary before being

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voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

(i)A stockholder, or such stockholder’s authorized officer, director, employee or agent, may execute a writing authorizing another person or persons to act for such stockholder as proxy.

(ii)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.

Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original document for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.

(d)Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e)Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who, unless otherwise required by law, may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; certify their determination of the number of shares represented at the meeting and their count of all votes and ballots and have any other duties prescribed by law. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with

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Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7Advance Notice for Business and Nominations.

(a)Annual Meetings of Stockholders. Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only as (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board or any duly authorized committee thereof, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or any duly authorized committee thereof or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record (A) on the date of the giving of the notice provided for in this Section 2.7(a), (B) on the record date for the determination of stockholders entitled to vote at such annual meeting, and (C) at the time of the annual meeting, (y) is entitled to vote and the meeting and (z) who complies with the notice procedures set forth in this Section 2.7(a). For the avoidance of doubt, the foregoing clause (z) of this Section 2.7(a) shall be the exclusive means for a stockholder to make nominations or propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or business brought by THL (as defined below) and any entity that controls, is controlled by or under common control with THL (other than the Corporation and any company that is controlled by the Corporation) and any investment funds managed by THL (the “THL Affiliates”) at any time prior to the Advance Notice Trigger Date (as defined below)) before an annual meeting of stockholders.

(i)In addition to any other applicable requirements, for business or nominations (other than business brought by THL Agiliti LLC (“THL”) and THL Affiliates at any time prior to the date when THL ceases to beneficially own in the aggregate (directly or indirectly) at least 10% of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Advance Notice Trigger Date”)) to be properly brought before an annual meeting by a stockholder pursuant to clause (z) of Section 2.7(a), such stockholder must have given timely notice thereof in proper form and in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii) and other than such a notice by THL prior to the Advance Notice Trigger Date, which may be delivered at any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Act related to the next annual meeting of stockholders, a stockholder’s notice to the Secretary with respect to such business or nomination, to be timely, must be delivered to the Secretary not earlier than the Close of Business on the 120th day nor later than the Close of Business on the 90th day prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on April 26, 2021); provided that, in the event that the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year (other than for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded), notice by the stockholder to be timely must be so delivered not earlier than the Close of Business on the 120th day prior to the date of such annual meeting and not later than the Close of Business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which Public Announcement of the date of such meeting is first made by the Corporation. The Public Announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a)(i). Notices delivered pursuant to this Section 2.7(a) of this Article II will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business Day). For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws.

(ii)To be in proper form, a stockholder’s notice to the Secretary (whether given pursuant to Section 2.7(a) or Section 2.7(b)) must:

(A) with respect to any business other than the nomination of a director or directors that the stockholder proposes to bring before the annual meeting, set forth (1) (a) a brief description of the business desired to be brought before the annual meeting and (b) the text, if any, of the proposal or business (including the specific text of any resolutions

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proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the specific language of the proposed amendment), (2) the reasons for conducting such business at the annual meeting and any material interest of such Holder and any Stockholder Associated Person (as such terms are defined below), and (3) a description of all agreements, arrangements or understandings between each Holder and any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(B)set forth, as to the stockholder giving the notice (the “Noticing Stockholder”) and the beneficial owner, if any, on whose behalf the nomination or proposal is made (collectively with the Noticing Stockholder, the “Holders” and each a “Holder”): (1) the name and address as they appear on the Corporation’s books of each Holder and the name and address of any Stockholder Associated Person, (2) (a) the class or series and number of shares of capital stock of the Corporation which are owned indirectly or directly beneficially or of record by each Holder and any Stockholder Associated Person (provided that, for purposes of this Section 2.7(a)(ii), any such person shall in all events be deemed to beneficially own any shares of capital stock of the Corporation as to which such person has a right to acquire beneficial ownership at any time in the future), (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived, in whole or in part, from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each Holder and any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, (c) any proxy, contract, arrangement, understanding or relationship pursuant to which each Holder and any Stockholder Associated Person has a right to vote or has granted a right to vote any security of the Corporation, (d) any Short Interest (as defined below) held by each Holder and any Stockholder Associated Person presently or within the last 12 months in any security of the Corporation (for purposes of these Bylaws, a person shall be deemed to have a “Short Interest” in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any agreement, arrangement or understanding (including any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) between and among each Holder and/or any Stockholder Associated Person, on the one hand, and any person acting in concert with any such person, on the other hand, with the intent to, or the effect of which may be to, transfer to or from any such person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation or to increase or decrease the voting power of any such person with respect to any security of the Corporation, (f) any direct or indirect legal, economic or financial interest (including Short Interest) of each Holder and any Stockholder Associated Person in the outcome of any vote to be taken at any annual or special meeting of stockholders of the Corporation or any other entity with respect to any matter that is substantially related, directly or indirectly, to any nomination or business proposed by any Holder under this Bylaw, (g) any rights to dividends on any security of the Corporation owned beneficially by each Holder and any Stockholder Associated Person that are separated or separable from the underlying security of the Corporation, (h) any proportionate interest in any security of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which any Holder or any Stockholder Associated Person is a general partner or is the manager or a managing member or, directly or indirectly, beneficially owns any interest in the manager or managing member of a limited liability company or similar entity, (i) any performance-related fees (other than an asset-based fee) to which

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each Holder and any Stockholder Associated Person is entitled based on any increase or decrease in the value of securities of the Corporation or Derivative Instruments, if any, as of the date of such notice, and (j) any direct or indirect legal, economic or financial interest (including Short Interest) in any principal competitor of the Corporation held by each Holder and any Stockholder Associated Person (sub-clauses (a) through (j) of this Section 2.7(a)(ii)(B)(2) shall be referred to as the “Ownership Information”), (3) a representation by the Noticing Stockholder that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (4) a representation as to whether any Holder and/or any Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect any nominee and/or (b) otherwise to solicit proxies from stockholder in support of such proposal or nomination or nominations, (5) a certification that each Holder and any Stockholder Associated Person has complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares or other securities of the Corporation and such person’s acts or omissions as a stockholder of the Corporation, and (6) a representation as to the accuracy of the information set forth in the notice;

(C)set forth, as to each person, if any, whom the Noticing Stockholder proposes to nominate for election or reelection to the Board (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person (present and for the past five years), (3) the Ownership Information for such person and any member of the immediately family of such person, or any Affiliate or Associate (as such terms are defined below) of such person, or any person acting in concert therewith, (4) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (5) a complete and accurate description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three years, and any other material relationships between or among the Holders and/or any Stockholder Associated Person, on the one hand, and each proposed nominee and any member of the immediate family of such proposed nominee and his or her respective Affiliates and Associates or others acting in concert therewith, on the other hand, including, without limitation, all biographical and related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated under Regulation S-K under the Securities Act of 1933 (the “Securities Act”) (or any successor provision), if any Holder and/or any Stockholder Associated Person were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(D)with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire, representation and agreement and any and all other information required by Section 2.7(d).

(iii)A Noticing Stockholder shall further update and supplement its notice of any nomination or other business proposed to be brought before a meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.7(a) shall be true and correct (A) as of the record date for the meeting and (B) as of the date that is ten Business Days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof. Such update and supplement shall be delivered to the Secretary not later than three Business Days after the later of the record date or the date a Public Announcement is made of the notice of the record date (in the case of the update and supplement required to be made as of the record date for the meeting) and

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not later than seven Business Days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the meeting), or any adjournment, recess, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of ten Business Days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof).

(iv)The Corporation may also, as a condition to any such nomination or business being deemed properly brought before an annual meeting, require any Holder or any proposed nominee to deliver to the Secretary, within five Business Days of any such request, such other information as may reasonably be requested by the Corporation, including, without limitation, such other information (A) as may be reasonably required by the Board, in its sole discretion, to determine (1) the eligibility of such proposed nominee to serve as a director of the Corporation and (2) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (B) that the Board determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. In the event that a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, nominations of persons for election to the Board may be made at such special meeting (i) by a stockholder who submitted a request for a special meeting relating to such meeting in accordance and in compliance with Section 2.2, (ii) by or at the direction of the Board or (iii) by any stockholder (other than any stockholder who submitted a request for a special meeting relating to such meeting pursuant to Section 2.2 that included the election of directors in the request) who (A) is a stockholder of record (1) at the time the notice provided for in this Bylaw is given, (2) on the record date for the determination of stockholders of the Corporation entitled to vote at the meeting, and (3) at the time of the meeting, (B) is entitled to vote at the meeting and (C) complies with the procedures set forth in Section 2.7(a), including delivering the stockholder’s notice required by Section 2.7(a) with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.7(a)(ii)(D)) to the Secretary not earlier than the Close of Business on the 120^th day prior to such special meeting, nor later than the Close of Business on the later of the 90^th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees, if any, proposed by the Board to be elected at such meeting (other than such a notice by THL prior to the Advance Notice Trigger Date, which may be delivered at any time up to the later of thirty-five (35) days prior to the special meeting of stockholders and the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting). In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c)General.

(i)Only such persons who are nominated in accordance with the procedures set forth in this Section 2.7 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with procedures set forth in this Bylaw, except as may be otherwise provided by the Nomination Agreement (defined below) or by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nothing in this Section 2.7 shall be deemed to affect any rights of the parties to the Nomination Agreement or the holders of Preferred Stock to elect directors pursuant to the Nomination Agreement or the Certificate of Incorporation or the right of the Board to fill newly created directorships and vacancies on the Board pursuant to the Nomination Agreement or the Certificate of Incorporation. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 2.7(a)(ii)(B)(4)) and (b) if any proposed nomination or business was not made or proposed in compliance with this Bylaw, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.

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(ii)Notwithstanding the foregoing provisions of this Bylaw, unless otherwise required by law, if the Noticing Stockholder (or a Qualified Representative thereof) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or propose business, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(iii)For purposes of this Section 2.7, delivery of any notice or materials by a stockholder as required under this Section 2.7 shall be made by both (1) hand delivery, overnight courier service or by certified or registered mail, return receipt required, in each case, to the Secretary at the principal executive offices of the Corporation and (2) electronic mail to the Secretary.

(iv)Definitions. For purposes of these Bylaws:

(A)“Affiliate” shall have the meaning attributed to such term in Rule 12b-2 under the Exchange Act and the rules and regulations promulgated thereunder.

(B)“Associate” shall have the meaning attributed to such term in Rule 12b-2 under the Exchange Act and the rules and regulations promulgated thereunder.

(C)“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Minneapolis, MN or New York, NY are authorized or obligated by law or executive order to close;

(D)“Close of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close of Business on the immediately preceding Business Day;

(E)“Public Announcement” shall mean any method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public or the furnishing or filing of any document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder;

(F)to be considered a “Qualified Representative” of a stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized in a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the presentation of any matters at any meeting of stockholders stating that such person is authorized to act for such stockholder as proxy at such meeting of stockholders; and

(G)“Stockholder Associated Person” of any Holder means (A) any person acting in concert with such Holder, (B) any person controlling, controlled by or under common control with such Holder or any of their respective Affiliates and Associates, or person acting in concert therewith and (3) any member of the immediate family of such Holder or an Affiliate or Associate of such Holder.

(v)Notwithstanding the foregoing provisions of this Section 2.7, a stockholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Bylaw; provided that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to nomination or proposals as to any other business to be considered pursuant to Section 2.7(a) or Section 2.7(b). Nothing in this bylaw shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or any applicable

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federal or state securities law with respect to that stockholder’s request to include proposals in the Corporation’s proxy statement.

(d)Submission of Questionnaire; Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a proposed nominee must deliver in writing (in accordance with the time periods prescribed for delivery of notice under this Section 2.7) to the Secretary (A) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days) and (B) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days) that such person (1) is not and will not become a party to (x) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, (3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable rules of the exchanges upon which securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and (4) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.

Section 2.8Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, by a Vice President (in the order as determined by the Board), or in the absence, inability or refusal of the foregoing persons to act, by such other person as shall be appointed by the Board. The Board may adopt by resolution such rules, regulations and procedures for the conduct of the meeting of stockholders as it shall deem appropriate, including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) limitations on the time allotted to questions or comments by participants and (f) restrictions on the use of mobile phones, audio or video recording devices and similar devices at the meeting. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a nomination or matter or business was not properly brought before the meeting and if such chairman should so determine, such chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The chairman of the meeting shall have the power, right and authority, for any or no reason, to convene, recess and/or adjourn any meeting of stockholders. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability

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or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9Consents in Lieu of Meeting. So long as stockholders of the Corporation have the right to act by written consent in accordance with Section 7.3 of the Certificate of Incorporation, the following provisions shall apply:

(a)Record Date. For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting as may be permitted by the Certificate of Incorporation or the certificate of designation relating to any outstanding class or series of Preferred Stock, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date on which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take action by written consent in lieu of a meeting of stockholders shall, by written notice delivered to the Secretary at the Corporation’s principal place of business during regular business hours, request that the Board fix a record date, which notice shall include the text of any proposed resolutions. Notices delivered pursuant this Section 2.9(a) will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding business day). The Board shall promptly, but in all events within ten (10) days after the date on which such written notice is properly delivered to and deemed received by the Secretary, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board pursuant to the first sentence of this Section 2.9(a)). If no record date has been fixed by the Board pursuant to this Section 2.9(a) or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required pursuant to applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to Section 2.9(b); provided, however, that if prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall in such an event be at the Close of Business on the day on which the Board adopts the resolution taking such prior action.

(b)Generally. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days (or the maximum number permitted by applicable law) after the earliest dated consent delivered to the Corporation in the manner required by applicable law, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given by the Corporation (at its expense) to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that the written consent signed by a sufficient number of holders to take the action was delivered to the Corporation.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.  Any copy, facsimile or other reliable reproduction of consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Any such consent shall be inserted into the minute book as if it were the minutes of a meeting of stockholders.

Section 2.10Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall

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be the Close of Business on the next day preceding the day on which notice is first given, or, if notice is waived, at the Close of Business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting in conformity herewith; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 2.10 at the adjourned meeting.

Article III 

DIRECTORS

Section 3.1Powers; Number. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.  

Section 3.2Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

Article IV 

BOARD MEETINGS

Section 4.1Annual Meetings. The Board shall meet without other notice than this Bylaw as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in these Bylaws or as otherwise required by law.

Section 4.2Regular Meetings. Regularly scheduled, periodic meetings, other than the annual meeting, of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by resolution of the Board and publicized among all directors.

Section 4.3Special Meetings. Special meetings of the Board may be called by (a) the Chairman of the Board, if any, (b) the Secretary on the written request of at least a majority of directors then in office, or (c) if the Board then includes a director nominated or designated for nomination by THL, any director nominated or designated for nomination by THL, and in each case shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board, and of any regular or annual meeting for which notice is required, shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or sent by means of overnight courier, telecopy, a form of electronic transmission and delivery or similar means; or (ii) at least five days before the meeting if such notice is sent through the United States mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission, email or similar means. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the

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purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if notice of the meeting is waived in accordance with Section 9.4.

Section 4.4Chairman of the Board; Quorum; Required Vote; Adjournment. Subject to the last sentence of this Section 4.4, the Board may elect a chairman of the Board. The chairman of the Board must be a director and may be an officer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board, he or she shall perform all duties and have all powers which are commonly incident to the position of chairman of the Board or which are delegated to him or her by the Board, preside at all meetings of the stockholders and the Board at which he or she is present and have such powers and perform such duties as the Board may from time to time provide. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided, however, that a quorum shall never be less than one-third the total number of directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. At any meeting of the Board, business shall be transacted in such order and manner as the Board may from time to time determine. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission.After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee in the same paper or electronic form as the minutes are maintained.  

Section 4.6Organization. The chairman of each meeting of the Board shall be (i) the Chairman of the Board, (ii) in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (provided he or she shall be a director), (iii) in the absence (or inability or refusal to act) of the Chief Executive Officer, the President (provided he or she shall be a director) or, (iv) in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 4.7Reliance on Books and Records. A member of the Board, or a member of any committee designated by the Board, shall, in the performance of such member’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Article V 

COMMITTEES OF DIRECTORS

Section 5.1Establishment. Subject to the Nomination Agreement, the Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation, and any committees required by the rules and regulations of such exchange as any securities of the Corporation are listed. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. Subject to the Nomination Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

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Section 5.3Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

Section 5.4Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article IV of these Bylaws.

Article VI 

OFFICERS

Section 6.1Officers. The officers of the Corporation appointed by the Board shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and such other officers (including without limitation Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers appointed by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be confirmed by the Board. The Chief Executive Officer or President may also appoint such other officers below the level of the Board-appointed Vice President (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

(a)Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. The Chief Executive Officer shall also have control over officers, agents and employees of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring  seal, under the seal of the Corporation, except were required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. Whenever the President is unable to serve, by reason of sickness, absence or otherwise, the Chief Executive Officer shall perform all the duties and responsibilities and exercise all the powers of the President. The Chief Executive Officer shall have such other powers and perform such other duties as shall be designated by the Board or as may be provided in these Bylaws.

(b)President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board or the Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President is authorized to execute bonds, mortgages and other contracts requiring  seal, under the seal of the Corporation, except were required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. The President shall, in the absence of the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of the Chief Executive Officer. The President shall also perform such other duties and

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have such other powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(c)Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(d)Secretary.

(i)The Secretary shall attend all meetings of the stockholders, the Board (other than executive sessions thereof) and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, the Chief Executive Officer or the President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii)The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(iii)Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(e)Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the chairman of the Board or the Board; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render to the Board, at its regular meeting or when the Board so requires, an account of the financial condition and operations of the Corporation; and shall have such powers and perform such duties as the Board, the chairman of the Board, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which are otherwise commonly incident to that office.

(f)Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer. The Treasurer shall perform such other duties and have such other powers as the Board may, from time to time, prescribe.

Section 6.2Term of Office; Removal; Vacancies. The officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly appointed and qualified or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board, a duly authorized committee thereof or by such officers as may be designated by a resolution of the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer appointed by the Chief Executive Officer or the President may also be removed, with or without cause, by the Chief Executive Officer or the President, as the case maybe, unless the Board otherwise provides. Any vacancy occurring in any appointed office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or the President may be filled by the Chief Executive Officer or the President,

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as the case may be, unless the Board then determines that such office shall thereupon be appointed by the Board, in which case the Board shall appoint such officer.

Section 6.3Other Officers. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

Section 6.5Compensation. Compensation of all executive officers shall be approved by the Board or a duly authorized committee thereof, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6.6Officers’ Bonds or Other Security. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his or her duties, in such amount and with such surety as the Board may require.

Section 6.7Delegation of Authority. The Board may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

Article VII 

SHARES

Form. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board. Each certificate shall certify the number of shares owned by such holder in the Corporation and shall be signed by, or in the name of, the Corporation by two authorized officers of the Corporation including, but not limited to, the Chairman of the Board (if an officer), the President, a Vice President, the Treasurer, the Secretary and an Assistant Secretary of the Corporation. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, transfer agent or registrar of the Corporation at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The Board may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar or both in the connection with the transfer of any class or series of securities of the Corporation. The Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the Corporation, containing the name of each holder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue. When shares are represented by certificates, the Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred certificates representing the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it

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shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. When shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer, authorization and other matters at the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the Corporation shall, if required by applicable law, send the holder to whom such shares have been transferred or issued a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the Certificate of Incorporation, Bylaws or any other instrument, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.2Lost, Destroyed or Wrongfully Taken Certificates.

(a)If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b)If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.3Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except as otherwise required by applicable law, and except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Article VIII 

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 8.1Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights that permitted prior thereto), the Corporation shall indemnity and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’

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fees and related disbursements, judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”) and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such proceeding and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized in the specific case by the Board.

Section 8.2Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if and to the extent that the DGCL requires, an advancement of expenses shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article VIII or otherwise. Any reference to an officer of the Corporation in this Article VIII shall be deemed to refer exclusively to the chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer of the Corporation appointed pursuant to Article VI, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board pursuant to Article VI of these Bylaws, and any reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this Article VIII,unless such person’s appointment to such office was approved by the board of directors pursuant to ARTICLE VI.

Section 8.3Right of Indemnitee to Bring Suit. Any indemnification of an Indemnitee of the Corporation under Section 8.1 or advancement of expenses under Section 8.2 shall be made promptly, and in any event within 45 days for an indemnification claim under Section 8.1 and within 20 days (provided that the Indemnitee has delivered the undertaking contemplated in Section 8.2 if required) for advancement of expenses under Section 8.2, upon the written request of the Indemnitee. If a determination by the Corporation that the Indemnitee is entitled to indemnification pursuant to Section 8.1 or advancement of expenses pursuant to Section 8.2 is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses where the undertaking required pursuant to Section 8.2, if any, has been tendered to the Corporation) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by

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the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Article VIII in entering into or continuing such service. To the fullest extent permitted by law, the rights to indemnification and to the advance of expenses conferred in this Article VIII shall apply to claims made against an Indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Any amendment, alteration or repeal of this Article VIII that adversely affects the rights of an Indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 8.5Non-Exclusivity of Rights; Continuation of Rights of Indemnification. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise. All rights to indemnification under this Article VIII shall be deemed to be a contract between the Corporation and each Indemnitee at any time while this Article VIII is in effect. Any repeal or modification of this Article VIII or repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such Indemnitee or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 8.6Insurance. The Corporation may secure insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted by him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.7Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for the purposes of this Article VIII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 8.8Merger or Consolidation. For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8.9Certain Definitions. For purposes of this Article VIII. (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

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Section 8.10Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.11Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable by a court of competent jurisdiction for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Article IX 

MISCELLANEOUS

Section 9.1Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2Fixing Record Dates.

(a)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action (other than stockholder meetings and stockholder written consents which are expressly governed by Sections 2.9 and 2.10), the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the Close of Business on the day on which the Board adopts the resolution relating thereto.

Section 9.3Means of Giving Notice.

(a)Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, (iii) by oral notice given personally or by telephone or (iv) in any other manner permitted by the DGCL. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(b)Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, (ii) by electronic mail (unless the stockholder has notified the Corporation in writing or by electronic

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transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the DGCL to be given by electronic transmission), (iii) by means of a form of electronic transmission other than electronic mail consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL or (iv) any other manner permitted by the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, the earlier of when the notice is received or left at the stockholder’s address, (iv) if given by electronic mail, when directed to such stockholder’s electronic mail address (unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the General Corporation Law to be given by electronic transmission), and (v) if given by other form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (C) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Notwithstanding the foregoing, notice may not be electronic transmission if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary, an Assistant Secretary, the Corporation’s transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. An affidavit of the Secretary or an Assistant Secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c)Electronic Transmission. For purposes of these Bylaws, except as otherwise limited  by applicable law, “Electronic transmission” “electronic mail”, and “electronic mail address” shall have the respective meanings stated in Section 232 of the DGCL or any successor provision as in effect at the time notice is given. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files or information.

(d)Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e)Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders

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without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230 (b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5Meeting Attendance via Remote Communication Equipment.

(a)Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i)participate in a meeting of stockholders; and

(ii)be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verity that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b)Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law, the Certificate of Incorporation and any certificate of designation relating to any series of preferred stock.

Section 9.7Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. The Board may modify or abolish any such reserves in the manner in which they were created.

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Section 9.8Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

Section 9.9Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.10Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 9.11Seal. The Board may adopt a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. Notwithstanding the foregoing, no seal shall be required by virtue of this Section.

Section 9.12Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.13Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.14Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, the Chief Executive Officer, the President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, the Chief Executive Officer, the President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.15Securities of Other Entities. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President, or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation or entity in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation or entity, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

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Section 9.16Facsimile and Electronic Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws and subject to applicable law, facsimile signatures and other forms of electronic signatures of any officer or officers of the Corporation may be used.

Section 9.17Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 9.18Inconsistent Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL, any other applicable law or the Nomination Agreement, the provision (or part thereof) of these Bylaws shall be construed  to conform to the applicable provision of the Certificate of Incorporation, the DGCL, other applicable law or the Nomination Agreement, as the case may be, the applicable provisions of which shall be deemed incorporated herein by reference, so as to eliminate any such inconsistency.

Section 9.19Amendments. These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Section 10.1 of the Certificate of Incorporation.

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EX-4.1

EXECUTION

Exhibit 4.1

EXECUTION

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

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”).  

RECITALS

WHEREAS, the Company and the Holders are parties to a Registration Rights Agreement, dated as of January 4, 2019 (the “Existing Registration Rights Agreement”);

WHEREAS, in connection with the planned initial public offering of the Company’s Common Stock (as defined below), the parties to the Existing Registration Rights Agreement wish to amend and restate such agreement with respect to the Common Stock and Warrants to purchase Common Stock (“Warrants”); and

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I 
DEFINITIONS

1.1Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

WEIL:\96667532\6\78688.0010

“Affiliate” of any Person shall mean any other Person controlled by, controlling or under common control with such Person and, in the case of an individual, also includes any member of such individual’s Family Group; provided that (i) the Company and its Subsidiaries shall not be deemed to be Affiliates of any Holder and (ii) no Holder shall be deemed to be an Affiliate of any other Holder by reason of an investment in, or holding of Common Stock (or securities convertible or exchangeable for shares of Common Stock) or Warrants of, the Company.  As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).  

“Agreement” shall have the meaning given in the Preamble hereto.

“Automatic Shelf Registration Statement” shall have the meaning given in subsection 2.3.1.

“Beneficially Own” and correlative terms such as “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act and shall be calculated in accordance therewith.

“Board”shall mean the Board of Directors of the Company.

“Block Trade” shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade basis (whether underwritten or otherwise) effected without substantial marketing efforts prior to the pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Business Day” shall mean a day that is not a Saturday or Sunday or a day on which banks in New York City are authorized or requested by law to close.

“Charitable Gifting Event” shall mean any transfer by THL Agiliti, or any subsequent transfer by THL Agiliti’s members, partners or other employees, in connection with a bona fide gift to any Charitable Organization on the date of, but prior to, the execution of the underwriting agreement entered into in connection with any underwritten offering.

“Charitable Organization” shall mean a charitable organization described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Commission” or “SEC” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the Company’s common stock, par value $0.0001 per share.

“Company” shall have the meaning given in the Preamble hereto and shall include its successor(s).

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demanding THL Holders”shall have the meaning given in subsection 2.1.1.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Executive” shall have the meaning given in the Preamble hereto.

“Executive Registrable Securities” shall mean (i) all shares of Common Stock (including any shares of Common Stock issued or issuable upon exercise of Rollover Options (as defined in the Merger Agreement) or pursuant to awards granted under the Company's incentive plans) whether now held or hereafter acquired and (ii) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, in each case held by the Executive.

“Existing Registration Rights Agreement” shall have the meaning given in the Recitals hereto.

“Family Group” means with respect to any individual, such individual’s current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited liability company established solely for the benefit of such individual or such individual’s current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.

“FINRA” shall mean the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.  

“Holdback Period” shall have the meaning given in subsection 3.4.1.

“Holders”shall have the meaning given in the Preamble hereto.

“Indemnified Parties” shall have the meaning given in subsection 4.1.1.

“Joinder” shall have the meaning given in subsection 5.2.1.

“Long-Form Registrations” shall have the meaning given in subsection 2.1.1.

“Losses” shall have the meaning given in subsection 4.1.1.

“Maximum Number of Securities”shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“Other Holders” shall have the meaning given in the Preamble hereto.

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“Other Registrable Securities” shall mean (i) all shares of Common Stock held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any other equity security of the Company or any Subsidiary issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Pro Rata” shall have the meaning given in subsection 2.1.4.

“Public Offering” shall mean any sale or distribution by the Company, one of its Subsidiaries and/or Holders to the public of Common Stock or other securities convertible into or exchangeable for Common Stock pursuant to an offering registered under the Securities Act.

“Registrable Securities”shall mean the THL Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereunder by the Commission) (but with no volume or other restrictions or limitations) and represent beneficial ownership of less than 2.5% of the outstanding Common Stock; or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. Notwithstanding the foregoing, following the consummation of an initial Public Offering, any Registrable Securities held by any Person (other than THL Agiliti or its Affiliates) that may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 will be deemed not to be Registrable Securities.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

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“Registration Expenses”shall mean any and all expenses of a Registration, regardless of whether the applicable Registration Statement is declared effective, including, without limitation, the following:

(A)all registration and filing fees (including fees with respect to filings required to be made with the Commission or FINRA) and any securities exchange on which the Common Stock is then listed (or on which exchange the Common Stock is proposed to be listed in the case of the initial Public Offering);

(B)fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C)expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the Registration;

(D)printing, messenger, telephone and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing Prospectuses and Company Free Writing Prospectuses);

(E)fees and disbursements of custodians, counsel for the Company and all independent registered public accountants of the Company incurred specifically in connection with such Registration (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any “comfort” letters or any special audits incidental to or required by any registration or qualification);

(F)Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice;

(G)reasonable fees and expenses of legal counsel to the Holders holding Registrable Securities included in each Registration Statement selected pursuant to Section 3.2 hereof;

(H)costs of printing and producing any agreements among Underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the Registration and the offering, sale or delivery of the Registrable Securities;

(I)fees and disbursements of Underwriters customarily paid by issuers of securities, including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. (in each case, excluding underwriting discounts, commissions and transfer taxes);

(J)all fees and expenses of any special experts or other Persons retained by the Company or THL Agiliti in connection with any Registration;

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(K)transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with the Registration; and

(L)fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder”shall have the meaning given in subsection 2.1.1.

“Rule 144”, “Rule 158”, “Rule 405”, “Rule 415”, “Rule 403B” and “Rule 462” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same will be amended from time to time, or any successor rule then in force.

“Sale of the Company” shall mean any transaction or series of transactions pursuant to which any Person(s) or group of related Persons (other than THL Agiliti and/or its Affiliates) in the aggregate acquires: (i) Common Stock of the Company entitled to vote (other than voting rights accruing only in the event of a default, breach, event of noncompliance or other contingency) to elect directors with a majority of the voting power of the Company’s board of directors (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s Common Stock) or (ii) all or substantially all of the Company’s and its Subsidiaries’ assets determined on a consolidated basis; provided that a Public Offering will not constitute a Sale of the Company.

“Sale Transaction” shall have the meaning given in subsection 3.4.1.

“Securities” shall have the meaning given in subsection 3.4.1.

“Shelf Offering” shall have the meaning given in subsection 2.3.2.

“Shelf Offering Notice” shall have the meaning given in subsection 2.3.2.

“Shelf Registrable Securities” shall have the meaning given in subsection 2.3.2.

“Shelf Registration Statement” shall have the meaning given in subsection 2.3.2.

“Shelf Registration” shall have the meaning given in subsection 2.3.1.

“Short-Form Registrations” shall have the meaning given in subsection 2.1.1.

“Securities Act”shall mean the Securities Act of 1933, as amended from time to time.

“Special Registration Statement” shall mean a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (iii) for an offering of debt

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that is convertible into equity securities of the Company, (iv) for the registration of shares of Common Stock issuable upon exercise of securities exercisable or convertible into Common Stock, or (iv) for a dividend reinvestment plan.

“Subsidiary” shall mean, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned and controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or will be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

“THL Agiliti” shall have the meaning given in the Preamble hereto.

“THL Registrable Securities” shall mean (i) all shares of Common Stock (including any shares of Common Stock issued or issuable upon exercise of Warrants) whether now held or hereafter acquired, (ii) all Warrants whether now held or hereafter acquired, and (iii) any other equity security of the Company issued or issuable with respect to any such share of Common Stock or Warrants by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, in each case held by THL Agiliti or any of its Affiliates.

“Underwriter”shallmean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or“Underwritten Offering”shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Violation” shall have the meaning given in subsection 4.1.1.

“Warrants” shall have the meaning given in the Recitals hereto.

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405 of the Securities Act.

Article II 
REGISTRATIONS

2.1Demand Registration for Non-Shelf Offerings

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2.1.1Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 3.5 hereof, at any time and from time to time, the holders of a majority of the THL Registrable Securities (the “Demanding THL Holders”) may make a written demand for Registration of all or part of their respective Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). All Long-Form Registrations will be underwritten registrations unless otherwise approved by THL Agiliti. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form unless otherwise requested by THL Agiliti.  The Company shall, within five (5) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company; provided that, with the written consent of THL Agiliti, the Company may, or at the written request of THL Agiliti, the Company shall, instead provide notice of the Demand Registration to all other Holders within three (3) Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement (defined below). For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this subsection 2.1.1 but is not the Holder who exercised such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights.  Upon receipt by the Company of any written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than twenty (20) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding THL Holders and Requesting Holders pursuant to such Demand Registration.  The holders of a majority of THL Registrable Securities will have the right to initiate up to three (3) Demand Registrations in a twelve-month period pursuant to this subsection 2.1.1 on behalf of the Holders of THL Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless the Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that the Company will not be required to effect more than one Demand Registration in any consecutive 90-day period. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

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2.1.2Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration (i) unless and until the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (a) such stop order or injunction is removed, rescinded or otherwise terminated, and (b) the Holders of a majority of the Registrable Securities participating in the Registration elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days of such removal, rescission or termination, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3[Reserved.]

2.1.4Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding THL Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding THL Holders and the Requesting Holders (if any) desire to sell exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the THL Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities requested to be included in the Registration shall be included in such Underwritten Offering pro rata based on the respective number of Registrable Securities that each Holder thereof Beneficially Owns and the aggregate number of Registrable Securities that such Holders Beneficially Own (such proportion is referred to herein as “Pro Rata”), in an aggregate amount up to the Maximum Number of Securities.

2.1.5Demand Registration Withdrawal. Demanding THL Holders and Requesting Holders shall have the right to withdraw all or a portion of their Registrable Securities from a Registration pursuant to a Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw such Registrable Securities from such Registration (x) in the case of a Demand Registration not involving an Underwritten Offering, prior to the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering. A notice of Demand Registration that has been revoked or withdrawn shall not count as one of the permitted Demand Registrations. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

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2.1.6Limitation on Participation in Demand Registrations. The Company shall not grant to any other stockholders of the Company the right to request the Company to register any securities of the Company in a Demand Registration without the prior written consent of THL Agiliti.

2.2Piggyback Registration.

2.2.1Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company other than a Demand Registration governed by Section 2.1 or a Shelf Registration, Shelf Offering or Block Trade governed by Section 2.3), other than a Special Registration Statement, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not more than three (3) Business Days after the public filing of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (such Registration a “Piggyback Registration”); provided that the Company shall not be required to provide such notice or include any Registrable Securities in such registration if THL Agiliti elects not to include any THL Registrable Securities in such registration, unless THL Agiliti otherwise consents in writing. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.

2.2.2Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then

(a)if the Registration is an underwritten primary registration on behalf of the Company, the Company shall include in any such Registration (i) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of

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Securities has not been reached under the foregoing clause (i), the THL Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities requested to be included in the Registration Pro Rata; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b)if the Registration is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 2.1 hereof), then the Company shall include in any such Registration (i) first, the securities requested to be included in the Registration by the holders initially requesting such registration which can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the THL Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities requested to be included in the Registration Pro Rata; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), other equity securities requested to be included by Persons or entities other than the Holders of Registrable Securities Pro Rata (calculated in the case of Persons or entities other than the Holders of Registrable Securities based upon such Person’s or entity’s Beneficial Ownership of Common Stock).

2.2.3Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration.  The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may terminate or withdraw any Registration Statement initiated by it under this Section 2.2, whether or not any holder of Registrable Securities has elected to include securities in such Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.2.5Selection of Underwriters. If any Piggyback Registration is an Underwritten Offering, THL Agiliti shall select the legal counsel for the Company, the investment banker(s) and manager(s) for the offering.

2.3Shelf Registrations.

2.3.1Demands for Shelf Registration. The Demanding THL Holders initiating a Demand Registration may request that the registration be made pursuant to Rule 415 under the

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Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”).  Each such request for a Shelf Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution, which shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities. Within two (2) Business Days after receipt of any such request, the Company shall give written notice of the Demand Registration to all other Holders of Shelf Registrable Securities (defined below) that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Registration, and, subject to the terms of subsection 2.1.4, shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Until such time as all Registrable Securities cease to be Registrable Securities or the Company is no longer eligible to maintain a Shelf Registration Statement, the Company will keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement as may be necessary or appropriate in order to keep such Shelf Registration Statement continuously effective and usable for the resale of Registrable Securities under the Securities Act.

2.3.2Non-Underwritten Shelf Offerings. Subject to the provisions of Section Section 3.5 hereof, in the event that a Registration Statement for a Shelf Registration (a “Shelf Registration Statement”) is effective, the Holders of Registrable Securities included in such Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (other than an Underwritten Offering), Registrable Securities available for sale pursuant to such Registration Statement (“Shelf Registrable Securities”), and shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). A Holder’s election to sell Shelf Registrable Securities in a Shelf Offering that is not an Underwritten Offering shall not trigger any notification or participation rights hereunder.

2.3.3Underwritten Shelf Offerings. The holders of a majority of the THL Registrable Securities shall have the right at any time or from time to time to elect to sell Shelf Registrable Securities pursuant to an Underwritten Offering, and shall  make such election by delivering to the Company a Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering.  As promptly as practicable, but no later than two (2) Business Days after receipt of such Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities.  The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice.  The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering.  Each Holder agrees that such Holder shall treat as confidential the

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Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities initiating such Shelf Offering until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

2.3.4Block Trades. If Holders of a majority of the THL Registrable Securities included in a  Registration Statement wish to engage in a Block Trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Registration Statement for a Shelf Offering), then notwithstanding the time periods set forth in subsection 2.3.1 and subsection 2.3.3, such Holders shall notify the Company of the Block Trade Shelf Offering not less than two (2) Business Days prior to the day such offering is to commence. If such Block Trade is an Underwritten Offering, the Company shall promptly notify other Holders of Registrable Securities of such Block Trade Shelf Offering and such other Holders of Registrable Securities (each a “Potential Participant”) must elect whether or not to participate by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by the Holders of a majority of the THL Registrable Securities initiating the Block Trade) and the Company shall as expeditiously as possible use its best efforts to facilitate such offering (which may close as early as two (2) Business Days after the date it commences); provided that no holder of securities of the Company, other than a Holder of Registrable Securities, shall be permitted to participate in an underwritten Block Trade Shelf Offering without the consent of the holders of a majority of the Registrable Securities participating in the underwritten Block Trade. Any Potential Participant’s request to participate in an underwritten Block Trade Shelf Offering shall be binding on the Potential Participant.

2.3.5Prospectus Supplements and Post-Effective Amendments. The Company shall, at the request of the Holders of a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the holders of a majority of the Registrable Securities to effect a Shelf Offering.

2.3.6Reduction of Shelf Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Offering, in good faith, advises the Company, the Demanding THL Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding THL Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities then the Company shall include in any such Shelf Offering, Registrable Securities pursuant to the provisions of subsection 2.1.4.

2.3.7Shelf Registration Withdrawals. Any Holder of Shelf Registrable Securities shall have the right to withdraw all or a portion of their Shelf Registrable Securities from a Shelf Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Shelf Registrable Securities from such Shelf Offering prior to (x) in the case of a Shelf Offering not involving an Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case

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of any Shelf Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering.  Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Shelf Registration prior to its withdrawal under this subsection 2.3.7. All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 2.3 shall be determined by THL Agiliti, and the Company shall use its best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable.

2.4Underwritten Offering. Subject to the provisions of subsection 2.1.4, subsection 2.2.2, subsection 2.3.6 and Section 3.5, if (i) the Holders of a majority of the Registrable Securities participating in a Demand Registration or a Shelf Registration or a Shelf Offering (including a Block Trade) so advise the Company as part of their Registration that the offering of the Registrable Securities shall be in the form of an Underwritten Offering or (ii) the Company advises the Holders of Registrable Securities that a Piggyback Registration shall be in the form of an Underwritten Offering, then the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering shall comply with the requirements under Section 3.3. The Underwriter(s) for an Underwritten Offering shall be selected by THL Agiliti.

2.5Other Registration Rights. Except as provided in this Agreement, the Company shall not grant to any Person(s) the right to request the Company or any Subsidiary to register any equity securities of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of THL Agiliti; provided that, with the prior approval of THL Agiliti, the Company may grant rights to employees of the Company and its Subsidiaries to participate in Piggyback Registrations so long as they sign a Joinder as an “Executive” and Holder of “Executive Registrable Securities” hereunder.

Article III 
COMPANY PROCEDURES

3.1General Procedures. Whenever the Company is required to effect the Registration of Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1prepare and file with (or submit confidentially to) the Commission as soon as practicable a Registration Statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by THL Agiliti copies of all such

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documents proposed to be filed or submitted, which documents will be subject to review and comment of such counsel);

3.1.2prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending when all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such Registration Statement relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

3.1.3furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders, which documents shall be subject to the review and comment of such counsel (the Company hereby consenting to the use in accordance with all applicable laws of each such Registration Statement, each such amendment and supplement to such Registration Statement, the Prospectus included in such Registration Statement (or preliminary Prospectus or supplement thereto) or Free Writing Prospectus by each such seller or Registrable Securities and the Underwriters in connection with the offering and sale of the Registrable Securities covered by such Registration Statement or Prospectus;

3.1.4use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

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3.1.5(A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange or automated quotation system and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;

3.1.6use best efforts to provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7notify each Holder of (A) the issuance of any stop order by the Commission suspending the effectiveness of any Registration Statement or the initiation of any proceeding for such purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;

3.1.8notify in writing the Holders (i) promptly after it receives notice of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after it receives any request by the Commission for the amendment or supplementing of such Registration Statement or Prospectus or for additional information, (iii) at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company does not comply with law, and, if required by applicable law or to the extent requested by THL Agiliti, then to use its best efforts to promptly prepare and file a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain a Misstatement, and (iv) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement or other similar agreement relating to the offering shall cease to be true and correct;

3.1.9permit any Holders which, in its sole and exclusive judgment, might be deemed to be an Underwriter or a controlling Person of the Company, to participate in the preparation of such Registration Statement or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;

3.1.10use best efforts to obtain  and deliver to the Underwriter(s) one or more “cold comfort” letters from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request;

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3.1.11use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement, addressed to the Company, (B) on the date the Registrable Securities are delivered for sale pursuant to such Registration, if such securities are being sold through Underwriters or, if such securities are not being sold through Underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of counsel representing the Company, dated such date, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as are customarily included in such opinions, (2) one or more “negative assurances letters” of counsel representing the Company, dated such date, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such negative assurance letter is being given as are customarily included in such negative assurance letters, and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;

3.1.12enter into and perform such customary agreements (including, as applicable, underwriting agreements, in usual and customary form) and take all such other actions as THL Agiliti or the Underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);

3.1.13make available for inspection by any seller of Registrable Securities, any Underwriter participating in any disposition or sale pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or Underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement and the disposition of such Registrable Securities pursuant thereto;

3.1.14take all actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, Prospectus supplement and related documents, will not contain any Misstatements;

3.1.15use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a Registration Statement or the issuance of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, and in the even any such order is issued, use best efforts to obtain promptly the withdrawal of such order;

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3.1.16otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.17if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

3.1.18if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;

3.1.19cooperate with the Holders covered by the Registration Statement and the managing Underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration Statement, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing Underwriter or agent, if any, or such Holders may request;

3.1.20if requested by any managing Underwriter, include in any Prospectus or Prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing Underwriter;

3.1.21take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;

3.1.22cooperate with each Holder covered by the Registration Statement and each Underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which shares of Common Stock are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing Underwriter;

3.1.23if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts

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to refile the Shelf Registration Statement on Form S-3 or any similar short-form registration statement that may be available at such time and, if such form is not available, Form S-1 or any similar long-form registration statement that may be available at such time, and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and

3.1.24if requested by any Demanding THL Holder, cooperate with such Demanding THL Holder and with the managing Underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the Underwritten Offering if it so elects.

3.2Registration Expenses. The Registration Expenses of all Registrations and related offerings (including Underwritten Offerings and Block Trades) shall be borne by the Company. In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering that is an Underwritten Offering, the Company shall reimburse the Holders of Registrable Securities included in such Registration for the reasonable fees and expenses of one counsel chosen by the Holders of a majority of the Registrable Securities participating in such Demand Registration or Shelf Offering, or participating in such Piggyback Registration, as applicable, and for the reasonable fees and expenses of each additional counsel retained by any Holder for the purpose of rendering a legal opinion on behalf of such Holder in connection with any Underwritten Offering. It is acknowledged by the Holders that the Holders shall bear all selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts and brokerage fees.

3.3Requirements for Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “greenshoe” option requested by the Underwriters; provided that no Holder will be required to sell more than the number of Registrable Securities such Holder has requested to include in such Registration) and (ii) completes, executes and delivers all customary questionnaires, powers of attorney, indemnities, stock powers, custody agreements, lock-up agreements, underwriting agreements and other customary documents as may be required under the terms of such underwriting arrangements or as may be reasonably requested by the Company and the lead managing Underwriter(s). To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3.1, this Section 3.3 and/or Section 3.4, the respective rights and obligations created under such agreement will supersede the respective rights and obligations of the Holders, the Company and the Underwriters created thereby with respect to such Registration.

3.4Stockholder Lock-Up Agreements and Company Holdback Agreements.

3.4.1Stockholder Lock-Up Agreements.  In connection with any Underwritten Offering and if requested by Underwriters managing such Underwritten Offering, each Holder

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shall enter into customary lock-up agreements with the managing Underwriter(s) of an Underwritten Offering, in each case with such modifications and exceptions as may be approved by THL Agiliti. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with the initial Public Offering and in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an Underwritten Offering, not to (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144 under the Securities Act), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be Beneficially Owned by such Holder in accordance with the rules and regulations of the Commission) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been filed for such Underwritten Offering or the “pricing” of such offering and continuing to the date that is (x) 180 days following the date of the final Prospectus for such offering in the case of the initial Public Offering, or (y) in case of all subsequent Underwritten Offerings, 90 days following the date of the final Prospectus for such offering (or, in each case, such shorter period of time as requested by the Underwriters managing such Underwritten Offering) (a “Holdback Period”), in each case with such modifications and exceptions as may be approved by THL Agiliti. The Company may impose stop-transfer instructions with the Company’s transfer agent and registrar with respect to any Securities or Other Securities subject to the restrictions set forth in this subsection 3.4.1 until the end of such Holdback Period.

3.4.2Company Holdback Agreement.  The Company (i) shall not file any Registration Statement for a Public Offering or cause any such Registration Statement to become effective, or effect any public sale or distribution of its Securities or Other Securities (other than as part of such Underwritten Offering or pursuant to a Special Registration Statement) during any Holdback Period and (ii) shall cause each holder of Securities and Other Securities (including each of its directors and executive officers) to agree not to effect any Sale Transaction during any Holdback Period, except as part of such Underwritten Offering, if otherwise permitted, unless THL Agiliti and the Underwriters managing the Underwritten Offering otherwise agree in writing, and to enter into any lock-up, holdback or similar agreements requested by the Underwriter or Underwriters managing such offering, in each case with such modifications and exceptions as may be approved by THL Agiliti.

3.5Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to

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make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) days, determined in good faith by the Board to be necessary for such purpose, or more than once in any 12-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.5 and shall not make use of the rights under this Section 3.5 more than once in any 12-month period.

3.6Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinion. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.7Officer Obligations. Each Holder that is an officer of the Company agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she will participate fully in the sale process in a manner customary for persons in like positions and consistent with his or her other duties with the Company, including the preparation of the Registration Statement and the preparation and presentation of any road shows.

3.8In-Kind Distributions. If THL Agiliti or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner reasonably requested and consistent with the Company’s obligations under the Securities Act.

3.9Automatic Shelf Registration Statements. If the Company files any Automatic Shelf Registration Statements for the benefit of the holders of any of its securities other than the Holders, and THL Agiliti does not request that its Registrable Securities be included in such Automatic Shelf Registration Statement, the Company agrees that, at the request of THL Agiliti, it will include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that THL Agiliti may be added to such Automatic Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment. If the Company has filed any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Company shall, at

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the request of THL Agiliti, file any post-effective amendments necessary to include therein all disclosure and language necessary to ensure that the Holders may be added to such Automatic Shelf Registration Statement.

3.10Additional Information. The Company may require each seller of Registrable Securities as to which any Registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing, as a condition to such seller’s participating in such Registration.

3.11Other. To the extent that any of the Demanding THL Holders is or may be deemed to be an “underwriter” of Registrable Securities pursuant to any Commission comments or policies, the Company agrees that (i) the indemnification and contribution provisions contained in Article IV shall be applicable to the benefit of such Demanding THL Holder in their role as an underwriter or deemed underwriter in addition to their capacity as a holder and (ii) such Demanding THL Holder shall be entitled to conduct the due diligence which they would normally conduct in connection with an offering of securities registered under the Securities Act, including, without limitation, receipt of customary opinions and comfort letters addressed to such Demanding THL Holder.

Article IV 
INDEMNIFICATION AND CONTRIBUTION

4.1Indemnification.

4.1.1The Company agrees to indemnify and hold free and harmless, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, stockholders or members, affiliates, consultants, fiduciaries, managers, employees, agents and each Person who controls such Holder (within the meaning of the Securities Act) (the “Indemnified Parties”) from and against all actions, causes of action, suits, losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by any of the following (each, a “Violation”): (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus, preliminary Prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse such Indemnified Party for any legal and other expenses reasonably incurred in connection with investigating or defending any such Losses, except insofar as any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in filing in reliance upon and in conformity with any information furnished in writing to the Company by such Indemnified Party, relating to such Indemnified Party, expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Indemnified Parties.

4.1.2In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such

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information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) from and against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and such Indemnified Party will reimburse the Company and such other indemnitees for any legal and other expenses reasonably incurred in connection with investigating or defending such Losses, but only to the extent that the same arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity with any information or affidavit so furnished in writing by such Indemnified Party, relating to such  Indemnified Party, expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company, and the Company shall use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any indemnification other than that provided hereinabove in this Section 4.1.2, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).

4.1.3Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict or potential conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) and which settlement includes a statement or admission of fault or culpability on the part of such Indemnified Party or does not include as an

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unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  

4.1.4The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director, partner, stockholder, member or controlling Person of such Indemnified Party and shall survive the transfer of Registrable Securities.

4.1.5If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Loss referred to herein, then such indemnifying party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party or parties on the one hand and the Indemnified Party or parties on the other hand in connection with the statements or omissions that resulted in such Loss shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder or any director, officer or controlling person thereof under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceedings. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) as determined by a final, non-appealable judgment of a court of competent jurisdiction shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V 
MISCELLANEOUS

5.1Subsidiary Public Offering. If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

5.2Joinder; Additional Parties; Transfer of Registrable Securities.

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5.2.1 Joinder. The Company may from time to time (with the prior written consent of THL Agiliti) permit any Person who acquires Common Stock (or rights to acquire Common Stock) to become a party to this Agreement and to be entitled to and be bound by all of the rights and obligations as a Holder by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Common Stock held by such Person shall become the category of Registrable Securities (i.e. THL Registrable Securities, Other Holder Registrable Securities or Executive Registrable Securities) and such Person shall be deemed the category of Holder (i.e. THL Agiliti, Other Holder or Executive) in each case as set forth on the signature page to such Joinder.

5.2.2Restrictions on Transfers. Prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder must first obtain the prior written consent of THL Agiliti, and if so obtained, cause the prospective transferee to execute and deliver to the Company a Joinder, except that such consent and Joinder shall not be required in the case of (i) a transfer to the Company, (ii) a transfer by THL Agiliti to its partners or members, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the initial Public Offering and/or (v) a transfer in connection with a Sale of the Company. Any transfer or attempted transfer of Registrable Securities in violation of any provision of this Agreement will be void, and the Company will not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose (but the Company will be entitled to enforce against such Person the obligations hereunder).

5.2.3Legend. Each certificate (if any) evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 27, 2021 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S EQUITYHOLDERS, AS AMENDED.  A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company will imprint such legend on certificates evidencing Registrable Securities outstanding prior to the date hereof. The legend set forth above will be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.

5.3Notices. Any notice, demand or other communication under this Agreement must be in writing and will be deemed to have been given (i) three Business Days after it is deposited in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) when delivered in person to the recipient, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) when sent by confirmed electronic mail or facsimile if sent during normal business

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hours of the recipient; but if not, then on the next Business Day. Such notices, demands and other communications will be sent to the Company at the address specified on the signature page hereto or any Joinder and to any Holder, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party as provided herein. The Company’s address is:

Agiliti, Inc.

6625 West 78th Street, Suite 300

Minneapolis, Minnesota 55439

Attention:  Lee Neumann

Email: lee.neumann@agilitihealth.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 North LaSalle St.

Chicago, Illinois 60654

Attention: Robert M. Hayward, P.C.

Alexander M. Schwartz

Email: robert.hayward@kirkland.com

alexander.schwartz@kirkland.com

or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

5.4Assignment: No Third Party Beneficiaries.

5.4.1Except as otherwise provided herein, this Agreement will bind and inure to the benefit and be enforceable by the Company and its successors and permitted assigns and the Holders and their respective successors and permitted assigns (whether so expressed or not).

5.4.2No term or provisions of this Agreement is intended to be, or shall be, for the benefit of any Persons that are not parties hereto, and no such other Persons shall have any rights or causes of action hereunder, except as otherwise expressly provided herein.

5.5Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), any one of which need not contain the signature of more than one party, each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.6Governing Law: Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE

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PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.7Amendments and Modifications. Except as otherwise provided herein, upon the written consent of the Company and THL Agiliti, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that materially and adversely affects a Holder or group of Holders solely in its capacity as a holder of the shares of capital stock of the Company in a manner that is materially different from any other Holder or group of Holders shall require the consent of holders of a majority of the Registrable Securities of such group so adversely affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.8Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

5.9Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is  held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

5.10Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, the Existing Registration Rights Agreement.

5.11Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.  

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5.12MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

5.13CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT SITTING IN THE CITY OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN ANY UNITED STATES FEDERAL COURT SITTING IN THE CITY OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

5.14No Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, will be had against any current or future director, officer, employee, general or limited partner or member of any Holder or any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

5.15Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.  The use of the word “including” in this Agreement will be by way of example rather than by limitation.

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5.16No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.

5.17Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to all other parties.  No party hereto or to any such agreement or instrument will raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

5.18Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Holder agrees to execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

5.19Dividends, Recapitalizations, Etc. If at any time or from time to time there is any change in the capital structure of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment will be made in the provisions hereof so that the rights and privileges granted hereby will continue.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

AGILITI, INC.,
a Delaware corporation

By: /s/ Thomas J. Leonard
Name: Thomas J. Leonard
Title: Chief Executive Officer

Address: 6625 West 78th Street, Suite 300

Minneapolis, Minnesota 55439

Attention: Lee Neumann

Email: lee.neumann@agilitihealth.com

[Signature Page to Registration Rights Agreement]

THL AGILITI LLC
a Delaware limited liability company

By: /s/ Joshua M. Nelson
Name: Joshua M. Nelson

Title: Managing Director

Address: c/o THL Agiliti LLC

100 Federal Street, 25th Floor

Boston, Massachusetts 02110

Attention: Shari H. Wolkon

Arthur Price

Email: swolkon@thl.com

aprice@thl.com

[Signature Page to Registration Rights Agreement]

EXECUTIVE:

/s/ Thomas J. Leonard
Thomas J. Leonard

6625 West 78th Street, Suite 300

Minneapolis, Minnesota 55439  

Email: tom.leonard@agilitihealth.com

[Signature Page to Registration Rights Agreement]

OTHER HOLDERS:

/s/ Michael A. Bell
Michael A. Bell
100 Federal Street, 35th Floor
Boston, Massachussetts 02110

[Signature Page to Registration Rights Agreement]

/s/ Gary L. Gottlieb
Gary L. Gottlieb
185 Dartmouth Street, Suite 1002
Boston, Massachusetts 02199

[Signature Page to Registration Rights Agreement]

/s/ Henry A. McKinnell
Henry A. McKinnell
Address:

[Signature Page to Registration Rights Agreement]

/s/ Paul M. Montrone
Paul M. Montrone
Address:

[Signature Page to Registration Rights Agreement]

EXHIBIT A

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of __________________, 20__ (as amended, modified and waived from time to time, the “Registration Agreement”), among ____________________, a [Delaware][corporation//limited liability company//limited partnership] (the “Company”), and the other persons named as parties therein (including pursuant to other Joinders). Capitalized terms used herein have the meaning set forth in the Registration Agreement.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of, the Registration Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Registration Agreement, and the undersigned will be deemed for all purposes to be a Holder, an [Other Holder // Executive] thereunder and the undersigned’s ____ [shares of Common Stock // Warrants] will be deemed for all purposes to be [Other // Executive] Registrable Securities under the Registration Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of ____________, 20___.

____________________________________
Signature

____________________________________
Print Name

Address:‌‌‌

Agreed and Accepted as of

________________, 20___:

AGILITI, INC.

By: ________________________

Its: ________________________

EX-10.1

Execution Version

Exhibit 10.1

Execution Version

Amended and RESTATED

Director NOMINATION Agreement

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”).

WHEREAS, as of the date hereof, THL Stockholder and the Company are parties to that certain Director Nomination Agreement, dated as of January 4, 2019 (the “Existing Agreement”);

WHEREAS, as of the date hereof, THL Stockholder owns more than 99% of the Common Stock of the Company;

WHEREAS, THL Stockholder is contemplating causing the Company to effect the IPO;

WHEREAS, in consideration of THL Stockholder agreeing to undertake the IPO, the Company has agreed to continue to permit THL Stockholder to designate persons for nomination for election to the board of directors of the Company (the “Board”) following the Effective Date on the terms and conditions set forth herein; and

WHEREAS, in connection with, and effective upon, the consummation of the IPO, the Company and THL Stockholder wish to amend and restate the Existing Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows:

1. Board Nomination Rights.

(a)Upon the consummation of the IPO, theExisting Agreement shall be deemed to be amended and restated in its entirety and thisAgreement shall be deemed to be effective.

(b)From the Effective Date, THL Stockholder shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as THL Stockholder Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of THL Stockholder, (ii) 40% of the Total Number of Directors, in the event that THL Stockholder Beneficially Owns shares of Common Stock representing at least 30% and less than 40% of the Original Amount of THL

Stockholder, (iii) 30% of the Total Number of Directors, in the event that THL Stockholder Beneficially Owns shares of Common Stock representing at least 20% and less than 30% of the Original Amount of THL Stockholder, (iv) 20% of the Total Number of Directors, in the event that THL Stockholder Beneficially Owns shares of Common Stock representing at least 10% and less than 20% of the Original Amount of THL Stockholder, and (v) 1 Director (as defined below), in the event that THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of THL Stockholder (such persons, the “Nominees”).  For purposes of calculating the number of directors that THL Stockholder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g. 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

(c)In the event that THL Stockholder has nominated less than the total number of designees, THL Stockholder shall be entitled to nominate pursuant to Section 1(b), THL Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable THL Stockholder to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by THL Stockholder to fill such newly created vacancies or to fill any other existing vacancies.

(d)In addition to the nomination rights set forth in Section 1(b) above, from the Effective Date, for so long as THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of THL Stockholder, THL Stockholder shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity.  Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. THL Stockholder shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests.

(e)The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

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(f)“Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company.  “Affiliate” of any person shall mean any other person controlled by, controlling or under common control with such person; where “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

(g)“Director” means any member of the Board.

(h)“Original Amount of THL Stockholder” means the aggregate number of shares of Common Stock held, directly or indirectly, by THL Stockholder immediately prior to the consummation of the IPO, as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization.

(i)“Total Number of Directors” means the total number of Directors comprising the Board.

(j)No reduction in the number of shares of Common Stock that THL Stockholder Beneficially Owns shall shorten the term of any incumbent director.  At the Effective Date, the Board shall be comprised of nine members and the initial Nominees shall be Thomas J. Leonard, Darren M. Friedman, Joshua M. Nelson, Gary L. Gottlieb, Megan M. Preiner, John L. Workman, Michael A. Bell, Scott M. Sperling and Diane B. Patrick.

(k)In the event that any Nominee shall cease to serve for any reason, THL Stockholder shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of THL Stockholder’s beneficial ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces.

(l)If a Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, THL Stockholder shall be entitled to designate promptly another nominee and the director position for which the original Nominee was nominated shall not be filled pending such designation.

(m)So long as THL Stockholder has the right to nominate Nominees under Section 1(b) or any such Nominee is serving on the Board, the Company shall use its reasonable best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to THL Stockholder, and the Company’s Second Amended and Restated Certificate of Incorporation, the Third Amended and Restated Bylaws and the Indemnity Agreement executed by each Nominee (each as may be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.

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(n)At such time as the Company ceases to be a “controlled company” and is required by applicable law or the New York Stock Exchange (the “Exchange”) listing standards to have a majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-in periods), THL Stockholder’s Nominees shall include a number of persons that qualify as “independent directors” under applicable law and the Exchange listing standards such that, together with any other “independent directors” then serving on the Board that are not Nominees, the Board is comprised of a majority of “independent directors.”

(o)So long as THL Stockholder has the right to nominate Nominees under Section 1(b), the number of members of the Board may not be increased or decreased without the prior written consent of THL Stockholder. Without limiting the foregoing, if the size of the Board is increased, THL Stockholder shall be entitled to nominate a number of Nominees to fill the newly created vacancies such that the total number of Nominees serving on the Board following such expansion will be equal to that number of Nominees that THL Stockholder would be entitled to nominate in accordance with Section 1(b) if such expansion occurred immediately prior to any meeting of the stockholders of the Company called with respect to the election of members of the Board, and the Board shall appoint such Nominees to the Board.

(p)At any time that THL Stockholder shall have any nomination rights under Section 1, the Company shall not take any action, including making or recommending any amendment to the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) that could reasonably be expected to adversely affect THL Stockholder’s rights under this Agreement, in each case without the prior written consent of THL Stockholder.

2.Company Obligations.  The Company agrees to use its reasonable best efforts to ensure that prior to the date that THL Stockholder ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board.  THL Stockholder will promptly provide reporting to the Company after THL Stockholder ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, such that Company is informed of when this obligation terminates. The calculation of the number of Nominees that THL Stockholder is entitled to nominate to the Board’s Slate for any election of directors shall be based on the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by THL Stockholder (“THL Stockholder Voting Control”) immediately prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless THL Stockholder notifies the Company otherwise prior to the mailing to shareholders of the Director Election Proxy

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Statement relating to an election of directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of THL Stockholder for the Board to include such Nominees on the Board’s Slate; provided, that, in the event THL Stockholder is no longer entitled to nominate the full number of Nominees then serving on the Board, THL Stockholder shall provide advance written notice to the Company, of which currently servicing Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If THL Stockholder fails to provide such notice prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of THL Stockholder then serving on the Board will be included in the Board’s Slate.  Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and THL Stockholder acknowledge and agree that, as of the Effective Date, the Company is a “controlled company.”  

3.Committees.  From and after the Effective Date hereof until such time as THL Stockholder ceases to Beneficially Own shares of Common Stock representing at least 5% of the total voting power of the then outstanding Common Stock, THL Stockholder shall have the right to designate a number of members of each committee of the Board equal to the nearest whole number greater than the product obtained by multiplying (a) the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by THL Stockholder and (b) the number of positions, including any vacancies, on the applicable committee, provided that any such designee shall be a director and shall be eligible to serve on the applicable committee under applicable law or listing standards of the Exchange, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods). Any additional members shall be determined by the Board. Nominees designated to serve on a Board committee shall have the right to remain on such committee until the next election of directors, regardless of the level of THL Stockholder Voting Control following such designation.  Unless THL Stockholder notifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, and to the extent THL Stockholder has the requisite THL Stockholder Voting Control for THL Stockholder to nominate a Board committee member at the time the Board takes action to change the composition of any such Board committee, any Nominee currently designated by THL Stockholder to serve on a committee shall be presumed to be re-designated for such committee.

4.Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and THL Stockholder, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any

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rights or remedies provided by law. THL Stockholder shall not be obligated to nominate all (or any) of the Nominees it is entitled to nominate pursuant to this Agreement for any election of directors but the failure to do so shall not constitute a waiver of its rights hereunder with respect to future elections; provided, however, that in the event THL Stockholder fails to nominate all (or any) of the Nominees it is entitled to nominate pursuant to this Agreement prior to the mailing to shareholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Compensation and Governance Committee of the Board shall be entitled to nominate individuals in lieu of such Nominees for inclusion in the Board’s Slate and the applicable Director Election Proxy Statement with respect to the election for which such failure occurred and THL Stockholder shall be deemed to have waived its rights hereunder with respect to such election. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5. Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior written consent of THL Stockholder.  Except as otherwise expressly provided in Section 6, nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

6.Assignment. Upon written notice to the Company, THL Stockholder may assign to any Affiliate of THL Stockholder (other than a portfolio company) all of its rights hereunder and, following such assignment, such assignee shall be deemed to be “THL Stockholder” for all purposes hereunder.

7. Indemnity.

(a)The Company hereby jointly and severally indemnifies and agrees to exonerate and hold the THL Stockholder, the investment funds managed by THL Stockholder and certain of its Affiliates (the “Manager Funds”), and each of their respective past, current and future partners, shareholders, members, Affiliates, directors, officers, consultants, fiduciaries, managers, controlling persons, employees and agents and each of the past, current and future partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Company’s obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses or any other amounts in connection therewith, including without limitation all actual out-of-pocket attorneys’ fees and expenses (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them arising directly or indirectly out of, or in any way relating to, (i) THL Stockholder’s or its Affiliates’ Beneficial Ownership of Common Stock or other equity securities of the Company or control or ability to influence the Company or any of its subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by an Indemnitee or its Affiliates or the breach of any fiduciary or other duty or obligation of such Indemnitee to its direct or indirect equity holders, creditors or Affiliates or (y)

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to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its subsidiaries or (iii) any services provided prior, on or after the date of this Agreement by THL Stockholder or its Affiliates to the Company or any of its subsidiaries. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than as a result of the proviso), the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.  For purposes of this Section 7(a), none of the circumstances described in the limitations contained in the second preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be repaid by such Indemnitee to the Company.  

(b)Any Indemnitee may, at its own expense, retain separate counsel to participate in such defense. In any action, claim, suit, investigation or proceeding in which both of the Company, on the one hand, and an Indemnitee, on the other hand, is, or is reasonably likely to become, a party, such Indemnitee shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnitee, on the other hand, that would make such separate representation advisable.  The Company agrees that it will not, without the prior written consent of the applicable Indemnitee, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnitee is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnitee and each other Indemnitee from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding.

(c)The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.  The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to any Indemnitee under this Agreement are primary and any obligation of any Manager Fund (or any Affiliate thereof other than the Company) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee is secondary), and if any Manager Fund (or any Affiliate thereof other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws, charter or otherwise) with any Indemnitee, then (i) the Manager Fund (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse the Manager Fund (or such other Affiliate) for the payments actually made.  The Company hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each Affiliate of the Company not to exercise), any claims or rights that the Company may now have or hereafter acquire against any Indemnitee

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(in any capacity) that arise from or relate to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.  None of the Indemnitees will be liable to the Company or any of their Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct or bad faith as determined by a final, non-appealable determination of a court of competent jurisdiction.

8.Headings. Headings are for ease of reference only and shall not form a part of this Agreement.

9.Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without giving effect to the principles of conflicts of laws thereof.

10.Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in Section 16, together with written notice of such service to such party, shall be deemed effective service of process upon such party.

11.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12.Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral among the parties with respect to the subject matter hereof.  

13.Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy or counterpart hereof delivered by facsimile shall be deemed an original instrument.

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14.Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

15.Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

16.Specific Performance. Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity.

17.Notices. All notices, requests and other communications to any party or to the Company shall be in writing (including telecopy or similar writing) and shall be given,

If to the Company:

6625 West 78th Street, Suite 300

Minneapolis, Minnesota 55439-2604

Attention: General Counsel and Secretary

Facsimile: (952) 893-3200

If to THL Stockholder or any Nominee:

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

Attention: Arthur B. Price

Facsimile: (612) 227-3514

With a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 N. LaSalle

Chicago, IL  60654

Attention: Robert M. Hayward, P.C.

Alexander M. Schwartz

Facsimile: (312) 862-2200

or to such other address or telecopier number as such party or the Company may hereafter specify for the purpose by notice to the other parties and the Company. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 16 during regular business hours.

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18.Enforcement. Each of the parties hereto covenant and agree that the disinterested members of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

AGILITI, INC.

By:/s/ Thomas J. Leonard__________________​ ​

Name: Thomas J. Leonard

Title:   Chief Executive Officer

A&R Director Nomination Agreement - Agiliti

THL AGILITI, LLC

By: /s/ Joshua M. Nelson________________________

Name: Joshua M. Nelson

Title:   Managing Director

A&R Director Nomination Agreement - Agiliti

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas J. Leonard, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Agiliti, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2021	/s/ Thomas J. Leonard
	Thomas J. Leonard
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James B. Pekarek, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Agiliti, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2021	/s/ James B. Pekarek
	James B. Pekarek
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Agiliti, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas J. Leonard, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

ugust ugust12
Date: August 12, 2021	/s/ Thomas J. Leonard
	Thomas J. Leonard
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Agiliti, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, James B. Pekarek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

2
Date: August 12, 2021	/s/ James B. Pekarek
	James B. Pekarek
	Executive Vice President and
	Chief Financial Officer

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Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 11, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40361
Entity Registrant Name	AGILITI, INC. \DE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1608463
Entity Address, Address Line One	6625 West 78th Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55439-2604
City Area Code	952
Local Phone Number	893-3200
Title of 12(b) Security	Common Stock
Trading Symbol	AGTI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		130,385,072
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001749704
Current Fiscal Year End Date	--12-31
Amendment Flag	false

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 103,670	$ 206,505
Accounts receivable, less allowance for doubtful accounts of $2,064 at June 30, 2021 and $1,993 at December 31, 2020	164,975	154,625
Inventories	32,060	27,062
Other current assets	11,378	14,175
Total current assets	312,083	402,367
Property and equipment:
Medical equipment	303,160	285,723
Property and office equipment	131,562	112,646
Accumulated depreciation	(232,776)	(183,953)
Total property and equipment, net	201,946	214,416
Other long-term assets:
Goodwill	1,122,530	817,113
Operating lease right-of-use assets	55,048	51,214
Other intangibles, net	548,716	402,095
Other	18,371	16,151
Total assets	2,258,694	1,903,356
Current liabilities:
Current portion of long-term debt	15,421	16,044
Current portion of operating lease liability	15,364	14,155
Current portion of obligation under tax receivable agreement	15,613	15,572
Accounts payable	49,965	37,215
Accrued compensation	33,726	38,671
Accrued interest	2,970	6,347
Deferred revenue	6,549	8,800
Other accrued expenses	25,315	22,727
Total current liabilities	164,923	159,531
Long-term debt, less current portion	1,028,502	1,145,055
Obligation under tax receivable agreement, pension and other long-term liabilities	57,030	53,794
Operating lease liability, less current portion	44,130	40,283
Deferred income taxes, net	102,110	62,748
Commitments and contingencies (Note 11)
Equity
Common stock, $0.0001 par value; 350,000,000 shares authorized; 130,356,920 and 98,983,296 shares issued and outstanding at June 30, 2021 and December 31, 2020	13	10
Additional paid-in capital	928,623	513,902
Accumulated deficit	(64,137)	(68,492)
Accumulated other comprehensive loss	(2,618)	(3,619)
Total Agiliti, Inc. and Subsidiaries equity	861,881	441,801
Noncontrolling interest	118	144
Total equity	861,999	441,945
Total liabilities and equity	$ 2,258,694	$ 1,903,356

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 2,064	$ 1,993
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Number of common shares authorized	350,000,000	350,000,000
Number of common shares issued	130,356,920	98,983,296
Common stock, shares outstanding	130,356,920	98,983,296

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Consolidated Statements of Operations
Revenue	$ 250,543	$ 185,161	$ 485,788	$ 364,400
Cost of revenue	151,435	117,691	285,358	239,124
Gross margin	99,108	67,470	200,430	125,276
Selling, general and administrative	81,056	52,540	150,279	109,104
Operating income	18,052	14,930	50,151	16,172
Loss on extinguishment of debt	10,116		10,116
Interest expense	11,713	15,156	29,733	32,974
(Loss) income before income taxes and noncontrolling interest	(3,777)	(226)	10,302	(16,802)
Income tax expense (benefit)	1,394	(1,077)	5,890	(5,105)
Consolidated net (loss) income	(5,171)	851	4,412	(11,697)
Net income attributable to noncontrolling interest	27	29	57	103
Net (loss) income attributable to Agiliti, Inc. and Subsidiaries	$ (5,198)	$ 822	$ 4,355	$ (11,800)
Basic (loss) income per share	$ (0.04)	$ 0.01	$ 0.04	$ (0.12)
Diluted (loss) income per share	$ (0.04)	$ 0.01	$ 0.04	$ (0.12)
Weighted-average common shares outstanding:
Basic	122,908,065	98,983,296	111,071,756	98,969,079
Diluted	122,908,065	103,694,384	118,760,837	98,969,079

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Consolidated Statements of Comprehensive (Loss) Income
Consolidated net (loss) income	$ (5,171)	$ 851	$ 4,412	$ (11,697)
Other comprehensive income (loss):
Gain on minimum pension liability, net of tax of $19, $0, $37 and $0	54	20	109	24
Gain (loss) on cash flow hedge, net of tax of $32, $0, $303 and $0	96	(1,582)	892	(1,582)
Total other comprehensive income (loss)	150	(1,562)	1,001	(1,558)
Comprehensive (loss) income	(5,021)	(711)	5,413	(13,255)
Comprehensive income attributable to noncontrolling interest	27	29	57	103
Comprehensive (loss) income attributable to Agiliti, Inc. and Subsidiaries	$ (5,048)	$ (740)	$ 5,356	$ (13,358)

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Consolidated Statements of Comprehensive (Loss) Income
Gain on minimum pension liability, tax	$ 19	$ 0	$ 37	$ 0
Gain on cash flow hedge tax	$ 32	$ 0	$ 303	$ 0

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Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interests	Total
Balance at Dec. 31, 2019	$ 10	$ 503,637	$ (46,014)	$ (940)	$ 276	$ 456,969
Increase (Decrease) in Equity
Consolidated net income (loss)			(11,800)		103	(11,697)
Other comprehensive income (loss)				(1,558)		(1,558)
Share-based compensation		4,451				4,451
Shares forfeited for taxes		(145)				(145)
Dividend forfeited		233				233
Cash distributions to noncontrolling interests					(206)	(206)
Balance at Jun. 30, 2020	10	508,176	(57,814)	(2,498)	173	448,047
Balance at Mar. 31, 2020	10	506,051	(58,636)	(936)	226	446,715
Increase (Decrease) in Equity
Consolidated net income (loss)			822		29	851
Other comprehensive income (loss)				(1,562)		(1,562)
Share-based compensation		2,068				2,068
Dividend forfeited		57				57
Cash distributions to noncontrolling interests					(82)	(82)
Balance at Jun. 30, 2020	10	508,176	(57,814)	(2,498)	173	448,047
Balance at Dec. 31, 2020	10	513,902	(68,492)	(3,619)	144	441,945
Increase (Decrease) in Equity
Consolidated net income (loss)			4,355		57	4,412
Other comprehensive income (loss)				1,001		1,001
Share-based compensation		5,682				5,682
Stock options exercised		373				373
Issuance of common stock	3	412,738				412,741
Stock issuance costs		(4,084)				(4,084)
Dividend forfeited		12				12
Cash distributions to noncontrolling interests					(83)	(83)
Balance at Jun. 30, 2021	13	928,623	(64,137)	(2,618)	118	861,999
Balance at Mar. 31, 2021	10	527,626	(58,939)	(2,768)	124	466,053
Increase (Decrease) in Equity
Consolidated net income (loss)			(5,198)		27	(5,171)
Other comprehensive income (loss)				150		150
Share-based compensation		3,270				3,270
Stock options exercised		373				373
Issuance of common stock	3	401,438				401,441
Stock issuance costs		(4,084)				(4,084)
Cash distributions to noncontrolling interests					(33)	(33)
Balance at Jun. 30, 2021	$ 13	$ 928,623	$ (64,137)	$ (2,618)	$ 118	$ 861,999

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Consolidated net income (loss)	$ 4,412	$ (11,697)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	52,884	47,916
Amortization	40,955	36,025
Remeasurement of tax receivable agreement	4,345
Loss on extinguishment of debt	7,716
Provision for doubtful accounts	573	1,179
Provision for inventory obsolescence	2,226	382
Non-cash share-based compensation expense	5,766	4,451
Gain on sales and disposals of equipment	(840)	(448)
Deferred income taxes	4,694	(5,297)
Changes in operating assets and liabilities:
Accounts receivable	6,047	(19,805)
Inventories	(1,414)	(2,748)
Other operating assets	(412)	342
Accounts payable	5,352	(125)
Other operating liabilities	(24,796)	10,271
Net cash provided by operating activities	107,508	60,446
Cash flows from investing activities:
Medical equipment purchases	(16,269)	(16,557)
Property and office equipment purchases	(10,612)	(8,511)
Proceeds from disposition of property and equipment	2,013	1,011
Acquisitions, net of cash acquired	(450,198)	(89,706)
Net cash used in investing activities	(475,066)	(113,763)
Cash flows from financing activities:
Proceeds under revolver	35,000	189,500
Payments under revolver	(35,000)	(173,000)
Proceeds under term loan	198,052	124,844
Payments under term loan	(324,805)	(3,930)
Payments of principal under finance lease liability	(4,270)	(3,813)
Payments of deferred financing costs	(229)	(199)
Payments under tax receivable agreement	(748)
Distributions to noncontrolling interests	(83)	(206)
Proceeds from exercise of stock options	373
Dividend and equity distribution payment	(924)	(1,132)
Proceeds from issuance of common stock	401,441
Stock issuance costs	(4,084)
Shares forfeited for taxes		(145)
Change in book overdrafts		(1,771)
Net cash provided by financing activities	264,723	130,148
Net change in cash and cash equivalents	(102,835)	76,831
Cash and cash equivalents at the beginning of period	206,505
Cash and cash equivalents at the end of period	103,670	76,831
Supplemental cash flow information:
Interest paid	31,017	27,884
Income taxes paid	$ 1,541	$ 415

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Basis of Presentation

6 Months Ended

Jun. 30, 2021

Basis of Presentation

Basis of Presentation

1.Basis of Presentation

Description of Business

Agiliti, Inc. (individually and together with its consolidated subsidiaries (Federal Street Acquisition Corp (“FSAC”), Agiliti Holdco, Inc. and Agiliti Health, Inc. and subsidiaries) (“we”, “our”, “us”, the “Company” or “Agiliti”)) is a nationwide provider of healthcare technology management and service solutions to the United States healthcare industry. Agiliti, Inc. owns 100% of FSAC. FSAC owns 100% of Agiliti Holdco, Inc. Agiliti Holdco, Inc. owns 100% of Agiliti Health, Inc. Agiliti Health, Inc. owns 100% of Agiliti Surgical, Inc., Agiliti Imaging, Inc. and Northfield Medical, Inc. (effective March 19, 2021). Agiliti Health, Inc. and subsidiaries is the only company with operations. All other entities have no material assets, liabilities, cash flows or operations other than their investment and ownership of Agiliti Health, Inc. and subsidiaries.

Initial Public Offering

On April 27, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 30,263,157 shares of its common stock. The price was $14.00 per share. The Company received net proceeds of approximately $397.4 million from the IPO after deducting underwriting discounts and commissions of $22.2 million and offering expenses. Immediately after our IPO, funds controlled by principal stockholder, Thomas H. Lee Partners, L.P., own approximately 76.0% of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”).

Basis of Presentation

The interim condensed consolidated financial statements have been prepared by the Company without audit. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020, included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“the Securities Act”), on April 26, 2021 (“the Prospectus”).

The interim condensed consolidated financial statements presented herein as of June 30, 2021, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income (loss), equity and cash flows for the periods presented. These adjustments are all of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year.

We are required to make estimates and assumptions about future events in preparing condensed consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenue and expenses at the date of the unaudited condensed consolidated financial statements. While we believe that our past estimates and assumptions have been materially accurate, our current estimates are subject to change if different assumptions as to the outcome of future events are made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited condensed consolidated financial statements.

A description of our significant accounting policies is included in the Prospectus. There have been no material changes to these policies for the quarter ended June 30, 2021.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2021

Recent Accounting Pronouncements

Recent Accounting Pronouncements

2.Recent Accounting Pronouncements

Standards Adopted

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and recognition of deferred tax liabilities. This standard also simplifies the accounting for franchise taxes and enacted change in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the basis of goodwill. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. We adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Standards Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU may be applied through December 31, 2022. We are beginning to evaluate the impact of ASU 2020-04 on our consolidated financial statements.

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Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue Recognition

Revenue Recognition

3.Revenue Recognition

In the following table, revenue is disaggregated by service solution.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Equipment Solutions	$	72,140	$	73,710	$	154,611	$	142,115
Clinical Engineering		101,141		67,027		176,247		133,040
Onsite Managed Services		77,262		44,424		154,930		89,245
	$	250,543	$	185,161	$	485,788	$	364,400

The Company capitalizes contract costs incurred in obtaining new contracts. The contract asset included in other long-term assets in the Condensed Consolidated Balance Sheet at June 30, 2021 and December 31, 2020 was $14.5 and $13.4 million, respectively. Capitalized costs are amortized over the expected life of the related contracts, which is estimated to be five years. Amortization is computed on a straight-line basis, which coincides with the predominant expected life of the underlying contracts. Amortization costs are reflected in cost of revenue and selling, general and administrative expenses. The amount of amortization included in cost of revenue was $0.2 and $0.1 million for the three months ended June 30, 2021 and 2020, respectively and $0.3 and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. The amount of amortization included in selling, general and administrative expense was $0.8 and $0.4 million for the three months ended June 30, 2021 and 2020, respectively, and $1.4 and $0.8 million for the six months ended June 30, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized during three and six months ended 2021 and 2020.

During the three and six months ended June 30, 2021, $2.8 and $6.1 million of revenue was recognized that was included in deferred revenue at the beginning of the period.

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Acquisitions

6 Months Ended

Jun. 30, 2021

Acquisitions

Acquisitions

4.Acquisitions

On March 19, 2021, we completed a stock purchase agreement to purchase all of the outstanding capital stock of Northfield Medical, Inc. (“Northfield”), a company specializing in the service and repair of medical equipment and instruments for a total consideration of approximately $475 million (“Northfield Acquisition”). The consideration consisted of $461.0 million of cash paid at closing, $11.3 million in issuance of 752,328 shares of common stock and a $2.7 million of net working capital adjustment. The results of Northfield’s operations have been included in the condensed consolidated financial statements since March 19, 2021.

The following summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of the Northfield Acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	10,767
Accounts receivable		16,970
Inventories		5,810
Other current assets		502
Property and equipment		11,713
Goodwill		305,417
Operating lease right-of-use assets		4,815
Other intangibles		183,700
Accounts payable		(7,331)
Accrued compensation		(7,948)
Other accrued expenses		(9,620)
Finance lease liability		(2,340)
Operating lease liability		(5,025)
Other long-term liabilities		(837)
Deferred income taxes		(34,328)
Total purchase price	$	472,265

The Other intangibles represent acquired finite-life customer relationships, which is amortized over 15 years using the sum of the years’ digits method. The total amount of goodwill that is deductible for tax purposes is $68.2 million.

Due to the recent closing of the transaction, the purchase price allocation was preliminary and will be finalized when final assessments of the fair value of acquired assets and assumed liabilities are completed. The area of the purchase price allocation that are not yet finalized include income tax related matters. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The Northfield Acquisition was funded with additional borrowings under our first lien term loan, revolving loan and cash.

The following unaudited pro forma condensed consolidated results of operations assume the Northfield Acquisition had occurred on January 1, 2020. The unaudited pro forma condensed consolidated financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually closed on that date, nor the results that may be obtained in the future.

	(Unaudited)				(Unaudited)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Revenue	$	250,543	$	208,666	$	510,735	$	416,325
Net (loss) income attributable to Agiliti, Inc. and Subsidiaries		(4,954)		(2,667)		3,723		(18,438)

Included in the determination of pro forma net income (loss) for the three and six months ended June 30, 2021 and 2020 are pro forma charges for various purchase accounting adjustments. These pro forma adjustments included depreciation and amortization of assets acquired and interest expense on additional debt to finance the acquisition. Income taxes are provided at the estimated statutory rate.

On December 11, 2020, we completed the acquisition of certain assets of a surgical laser equipment solutions provider for total consideration of approximately $8.9 million. The result of the acquired company’s operations have been included in the condensed consolidated financial statements since that date.

On January 31, 2020, we completed the acquisition of certain assets of a surgical equipment repair and maintenance service provider for total consideration of approximately $88.3 million. The result of the acquired company’s operations have been included in the condensed consolidated financial statements since that date.

The following summarizes the fair values of assets acquired and liabilities assumed of the January 31, 2020 acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	51
Accounts receivable		10,447
Inventories		4,591
Other current assets		208
Property and equipment		3,534
Goodwill		35,554
Operating lease right-of-use assets		2,422
Other intangibles		34,714
Accounts payable		(1,333)
Accrued compensation		(494)
Other accrued expenses		(275)
Operating lease liability		(1,142)
Total purchase price	$	88,277

The acquired intangible assets, all of which are finite-life, are comprised of trade name and customer relationships and have a weighted average useful life of approximately 14.5 years. The total amount of goodwill that is deductible for tax purposes is $35.4 million.

This acquisition was funded from the revolving loan.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

Fair Value Measurements

5.Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 are summarized in the following table by type of inputs applicable to the fair value measurements:

	Fair Value at June 30, 2021								Fair Value at December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Deferred compensation assets	$	2,149	$	—	$	—	$	2,149	$	1,104	$	—	$	—	$	1,104
Interest rate swap		—		266		—		266		—		—		—		—
Liabilities:
Contingent consideration	$	—	$	—	$	500	$	500	$	—	$	—	$	321	$	321
Obligation under tax receivable agreement		—		—		54,353		54,353		—		—		50,600		50,600
Interest rate swap		—		953		—		953		—		1,883		—		1,883
Deferred compensation liabilities		2,149		—		—		2,149		1,104		—		—		1,104

A description of the inputs used in the valuation of assets and liabilities is summarized as follows:

Level 1 — Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 — Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to

be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.

The deferred compensation assets are held in mutual funds. The fair value of the deferred compensation assets and liabilities is based on the quoted market prices for the mutual funds and thus represents a Level 1 fair value measurement.

On January 4, 2019, we entered into a tax receivable agreement (“TRA”) with our former owners. The fair value of the obligation under the TRA was estimated using company specific assumptions that are not observable in the market and thus represents a Level 3 fair value measurement. Management’s estimate of the valuation of the obligation under the TRA is based on a Monte Carlo model which involves the use of projected cash flows of the Company, a discount rate, and historical deferred tax assets subject to the agreement. We made a remeasurement adjustment to increase the liability by $0.2 and $0 million during the three months ended June 30, 2021 and 2020, respectively. We made a remeasurement adjustment to increase the liability by $4.3 and $0 million during the six months ended June 30, 2021 and 2020, respectively. We made no payments under TRA during the three months ended June 30, 2021 and 2020. We made $0.7 million in payments under TRA during the six months ended June 30, 2021 and no payment for the six months ended June 30, 2020.

In May 2020, we entered into an interest rate swap agreement to manage our interest rate exposure, see Note 8, Long-Term Debt. The carrying value of interest rate swap contracts is at fair value, which is determined based on current interest rate and forward interest rates as of the balance sheet date and is classified within Level 2.

Fair Value of Other Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The fair value of our outstanding First Lien Term Loan and Second Lien Term Loan (each as defined in Note 8, Long-Term Debt) as of June 30, 2021 and December 31, 2020, based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately:

	June 30, 2021				December 31, 2020
	Carrying		Fair		Carrying		Fair
(in thousands)	Value		Value		Value		Value
First Lien Term Loan (1)	$	1,021,377	$	1,031,913	$	906,624	$	911,788
Second Lien Term Loan (2)		—		—		232,361		240,000

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

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Selected Financial Statement Information

6 Months Ended

Jun. 30, 2021

Selected Financial Statement Information

Selected Financial Statement Information

6.Selected Financial Statement Information

Goodwill and Other Intangible Assets

Our goodwill as of June 30, 2021 and December 31, 2020 consist of the following:

(in thousands)
Balance at December 31, 2020	$	817,113
Acquisition		305,417
Balance at June 30, 2021	$	1,122,530

There were no impairment losses recorded on goodwill through June 30, 2021.

Our other intangible assets as of June 30, 2021 and December 31, 2020 consist of the following:

	June 30, 2021								December 31, 2020
			Accumulated								Accumulated
(in thousands)	Cost		Amortization		Impairment		Net		Cost		Amortization		Impairment		Net
Finite-life intangibles
Customer relationship	$	696,889	$	(152,878)	$	—	$	544,011	$	513,189	$	(118,172)	$	—	$	395,017
Non-compete agreements		14,613		(11,713)		—		2,900		14,613		(9,647)		—		4,966
Trade names		3,779		(1,974)		—		1,805		3,779		(1,667)		—		2,112
Total intangible assets	$	715,281	$	(166,565)	$	—	$	548,716	$	531,581	$	(129,486)	$	—	$	402,095

Total amortization expense related to intangible assets was $20.6 and $16.7 million for the three months ended June 30, 2021 and 2020, respectively, and $37.1 and $33.1 million for the six months ended June 30, 2021 and 2020, respectively.

There were no impairment charges during three and six months ended 2021 and 2020 with respect to other intangible assets.

The estimated future amortization expense for identifiable intangible assets during the remainder of 2021 and the next five years is as follows:

(in thousands)
Remainder of 2021	$	41,189
2022		75,225
2023		68,090
2024		62,229
2025		56,367
2026		50,495

Supplementary Cash Flow Information

Supplementary cash flow information are as follows (in thousands):

	June 30,
	2021		2020
Non-cash activities:
Property and equipment purchases included in accounts payable (at end of period)	$	2,672	$	3,079
Finance lease additions		1,644		3,957
Operating lease right-of-use assets and operating lease liability additions		5,543		2,050
Issuance of common stock related to acquisition		11,300		—

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Share-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Share-Based Compensation

7.Share-Based Compensation

The 2018 Omnibus Incentive Plan (“2018 Plan”) provides for issuance of 16.7 million nonqualified stock options, restricted stock units and performance restricted stock units to any of the Company’s executives, other key employees and certain non-employee directors. The stock options allow for the purchase of shares of common stock of the Company at prices equal to the stock’s fair market value at the date of grant. Options granted had a ten-year contractual term and vest over one to four years. The restricted stock units vest over one to four years. The performance restricted stock units vest over three years upon achievement of established performance targets as defined in the respective award agreements.

The shares issued to a grantee upon the exercise of such grantee’s options will be subject to certain restrictions on transferability as provided in the 2018 Plan. Grantees are subject to non-competition, non-solicitation and confidentiality requirements as set forth in their respective stock option grant agreements. Forfeited options, restricted stock units and performance restricted stock units are available for future issue.

We determine the fair value of stock options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as an expense on a straight-line basis over the options’ expected vesting periods.

In connection with our IPO, we granted certain of our employees, including our named executive officers, restricted stock units, performance restricted stock units, and stock options under the 2018 Plan with respect to approximately 1.6 million shares of the Company’s common stock.

In connection with the IPO, we adopted an Employee Stock Purchase Plan (“ESPP”). A total of two million shares of our common stock are reserved for issuance under the ESPP. Employees are permitted to purchase the Company’s common stock at 85% of market value at the end of the six-month offering period ending on April 30 and October 31 each year. The Company recognizes share-based compensation expense for the discount received by participating employees. No shares were issued under the ESPP as of June 30, 2021.

Remaining authorized options, restricted stock units and performance restricted stock units available for future issuance was 8.4 million shares at June 30, 2021.

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Long-Term Debt

6 Months Ended

Jun. 30, 2021

Long-Term Debt

Long-Term Debt

8.Long-Term Debt

Long-term debt consists of the following:

	June 30,		December 31,
(in thousands)	2021		2020
First Lien Term Loan (1)	$	1,021,377	$	906,624
Second Lien Term Loan (2)		-		232,361
Revolving Loan (3)		(2,020)		(2,481)
Finance lease liability		24,566		24,595
		1,043,923		1,161,099
Less: Current portion of long-term debt		(15,421)		(16,044)
Total long-term debt	$	1,028,502	$	1,145,055

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

(3) The carrying value of the Revolving Loan is net of unamortized deferred financing costs of $2.0 and $2.5 million as of June 30, 2021 and December 31, 2020, respectively.

First Lien Credit Facilities. On January 4, 2019, in connection with and substantially concurrent with the closing of the business combination, Agiliti Health, Inc. entered into a credit agreement (the “First Lien Credit Facilities”) with JPMorgan Chase Bank, N.A. as administrative agent, collateral agent, and letter of credit issuer, Agiliti Holdco, Inc., certain subsidiaries of Agiliti Health, Inc. acting as guarantors (the “Guarantors”), and the lenders from time to time party thereto.

The First Lien Credit Facilities originally provided for a seven-year senior secured delayed draw term loan facility in an aggregate principal amount of $660 million (the “First Lien Term Loan”) and a five-year senior secured revolving credit facility in an aggregate principal amount of $150 million (the “Revolving Loan”). In February 2020, we increased our principal First Lien Term Loan facility by $125 million and the revolving loan facility by $40 million. In October 2020 and March 2021, we further increased our principal First Lien Term Loan facility by $150 million and $200 million, respectively. All terms to the First Lien Term Loan remained the same, except these additional loans are subject to an interest rate floor of 0.75%.

The First Lien Term Loan amortizes in equal quarterly installments, commencing on June 30, 2019, in an aggregate annual amount equal to 1.00% of the original principal amount of such term loan, with the balance due and payable at maturity unless prepaid prior thereto.

Borrowings under the First Lien Credit Facilities bear interest, at Agiliti Health, Inc.’s option, at a rate per annum equal to an applicable margin (the “Applicable Margin”) over either (a) a base rate determined by reference to the highest of (1) the prime lending

rate published in the Wall Street Journal, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for a one-month interest period, plus 1.00%, or (b) a LIBOR rate determined by reference to the LIBOR rate as set forth by the ICE Benchmark Administration for the interest period relevant to such borrowing, in each case, subject to interest rate floors.

The First Lien Credit Facilities contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of Agiliti Health, Inc. and the guarantors thereunder to incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; pay dividends and distributions or repurchase capital stock; prepay, redeem or repurchase certain indebtedness; make investments, loans and advances; enter into agreements which limit the ability of Agiliti Health, Inc. and the guarantors thereunder to incur liens on assets; and enter into amendments to certain junior lien and subordinated indebtedness in a manner materially adverse to the lenders.

Solely with respect to the Revolving Loan, commencing with the fiscal quarter ending June 30, 2019, the Company is required to maintain a leverage ratio not to exceed 7:1, when the aggregate principal amount of outstanding Revolving Loans and drawn Letters of Credit, on the last day of the most recent fiscal quarter, exceeds 35% of the total revolving credit commitments.

On April 27, 2021, the Company entered into Amendment No. 4 (the “Amendment”) to the First Lien Credit Agreement. Pursuant to the Amendment, (i) the existing Revolving Loan was terminated and a new revolving credit facility was incurred under the First Lien Credit Agreement in an aggregate principle amount of $250.0 million (the “New Revolving Credit Facility”); (ii) the interest rate margin for borrowings under the New Revolving Credit Facility was set at LIBOR plus 2.75%, with stepdowns to (A) LIBOR plus 2.50% if the first lien leverage ratio (as calculated thereunder) is less than or equal to 3.75:1.00 and (B) LIBOR plus 2.25% if the first lien leverage ratio is less than or equal to 3.25:1.00; (iii) the commitment fee on the average daily undrawn portion of the New Revolving Credit Facility was reduced to 0.3750% per annum if the first lien leverage ratio is greater than 3.25:1.00 and 0.250% if the first lien leverage ratio is less than or equal to 3.25:1.00 and (iv) borrowings under the New Revolving Credit Facility mature the earlier of (x) six months prior to the then-existing final maturity date of the related term loans and (y) January 4, 2026.

In connection with the Amendment No. 4 above, the Company incurred loss on extinguishment of debt of $0.3 million related to the write-off of unamortized deferred financing cost on the revolving credit facility.

Except as described above, the Amendment has substantially the same terms as the First Lien Credit Agreement, and amendments thereto, including customary covenants and events of default.

Second Lien Term Loan. The Second Lien Term Loan provided for an eight-year term loan facility in an aggregate principal amount of $240 million (the “Second Lien Term Loan”). The proceeds of the Second Lien Term Loan were drawn on November 15, 2019 and used to return capital to shareholders.

Borrowings under the Second Lien Term Loan bore interest, at Agiliti Health, Inc.’s option, at a rate per annum equal to an applicable margin over either (a) a base rate determined by reference to the highest of (1) the prime lending rate published in the Wall Street Journal, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for a one-month interest period, plus 1.00%, or (b) a LIBOR rate determined by reference to the LIBOR rate as set forth by the ICE Benchmark Administration for the interest period relevant to such borrowing, in each case, subject to interest rate floors. The interest rate on the Second Lien Term Loan was LIBOR rate plus 7.75% at the end of the first quarter.

We used the proceeds from the IPO to repay $240.0 million in aggregate principal amount of our Second Lien Term Loan, $80.0 million of our First Lien Term Loan and $10.0 million of our Revolving Loan facility.

In connection with the repayment of our Second Lien Term Loan in April 2021, we incurred loss on extinguishment of debt of $9.8 million which consisted of the write-off of unamortized deferred financing costs and debt discount of $7.4 million and an additional 1% redemption price or $2.4 million.

Interest Rate Swap. In May 2020, we entered into an interest rate swap agreement for a total notional amount of $500.0 million, which has the effect of converting a portion of our First Lien Term Loan to fixed interest rates. The effective date for the interest rate swap agreement was June 2020 and the expiration date is June 2023.

The interest rate swap agreement qualifies for cash flow hedge accounting under ASC Topic 815, “Derivatives and Hedging.” Both at inception and on an on-going basis, we must perform an effectiveness test. The fair value of the interest rate swap agreement at June

30, 2021 was $0.7 million, of which $1.0 million is included in other accrued expenses and $0.3 million is included in other long-term assets on our condensed consolidated balance sheet. The change in fair value was recorded as a component of accumulated other comprehensive loss on our condensed consolidated balance sheet, net of tax, since the instrument was determined to be an effective hedge at June 30, 2021. We have not recorded any amounts due to ineffectiveness for any periods presented.

As a result of our interest rate swap agreement, we expect the effective interest rate on $350.0 million and $150.0 million of our First Lien Term Loan to be 0.3396% and 0.3290%, respectively, plus the Applicable Margin through June 2023.

We were in compliance with all financial debt covenants for all periods presented.

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Leases

6 Months Ended

Jun. 30, 2021

Leases

Leases

9.Leases

We lease facilities under operating lease agreements, which include both monthly and longer-term arrangements. Our finance leases consist primarily of leased vehicles.

The lease assets and liabilities are as follows:

		June 30,		December 31,
(in thousands)	Classification	2021		2020
Lease Assets
Operating lease assets	Operating lease right-of-use assets	$	55,048	$	51,214
Finance lease assets	Property and equipment(a)		24,825		23,513
Total leased assets		$	79,873	$	74,727
Lease Liabilities
Current
Operating	Current portion of operating lease liability	$	15,364	$	14,155
Finance	Current portion of long-term debt		7,562		6,694
Noncurrent
Operating	Operating lease liability, less current portion		44,130		40,283
Finance	Long-term debt, less current portion		17,004		17,901
Total lease liabilities		$	84,060	$	79,033

(a) Finance lease assets are recorded net of accumulated depreciation of $16,778 and $13,096 as of June 30, 2021 and December 31, 2020, respectively.

The lease cost for the three and six months ended June 30, 2021 and 2020 was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Lease Cost
Finance lease cost
Amortization of right-of-use assets	$	2,186	$	2,096	$	4,378	$	4,122
Interest on lease liabilities		196		178		378		364
Operating lease cost		4,794		2,859		9,100		5,704
Short-term lease cost		156		77		312		123
Variable lease cost		1,314		957		2,775		1,923
Total lease cost	$	8,646	$	6,167	$	16,942	$	12,236

The maturity of lease liabilities at June 30, 2021 was as follows:

		Operating		Finance
(in thousands)		Leases		Leases		Total
Remaining of 2021	$	8,794	$	4,484	$	13,278
2022		15,148		6,929		22,077
2023		13,035		4,827		17,862
2024		11,056		3,382		14,438
2025		8,136		2,345		10,481
Thereafter		6,366		5,044		11,410
Total lease payments	$	62,535	$	27,011	$	89,546
Less: Interest		3,041		2,445		5,486
Present value of lease liabilities	$	59,494	$	24,566	$	84,060

The lease term and discount rate at June 30, 2021 were as follows:

	June 30,
Lease Term and Discount Rate	2021
Weighted-average remaining lease term (years)
Operating leases	4.4
Finance leases	2.8
Weighted-average discount rate
Operating leases	2.5
Finance leases	2.5

Other information related to cash paid related to lease liabilities and lease assets obtained for the six months ended June 30, 2021 and 2020 was as follows:

	Six Months Ended
	June 30,
(in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	378	$	364
Operating cash flows from operating leases		8,743		5,618
Financing cash flows from finance leases		4,270		3,813
Lease asset obtained in exchange for new finance lease liabilities		1,644		3,957
Lease asset obtained in exchange for new operating lease liabilities		5,543		2,050

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Dividend

6 Months Ended

Jun. 30, 2021

Dividend

Dividend

10.Dividend

In November 2019, the Company declared a $2.23 dividend per share that was paid to holders of common stock and is paid upon vesting to holders of restricted stock units and performance restricted stock units. Dividends paid during the three months ended June 30, 2021 and 2020 were $0.02 and $0.02 million, respectively. Dividends paid during the six months ended June 30, 2021 and 2020 were $0.9 and $1.1 million, respectively.

Dividend payable was $1.2 and $2.2 million as of June 30, 2021 and December 31, 2020, respectively, of which $0.9 and $0.9 million was included in accounts payable and $0.3 and $1.3 million was included in other long-term liabilities.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies.

Commitments and Contingencies

11.Commitments and Contingencies

The Company, in the ordinary course of business, is subject to liability claims related to employees and the equipment that it rents and services. Asserted claims are subject to many uncertainties and the outcome of individual matters is not predictable. For certain claims where the loss is probable, a provision is recorded based on the Company’s best estimate. While the ultimate resolution of these actions may have an impact on the Company’s financial results for a particular reporting period, management believes that any such

resolution would not have a material adverse effect on the financial position, results of operations or cash flows of the Company and the chance of a negative outcome on outstanding litigation is considered remote.

On July 29, 2019, the Company entered into a memorandum of understanding to settle all claims in an employee related class action litigation brought in California. The Company received a release in exchange for a payment of $3.5 million. Payment of the settlement amount was made in February 2020.

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Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions

Related Party Transactions

12.Related Party Transaction

On January 4, 2019, the Company entered into an advisory services agreement (the “Advisory Services Agreement”) with Agiliti Holdco, Inc., Agiliti Health, Inc. and THL Managers VIII, LLC (the “Advisor”). Pursuant to the Advisory Services Agreement, the Advisor provided management, consulting and other advisory services to the Company. In consideration for these services, the Company paid to the Advisor (i) a non-refundable periodic retainer fee in an aggregate amount per fiscal quarter equal to the greater of (a) $375,000 or (b) 1% of the consolidated Adjusted EBITDA (as defined in the Advisory Services Agreement) for the immediately preceding fiscal quarter or such other amount as may be mutually agreed, with the first such payment to be made on April 15, 2019, (ii) fees in amounts to be mutually agreed in connection with any financing or refinancing, dividend, recapitalization, acquisition, disposition and spin-off or split-off transaction, (iii) in the case of an initial public offering (“IPO”), in addition to the fees under clauses (i) and (ii), an amount equal to the net present value of the higher periodic fee that would have been payable from the date of such IPO until the scheduled termination date of the Advisory Services Agreement, and (iv) fees for other management, consulting and other advisory services to be discussed in good faith among the parties. The companies also paid expenses incurred by the Advisor, its consultants and certain other parties affiliated with Advisor. Total professional services fees incurred to the Advisor were $0 and $0.6 million for the three months ended June 30, 2021 and 2020, respectively, and $0.6 and $1.1 million for the six months ended June 30, 2021 and 2020, respectively.

The Advisory Services Agreement was terminated upon the completion of the IPO. In connection with the termination of the Advisory Services Agreement, we were required to pay to the Advisor a buyout fee of approximately $7.0 million, which was expensed immediately in the second quarter.

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Limited Liability Companies

6 Months Ended

Jun. 30, 2021

Limited Liability Companies.

Limited Liability Companies

13.Limited Liability Companies

We participate with others in the formation of LLCs in which the Company becomes a partner and shares the financial interest with the other investors. The Company is the primary beneficiary of these LLCs. These LLCs acquire certain medical equipment for use in their respective business activities, which generally focus on surgical procedures. The LLCs will acquire medical equipment for rental purposes under equipment financing leases. At June 30, 2021, the LLCs had approximately $0.5 million of total assets. The third-party investors in each respective LLC generally provide the lease financing company with individual proportionate lease guarantees based on their respective ownership percentages in the LLCs. In addition, the Company will provide such financing companies with its corporate guarantee based on its respective ownership interest in each LLC. In certain instances, the Company has provided such financing companies with an overall corporate guarantee in connection with equipment financing transactions. In such instances, the individual investors in each respective LLC will generally indemnify us against losses, if any, incurred in connection with its corporate guarantee. Additionally, we provide operational and administrative support to the LLCs in which it is a partner. As of June 30, 2021, we held interests in two active LLCs.

In accordance with guidance issued by the FASB, we account for equity investments in LLCs (in which we are the primary beneficiary) under the full consolidation method whereby transactions between the Company and the LLCs have been eliminated through consolidation.

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2021

Employee Benefit Plans

Employee Benefit Plans

14.Employee Benefit Plans

Pension plan benefits are to be paid to eligible employees after retirement based primarily on years of credited service and participants’ compensation. The Company uses a December 31 measurement date. Effective December 31, 2002, the Company froze the benefits under the pension plan.

The components of net periodic benefit cost are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	196	$	241	$	393	$	477
Expected return on plan assets		(276)		(278)		(553)		(555)
Recognized net actuarial loss		73		21		146		25
Net periodic benefit cost	$	(7)	$	(16)	$	(14)	$	(53)

The Company made $0.2 and $0.2 million contribution to the pension plan during the three and six months ended June 30, 2021. The Company expects to make additional contributions of approximately $0.5 million for the remaining of 2021.

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Income Taxes

6 Months Ended

Jun. 30, 2021

Income Taxes

Income Taxes

15.Income Taxes

For the three and six months ended June 30, 2021, the Company recorded income tax expense of $1.4 million and $5.9 million, respectively. For the three and six months ended June 30, 2020, the Company recorded income tax benefit of $1.1 million and $5.1 million, respectively. The income tax expense for the three and six months ended June 30, 2021 is primarily due to the tax-effect of pre-tax income from operations plus addbacks for non-deductible transaction costs, nondeductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. The income tax benefit for the three and six months ended June 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period and amended state income tax filings.

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Concentration

6 Months Ended

Jun. 30, 2021

Concentration

Concentration

16.Concentration

For the six months ended June 30, 2021, approximately 18% of total revenue related to various contracts with the U.S. Department of Health and Human Services and the Assistant Secretary of Preparedness and Response.

On July 21, 2020, we entered into a one-year agreement with the U.S. Department of Health and Human Services and the Assistant Secretary for Preparedness and Response for the comprehensive maintenance and management services of medical ventilator equipment in exchange for up to $193 million in consideration throughout the duration of the agreement. On August 10, 2021, the agreement was extended and will now expire on September 27, 2021. See Note 18, Subsequent Event.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2021

Earnings (Loss) Per Share

Earnings (Loss) Per Share

17.Earnings (Loss) Per Share

The following is a reconciliation of the basic and diluted number of shares used in computing earnings (loss) per share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Basic weighted average shares outstanding		122,908,065		98,983,296		111,071,756		98,969,079
Net effect of dilutive stock awards based upon the treasury stock method		-		4,711,088		7,689,081		-
Dilutive weighted average shares outstanding		122,908,065		103,694,384		118,760,837		98,969,079
Basic earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Diluted earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Anti-dilutive share-based awards excluded from the calculation of
dilutive earnings per share		7,790,523		—		—		4,711,088

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Subsequent Event

6 Months Ended

Jun. 30, 2021

Subsequent Event

Subsequent Event

18.Subsequent Event

On August 10, 2021, Agiliti and the U.S. Department of Health and Human Services (“HHS”) and the Assistant Secretary for Preparedness and Response extended Agiliti’s agreement for the comprehensive maintenance and management services of medical ventilator equipment for a period of 60 days from the initial contract expiration date of July 27, 2021. The Company expects that HHS will issue a public request for proposal and make a new contract award prior to the September 27, 2021 expiration of the extension period.  Agiliti intends to compete for the new contract award.

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Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2021

Revenue Recognition

Summary of revenue disaggregated

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Equipment Solutions	$	72,140	$	73,710	$	154,611	$	142,115
Clinical Engineering		101,141		67,027		176,247		133,040
Onsite Managed Services		77,262		44,424		154,930		89,245
	$	250,543	$	185,161	$	485,788	$	364,400

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2021

Acquisitions

Summary of pro forma information

The following unaudited pro forma condensed consolidated results of operations assume the Northfield Acquisition had occurred on January 1, 2020. The unaudited pro forma condensed consolidated financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually closed on that date, nor the results that may be obtained in the future.

	(Unaudited)				(Unaudited)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Revenue	$	250,543	$	208,666	$	510,735	$	416,325
Net (loss) income attributable to Agiliti, Inc. and Subsidiaries		(4,954)		(2,667)		3,723		(18,438)

Northfield Acquisition

Acquisitions

Schedule of the fair values of the assets acquired and liabilities assumed at the northfield acquisition date

The following summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of the Northfield Acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	10,767
Accounts receivable		16,970
Inventories		5,810
Other current assets		502
Property and equipment		11,713
Goodwill		305,417
Operating lease right-of-use assets		4,815
Other intangibles		183,700
Accounts payable		(7,331)
Accrued compensation		(7,948)
Other accrued expenses		(9,620)
Finance lease liability		(2,340)
Operating lease liability		(5,025)
Other long-term liabilities		(837)
Deferred income taxes		(34,328)
Total purchase price	$	472,265

Surgical laser equipment service provider

Acquisitions

Schedule of the fair values of the assets acquired and liabilities assumed at the northfield acquisition date

The following summarizes the fair values of assets acquired and liabilities assumed of the January 31, 2020 acquisition within our condensed consolidated balance sheet:

(in thousands)
Cash	$	51
Accounts receivable		10,447
Inventories		4,591
Other current assets		208
Property and equipment		3,534
Goodwill		35,554
Operating lease right-of-use assets		2,422
Other intangibles		34,714
Accounts payable		(1,333)
Accrued compensation		(494)
Other accrued expenses		(275)
Operating lease liability		(1,142)
Total purchase price	$	88,277

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

Schedule of fair value of assets and liabilities measured on a recurring basis

	Fair Value at June 30, 2021								Fair Value at December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Deferred compensation assets	$	2,149	$	—	$	—	$	2,149	$	1,104	$	—	$	—	$	1,104
Interest rate swap		—		266		—		266		—		—		—		—
Liabilities:
Contingent consideration	$	—	$	—	$	500	$	500	$	—	$	—	$	321	$	321
Obligation under tax receivable agreement		—		—		54,353		54,353		—		—		50,600		50,600
Interest rate swap		—		953		—		953		—		1,883		—		1,883
Deferred compensation liabilities		2,149		—		—		2,149		1,104		—		—		1,104

Schedule of carrying value and fair value of long term debt

The Company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The fair value of our outstanding First Lien Term Loan and Second Lien Term Loan (each as defined in Note 8, Long-Term Debt) as of June 30, 2021 and December 31, 2020, based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately:

	June 30, 2021				December 31, 2020
	Carrying		Fair		Carrying		Fair
(in thousands)	Value		Value		Value		Value
First Lien Term Loan (1)	$	1,021,377	$	1,031,913	$	906,624	$	911,788
Second Lien Term Loan (2)		—		—		232,361		240,000

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

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Selected Financial Statement Information (Tables)

6 Months Ended

Jun. 30, 2021

Selected Financial Statement Information

Schedule of goodwill

(in thousands)
Balance at December 31, 2020	$	817,113
Acquisition		305,417
Balance at June 30, 2021	$	1,122,530

Schedule of other intangible assets

	June 30, 2021								December 31, 2020
			Accumulated								Accumulated
(in thousands)	Cost		Amortization		Impairment		Net		Cost		Amortization		Impairment		Net
Finite-life intangibles
Customer relationship	$	696,889	$	(152,878)	$	—	$	544,011	$	513,189	$	(118,172)	$	—	$	395,017
Non-compete agreements		14,613		(11,713)		—		2,900		14,613		(9,647)		—		4,966
Trade names		3,779		(1,974)		—		1,805		3,779		(1,667)		—		2,112
Total intangible assets	$	715,281	$	(166,565)	$	—	$	548,716	$	531,581	$	(129,486)	$	—	$	402,095

Schedule of estimated future amortization expense for identifiable intangible assets

(in thousands)
Remainder of 2021	$	41,189
2022		75,225
2023		68,090
2024		62,229
2025		56,367
2026		50,495

Summary of supplementary cash flow information

Supplementary cash flow information are as follows (in thousands):

	June 30,
	2021		2020
Non-cash activities:
Property and equipment purchases included in accounts payable (at end of period)	$	2,672	$	3,079
Finance lease additions		1,644		3,957
Operating lease right-of-use assets and operating lease liability additions		5,543		2,050
Issuance of common stock related to acquisition		11,300		—

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2021

Long-Term Debt

Schedule of long-term debt

Long-term debt consists of the following:

	June 30,		December 31,
(in thousands)	2021		2020
First Lien Term Loan (1)	$	1,021,377	$	906,624
Second Lien Term Loan (2)		-		232,361
Revolving Loan (3)		(2,020)		(2,481)
Finance lease liability		24,566		24,595
		1,043,923		1,161,099
Less: Current portion of long-term debt		(15,421)		(16,044)
Total long-term debt	$	1,028,502	$	1,145,055

(1) The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $11.6 and $12.8 million and unamortized debt discount of $4.4 and $2.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2) The carrying value of the Second Lien Term Loan was net of unamortized deferred financing costs of $0.8 million and unamortized debt discount of $6.8 million as of December 31, 2020. The Second Lien Term Loan was paid off on April 27, 2021.

(3) The carrying value of the Revolving Loan is net of unamortized deferred financing costs of $2.0 and $2.5 million as of June 30, 2021 and December 31, 2020, respectively.

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases

Summary of lease assets and liabilities

The lease assets and liabilities are as follows:

		June 30,		December 31,
(in thousands)	Classification	2021		2020
Lease Assets
Operating lease assets	Operating lease right-of-use assets	$	55,048	$	51,214
Finance lease assets	Property and equipment(a)		24,825		23,513
Total leased assets		$	79,873	$	74,727
Lease Liabilities
Current
Operating	Current portion of operating lease liability	$	15,364	$	14,155
Finance	Current portion of long-term debt		7,562		6,694
Noncurrent
Operating	Operating lease liability, less current portion		44,130		40,283
Finance	Long-term debt, less current portion		17,004		17,901
Total lease liabilities		$	84,060	$	79,033

(a) Finance lease assets are recorded net of accumulated depreciation of $16,778 and $13,096 as of June 30, 2021 and December 31, 2020, respectively.

Summary of lease cost

The lease cost for the three and six months ended June 30, 2021 and 2020 was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Lease Cost
Finance lease cost
Amortization of right-of-use assets	$	2,186	$	2,096	$	4,378	$	4,122
Interest on lease liabilities		196		178		378		364
Operating lease cost		4,794		2,859		9,100		5,704
Short-term lease cost		156		77		312		123
Variable lease cost		1,314		957		2,775		1,923
Total lease cost	$	8,646	$	6,167	$	16,942	$	12,236

Summary of maturity of lease liabilities

The maturity of lease liabilities at June 30, 2021 was as follows:

		Operating		Finance
(in thousands)		Leases		Leases		Total
Remaining of 2021	$	8,794	$	4,484	$	13,278
2022		15,148		6,929		22,077
2023		13,035		4,827		17,862
2024		11,056		3,382		14,438
2025		8,136		2,345		10,481
Thereafter		6,366		5,044		11,410
Total lease payments	$	62,535	$	27,011	$	89,546
Less: Interest		3,041		2,445		5,486
Present value of lease liabilities	$	59,494	$	24,566	$	84,060

Summary of lease term and discount rate

The lease term and discount rate at June 30, 2021 were as follows:

	June 30,
Lease Term and Discount Rate	2021
Weighted-average remaining lease term (years)
Operating leases	4.4
Finance leases	2.8
Weighted-average discount rate
Operating leases	2.5
Finance leases	2.5

Summary of additional information of leases

Other information related to cash paid related to lease liabilities and lease assets obtained for the six months ended June 30, 2021 and 2020 was as follows:

	Six Months Ended
	June 30,
(in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	378	$	364
Operating cash flows from operating leases		8,743		5,618
Financing cash flows from finance leases		4,270		3,813
Lease asset obtained in exchange for new finance lease liabilities		1,644		3,957
Lease asset obtained in exchange for new operating lease liabilities		5,543		2,050

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2021

Employee Benefit Plans

Schedule of components of net periodic pension costs

The components of net periodic benefit cost are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	196	$	241	$	393	$	477
Expected return on plan assets		(276)		(278)		(553)		(555)
Recognized net actuarial loss		73		21		146		25
Net periodic benefit cost	$	(7)	$	(16)	$	(14)	$	(53)

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings (Loss) Per Share

Summary of Earnings Per Share, Basic and Diluted

The following is a reconciliation of the basic and diluted number of shares used in computing earnings (loss) per share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Basic weighted average shares outstanding		122,908,065		98,983,296		111,071,756		98,969,079
Net effect of dilutive stock awards based upon the treasury stock method		-		4,711,088		7,689,081		-
Dilutive weighted average shares outstanding		122,908,065		103,694,384		118,760,837		98,969,079
Basic earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Diluted earnings (loss) per share	$	(0.04)	$	0.01	$	0.04	$	(0.12)
Anti-dilutive share-based awards excluded from the calculation of
dilutive earnings per share		7,790,523		—		—		4,711,088

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Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 27, 2021	Jun. 30, 2021
IPO
Number of common stock issued	30,263,157
Sale of stock, price per share	$ 14.00
Net proceeds from IPO	$ 397.4
Payment of underwriting discounts and commissions	$ 22.2
Agiliti, Inc.
Noncontrolling interest, ownership percentage	76.00%
Agiliti, Inc. | Federal Street Acquisition Corp
Non controlling interest, ownership percentage by parent		100.00%
Federal Street Acquisition Corp | Agiliti Holdco Inc
Non controlling interest, ownership percentage by parent		100.00%
Agiliti Holdco Inc | Agiliti Health Inc
Non controlling interest, ownership percentage by parent		100.00%
Agiliti Health Inc | Agiliti Surgical Inc., Agiliti Imaging, Inc. and Northfield Medical, Inc. [Member]
Non controlling interest, ownership percentage by parent		100.00%

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Revenues by service solution
Revenue	$ 250,543	$ 185,161	$ 485,788	$ 364,400
Contract asset	14,500		$ 14,500		$ 13,400
Capitalized costs amortization period			5 years		5 years
Impairment loss	0	0	$ 0	0
Deferred revenue recognized	2,800		6,100
Equipment Solutions
Revenues by service solution
Revenue	72,140	73,710	154,611	142,115
Clinical Engineering
Revenues by service solution
Revenue	101,141	67,027	176,247	133,040
On Site Managed Services
Revenues by service solution
Revenue	77,262	44,424	154,930	89,245
Cost of Revenue
Revenues by service solution
Cost amortization	200	100	300	200
Selling, General and Administrative Expenses
Revenues by service solution
Cost amortization	$ 800	$ 400	$ 1,400	$ 800

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Acquisitions (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Mar. 19, 2021	Dec. 11, 2020	Jan. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jan. 31, 2021	Dec. 31, 2020
Cost of acquired entity
Goodwill				$ 1,122,530		$ 1,122,530			$ 817,113
Operating lease liability				(59,494)		$ (59,494)
Northfield Acquisition
Cost of acquired entity
Total purchase price	$ 475,000
Cash paid	461,000
Net working capital	2,700
Estimated remaining useful life						15 years
Cash	10,767
Accounts receivable	16,970
Inventories	5,810
Other current assets	502
Property and equipment	11,713
Goodwill	305,417
Operating lease right-of-use assets	4,815
Other intangibles	183,700
Accounts payable	(7,331)
Accrued compensation	(7,948)
Other accrued expenses	(9,620)
Finance lease liability	(2,340)
Operating lease liability	(5,025)
Other long-term liabilities	(837)
Deferred income taxes	(34,328)
Total purchase price	472,265
Business combination, consideration through equity, value	$ 11,300
Business combination, consideration through equity, number of shares issued	752,328
Goodwill deductible for tax purpose				68,200		$ 68,200
Capital lease	$ (2,340)
Business acquisition pro forma information
Revenue				250,543	$ 208,666	510,735	$ 416,325
Net income (loss) attributable to Agiliti, Inc. and Subsidiaries				(4,954)	$ (2,667)	$ 3,723	$ (18,438)
Surgical laser equipment service provider
Cost of acquired entity
Total purchase price		$ 8,900	$ 88,300
Estimated remaining useful life						14 years 6 months
Cash								$ 51
Accounts receivable								10,447
Inventories								4,591
Other current assets								208
Property and equipment								3,534
Goodwill								35,554
Operating lease right-of-use assets								2,422
Other intangibles								34,714
Accounts payable								(1,333)
Accrued compensation								(494)
Other accrued expenses								(275)
Operating lease liability								(1,142)
Total purchase price								$ 88,277
Goodwill deductible for tax purpose				$ 35,400		$ 35,400

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Fair Value Measurements - Schedule of fair value of assets and liabilities measured on a recurring basis (Details) - Recurring basis - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets:
Deferred compensation assets	$ 2,149	$ 1,104
Interest rate swap	266
Liabilities:
Contingent consideration	500	321
Obligation under tax receivable agreement	54,353	50,600
Interest rate swap	953	1,883
Deferred compensation liabilities	2,149	1,104
Level 1
Assets:
Deferred compensation assets	2,149	1,104
Liabilities:
Deferred compensation liabilities	2,149	1,104
Level 2
Assets:
Interest rate swap	266
Liabilities:
Interest rate swap	953	1,883
Level 3
Liabilities:
Contingent consideration	500	321
Obligation under tax receivable agreement	$ 54,353	$ 50,600

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Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Instruments [Abstract]
Increase in liability due to remeasurement adjustment	$ 0.2	$ 0.0	$ 4.3	$ 0.0
Payments under tax receivable agreement	$ 0.0	$ 0.0	$ 0.7	$ 0.0

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Fair Value Measurements - Schedule of carrying value and fair value of long term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
First Lien Term Loan
Debt Instrument [Line Items]
Carrying Value	$ 1,021,377	$ 906,624
Fair Value	1,031,913	911,788
Unamortized deferred financing costs	11,600	12,800
Unamortized debt discount	$ 4,400	2,800
Second Lien Term Loan
Debt Instrument [Line Items]
Carrying Value		232,361
Fair Value		240,000
Unamortized deferred financing costs		800
Unamortized debt discount		$ 6,800

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Selected Financial Statement Information - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Goodwill [Roll Forward]
Balance at the beginning of the period	$ 817,113
Acquisition	305,417
Balance at the end of the period	$ 1,122,530

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Selected Financial Statement Information - Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Other intangible assets
Cost	$ 715,281		$ 715,281		$ 531,581
Accumulated Amortization	(166,565)		(166,565)		(129,486)
Impairment			0
Net	548,716		548,716		402,095
Total amortization expense	20,600	$ 16,700	37,100	$ 33,100
Intangible asset impairment charge	0	$ 0	0	$ 0
Customer relationship
Other intangible assets
Cost	696,889		696,889		513,189
Accumulated Amortization	(152,878)		(152,878)		(118,172)
Net	544,011		544,011		395,017
Non-compete agreements
Other intangible assets
Cost	14,613		14,613		14,613
Accumulated Amortization	(11,713)		(11,713)		(9,647)
Net	2,900		2,900		4,966
Trade names
Other intangible assets
Cost	3,779		3,779		3,779
Accumulated Amortization	(1,974)		(1,974)		(1,667)
Net	$ 1,805		$ 1,805		$ 2,112

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Selected Financial Statement Information - Future Estimated Amortization Expense (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Future estimation amortization expense
Remainder of 2021	$ 41,189
2022	75,225
2023	68,090
2024	62,229
2025	56,367
2026	$ 50,495

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Selected Financial Statement Information - Summary of Supplementary Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Non-cash activities:
Property and equipment purchases included in accounts payable (at end of period)	$ 2,672	$ 3,079
Finance lease additions	1,644	3,957
Operating lease right-of-use assets and operating lease liability additions	5,543	$ 2,050
Issuance of common stock related to acquisition	$ 11,300

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Share-Based Compensation (Details) - shares		6 Months Ended
	Apr. 27, 2021	Jun. 30, 2021	Jan. 04, 2019
Stock-based compensation
Number of stock, granted	1,600,000
2018 Omnibus Incentive Plan
Stock-based compensation
Shares authorized under the plan			16,700,000
Common shares reserved for future issuance		8,400,000
Share-based compensation arrangement by share-based payment award, options, granted contractual term		10 years
Employee Stock Purchase Plan
Stock-based compensation
Common shares reserved for future issuance	2,000,000
Shares issued under ESPP		0
Options
Stock-based compensation
Percentage of shares to be purchased at market value	85.00%
Options | 2018 Omnibus Incentive Plan | Maximum
Stock-based compensation
Share-based compensation arrangement by share-based payment award, options, vested term		4 years
Options | 2018 Omnibus Incentive Plan | Minimum
Stock-based compensation
Share-based compensation arrangement by share-based payment award, options, vested term		1 year
Restricted Stock Units (RSUs) | 2018 Omnibus Incentive Plan | Maximum
Stock-based compensation
Share-based compensation arrangement by share-based payment award, options, vested term		4 years
Restricted Stock Units (RSUs) | 2018 Omnibus Incentive Plan | Minimum
Stock-based compensation
Share-based compensation arrangement by share-based payment award, options, vested term		1 year
Performance Restricted Stock Units | 2018 Omnibus Incentive Plan
Stock-based compensation
Share-based compensation arrangement by share-based payment award, options, vested term		3 years

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Long-Term Debt (Details) $ in Thousands		1 Months Ended			3 Months Ended		6 Months Ended
	Apr. 27, 2021 USD ($)	Apr. 30, 2021 USD ($)	Oct. 31, 2020 USD ($)	Feb. 29, 2020 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 31, 2020 USD ($)	Nov. 15, 2019 USD ($)	Jun. 30, 2019	Jan. 04, 2019 USD ($)
Long-Term Debt
Long-term debt current and noncurrent					$ 1,043,923		$ 1,043,923	$ 1,161,099
Less: Current portion of long-term debt					(15,421)		(15,421)	(16,044)
Total long-term debt					1,028,502		1,028,502	1,145,055
Loan installments payment											1.00%
Loss on extinguishment of debt					10,116		10,116
Interest Rate Swap
Long-Term Debt
Aggregate outstanding principal amount									$ 500,000
Interest Rate Derivatives, at Fair Value, Net					700		700
Interest Rate Swap | Other accrued expenses
Long-Term Debt
Interest Rate Derivative Liabilities, at Fair Value					1,000		1,000
Interest Rate Swap | Other Long-term Assets
Long-Term Debt
Interest Rate Derivative Assets, at Fair Value					300		300
First Lien Term Loan
Long-Term Debt
Long-term debt current and noncurrent					$ 1,021,377		$ 1,021,377	906,624
Interest rate (as a percent)					0.75%		0.75%
Unamortized deferred financing costs					$ 11,600		$ 11,600	12,800
Aggregate outstanding principal amount												$ 660,000
Margin over base rate (as a percent)							1.00%
Repayment of debt	$ 80,000
Unamortized debt discount					4,400		$ 4,400	2,800
Term Loan Facility, Increase (Decrease), Net			$ 150,000	$ 125,000		$ 200,000
Percent of total revolving credit commitments							35.00%
First Lien Term Loan | Interest Rate Swap | Debt One
Long-Term Debt
Aggregate outstanding principal amount					$ 350,000		$ 350,000
Interest rate at period end					0.3396%		0.3396%
First Lien Term Loan | Interest Rate Swap | Debt Two
Long-Term Debt
Aggregate outstanding principal amount					$ 150,000		$ 150,000
Interest rate at period end					0.329%		0.329%
First Lien Term Loan | Federal Funds Effective Swap Rate
Long-Term Debt
Margin over base rate (as a percent)							0.50%
Revolving Credit Facility
Long-Term Debt
Long-term debt current and noncurrent					$ (2,020)		$ (2,020)	(2,481)
Unamortized deferred financing costs					2,000		$ 2,000	2,500
Aggregate outstanding principal amount												$ 150,000
Repayment of debt	10,000
Line of Credit Facility, Increase (Decrease), Net				$ 40,000
Leverage Ratio							7
Finance Lease Liability
Long-Term Debt
Long-term debt current and noncurrent					$ 24,566		$ 24,566	24,595
Second Lien Term Loan
Long-Term Debt
Long-term debt current and noncurrent								232,361
Unamortized deferred financing costs								800
Aggregate outstanding principal amount										$ 240,000
Repayment of debt	240,000
Unamortized debt discount								$ 6,800
Write off of Deferred Debt Issuance Cost		$ 7,400
Loss on extinguishment of debt		9,800
Deferred debt issuance costs written off		$ 7,400
Additional redemption price percentage		1
Debt redemption price discount		$ 2,400
Second Lien Term Loan | Federal Funds Effective Swap Rate
Long-Term Debt
Margin over base rate (as a percent)							0.50%
Second Lien Term Loan | LIBOR
Long-Term Debt
Margin over base rate (as a percent)							1.00%
Interest rate at period end					7.75%		7.75%
New Revolving Credit Facility
Long-Term Debt
Aggregate outstanding principal amount	$ 250,000
Write off of Deferred Debt Issuance Cost							$ 300
Deferred debt issuance costs written off							$ 300
New Revolving Credit Facility | LIBOR
Long-Term Debt
Margin over base rate (as a percent)	2.75%
New Revolving Credit Facility | First Lien Leverage Ratio Less Than Or Equal To Three Point Seven Five Ratio To One
Long-Term Debt
Leverage Ratio	3.75
New Revolving Credit Facility | First Lien Leverage Ratio Less Than Or Equal To Three Point Seven Five Ratio To One | LIBOR
Long-Term Debt
Margin over base rate (as a percent)	2.50%
New Revolving Credit Facility | First Lien Leverage Ratio Less Than Or Equal To Three Point Two Five Ratio To One
Long-Term Debt
Margin over base rate (as a percent)	2.25%
Leverage Ratio	3.25
New Revolving Credit Facility | First Lien Leverage Ratio Greater Than Three Point Two Five Ratio To One
Long-Term Debt
Percentage of commitment fee	0.375%
New Revolving Credit Facility | Leverage Ratio Less Than or Equal to Three Point Two Five Ratio to One
Long-Term Debt
Percentage of commitment fee	0.25%

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Leases - Summary of lease assets and liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Lease Assets
Operating lease assets	$ 55,048	$ 51,214
Finance lease assets	24,825	23,513
Total leased assets	79,873	74,727
Current
Operating	15,364	14,155
Finance	7,562	6,694
Noncurrent
Operating	44,130	40,283
Finance	17,004	17,901
Total lease liabilities	$ 84,060	$ 79,033

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Leases - Accumulated depreciation (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Disclosure Of Lease Assets And Liabilities [Abstract]
Finance lease assets, accumulated depreciation	$ 16,778	$ 13,096

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Leases - Summary of lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Lease, Cost [Abstract]
Amortization of right-of-use assets	$ 2,186	$ 2,096	$ 4,378	$ 4,122
Interest on lease liabilities	196	178	378	364
Operating lease cost	4,794	2,859	9,100	5,704
Short-term lease cost	156	77	312	123
Variable lease cost	1,314	957	2,775	1,923
Total lease cost	$ 8,646	$ 6,167	$ 16,942	$ 12,236

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Leases - Summary of maturity of lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Disclosure Of Maturity Of Lease Liabilities [Abstract]
Operating Leases, Remaining of 2021	$ 8,794
Operating Leases, 2022	15,148
Operating Leases, 2023	13,035
Operating Leases, 2024	11,056
Operating Leases, 2025	8,136
Operating Leases, Thereafter	6,366
Operating Leases, Total lease payments	62,535
Operating Leases, Less: Interest	3,041
Operating Leases, Present value of lease liabilities	59,494
Finance Leases, Remaining of 2021	4,484
Finance Leases, 2022	6,929
Finance Leases, 2023	4,827
Finance Leases, 2024	3,382
Finance Leases, 2025	2,345
Finance Leases, Thereafter	5,044
Finance Leases, Total lease payments	27,011
Finance Leases, Less: Interest	2,445
Finance Leases, Present value of lease liabilities	24,566
Remaining of 2021	13,278
2022	22,077
2023	17,862
2024	14,438
2025	10,481
Thereafter	11,410
Total lease payments	89,546
Less: Interest	5,486
Present value of lease liabilities	$ 84,060	$ 79,033

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Leases - Summary of lease term and discount rate (Details)	Jun. 30, 2021
Weighted-average remaining lease term (years)
Operating leases	4 years 4 months 24 days
Finance leases	2 years 9 months 18 days
Weighted-average discount rate
Operating leases	2.50%
Finance leases	2.50%

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Leases - Summary of additional information of leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Disclosure Of Additional Information Of Lease [Abstract]
Operating cash flows from finance leases	$ 378	$ 364
Operating cash flows from operating leases	8,743	5,618
Financing cash flows from finance leases	4,270	3,813
Lease asset obtained in exchange for new finance lease liabilities	1,644	3,957
Lease asset obtained in exchange for new operating lease liabilities	$ 5,543	$ 2,050

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Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Nov. 30, 2019
Dividend payable amount	$ 1,200		$ 1,200		$ 2,200
Accounts Payable
Dividend payable amount	900		900		900
Other Long Term Liabilities
Dividend payable amount	300		300		$ 1,300
Dividend Paid
Dividend amount	$ 20	$ 20	$ 900	$ 1,100
Restricted stock unit and Performance Restricted Stock Unit Holders
Dividend payable amount per share						$ 2.23

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Commitments and Contingencies (Details) $ in Millions	1 Months Ended
	Feb. 29, 2020 USD ($)
Commitments and Contingencies.
Settlement amount	$ 3.5

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Related Party Transactions (Details) - Advisory Services Agreement - USD ($)			3 Months Ended		6 Months Ended
	Apr. 27, 2021	Jan. 04, 2019	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction
Buyout fee	$ 7,000,000.0
Professional Service Fee
Related Party Transaction
Amount incurred			$ 0	$ 600,000	$ 600,000	$ 1,100,000
Minimum
Related Party Transaction
Related party transaction retainer fees for services specified amount		$ 375,000
Related party transaction retainer fees for services as percentage of adjusted EBITDA		1.00%

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Limited Liability Companies (Details) $ in Thousands	Jun. 30, 2021 USD ($) item	Dec. 31, 2020 USD ($)
Limited Liability Companies
Consolidated total assets	$ 2,258,694	$ 1,903,356
Limited Liability Companies | Agiliti Surgical
Limited Liability Companies
Consolidated total assets	$ 500
Number of active LLCs in which the entity holds an interest | item	2

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Employee Benefit Plans (Details) - Defined benefit pension plan - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Change in Plan Assets
Employer contribution	$ 200		$ 200
Net Periodic Benefit Cost
Interest cost	196	$ 241	393	$ 477
Expected return on plan assets	(276)	(278)	(553)	(555)
Recognized net actuarial loss	73	21	146	25
Net periodic benefit cost	(7)	$ (16)	(14)	$ (53)
Contributions
Expected contribution in 2021	$ 500		$ 500

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Taxes
Income tax expense (benefit)	$ 1,394	$ (1,077)	$ 5,890	$ (5,105)

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Concentration (Details) - USD ($) $ in Millions		6 Months Ended
	Jul. 21, 2020	Jun. 30, 2021
HHS Agreement
Concentration
Consideration paid for exchange of services through out the duration of the agreement	$ 193
Total revenue | US Department Of Health and Human Services | Geographic Concentration Risk
Concentration
Concentration risk (as a percent)		18.00%

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Earnings (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings (Loss) Per Share
Basic weighted average shares outstanding	122,908,065	98,983,296	111,071,756	98,969,079
Net effect of dilutive stock awards based upon the treasury stock method		4,711,088	7,689,081
Dilutive weighted average shares outstanding	122,908,065	103,694,384	118,760,837	98,969,079
Basic earnings (loss) per share	$ (0.04)	$ 0.01	$ 0.04	$ (0.12)
Basic earnings (loss) per share	$ (0.04)	$ 0.01	$ 0.04	$ (0.12)
Anti-dilutive share-based awards excluded from the calculation of dilutive earnings per share	7,790,523			4,711,088

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Subsequent Event (Details)	Aug. 10, 2021
Subsequent Event.
Subsequent event
Duration of contract extension	60 days