Press release

Agiliti, Inc. Announces Increase of Purchase Price in Cash Tender Offer for Its Warrants and Extension of Expiration Date

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Agiliti, Inc. (“Agiliti”) today announced that it is increasing the
purchase price of its previously announced cash tender offer to purchase
all of its outstanding warrants (the “Offer”) from $0.40 per warrant, in
cash, without interest, to $0.95 per warrant, in cash, without interest,
and it is extending the expiration date of the Offer to 12:00 midnight,
Eastern Time, at the end of the day on Friday, May 3, 2019, unless
extended or earlier terminated by Agiliti.

Agiliti also announced that a holder of approximately 2.85 million
warrants, representing approximately 12.4% of the public warrants, has
entered into a support agreement with Agiliti, pursuant to which such
holder has agreed to tender or cause to be tendered all such warrants in
the Offer at the increased purchase price of $0.95 per warrant.

The purpose of the Offer is to provide the holders of the warrants who
do not wish to retain their warrants, the opportunity to obtain
liquidity for their warrants. The obligation of Agiliti to complete the
Offer is conditioned on the satisfaction of certain customary
conditions, but it is not conditioned on the tender of a minimum amount
of warrants. Except as described in this press release, the terms and
conditions of the Offer remain the same as set forth in the written
offer to purchase, dated March 25, 2019 (the “Offer to Purchase”).

Holders of Agiliti warrants who have already tendered their Agiliti
warrants into the Offer do not have to re-tender their Agiliti warrants
or take any other action in order to be subject to the changes in the
terms and conditions of the Offer, and will receive the increased
purchase price for their warrants after the extended expiration date of
the Offer. Tendered warrants may be withdrawn by holders at any time
prior to the extended expiration date. The depositary for the Offer has
informed Agiliti that, as of 12:00 midnight, Eastern Time, at the end of
day, on April 18, 2019, 18,709 warrants had been validly tendered and
not properly withdrawn. The tendered warrants represent less than one
percent of all outstanding warrants.

Agiliti has engaged Cowen as the dealer manager for the Offer. All
questions or requests for assistance concerning the terms of the Offer
may be directed to Cowen at 1-877-269-3652. Morrow Sodali LLC has been
appointed as the information agent for the Offer. All questions
concerning tender procedures and requests for additional copies of the
offer materials, including the letter of transmittal and the notice of
guaranteed delivery should be directed to Morrow Sodali LLC at
1-800-662-5200. The depositary for the Offer is Continental Stock
Transfer & Trust Company.

This press release is not an offer to purchase nor a solicitation of an
offer to sell any Agiliti warrants. The offer to purchase and the
solicitation of offers to sell are only being made pursuant to the Offer
to Purchase, as amended by Amendment No. 1 thereto and the related
letter of transmittal and other offer materials. The Offer to Purchase,
as amended, including the related letter of transmittal and other offer
materials, should be read carefully and considered before any decision
is made with respect to the Offer. These materials are being distributed
free of charge to all Agiliti warrant holders. Agiliti warrant holders
are urged to read the Offer to Purchase, as amended, and the other
relevant materials before making any investment decision with respect to
the Offer because they contain important information, including the
various terms of, and conditions to, the Offer. None of Agiliti, any of
its management or its board of directors, or the information agent, the
depositary or the dealer manager or any other person makes any
recommendation on whether Agiliti warrant holders should tender or
refrain from tendering all or any portion of their warrants, and no one
has been authorized by any of them to make such a recommendation.

About Agiliti

Agiliti is a leading nationwide provider of end-to-end healthcare
technology management and service solutions to the healthcare industry.
Agiliti owns or manages more than 850,000 units of medical equipment for
approximately 7,000 national, regional and local acute care hospitals
and alternate site providers across the U.S. For more than 75 years,
Agiliti has delivered medical equipment management and service solutions
that help clients reduce costs, increase operating efficiencies, improve
caregiver satisfaction and support optimal patient outcomes.

Forward-looking Statements

This press release contains “forward-looking statements,” as defined
by federal securities laws, including statements regarding the expected
timing of the Offer. Forward-looking statements reflect Agiliti’s
current expectations and projections about future events at the time,
and thus involve uncertainty and risk. The words “believe,” “expect,”
“anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,”
“estimate,” “intend,” “predict,” “potential,” “continue,” and the
negatives of these words and other similar expressions generally
identify forward looking statements. Such forward-looking statements are
subject to various risks and uncertainties, including those described
under the section entitled “Risk Factors” in Agiliti’s Annual Report on
Form 10-K for the year ended December 31, 2018, which is accessible on
the SEC’s website at
and in the Offer to Purchase delivered to the Agiliti warrant holders.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in this release and in Agiliti’s filings with the SEC.
While forward-looking statements reflect Agiliti’s good faith beliefs,
they are not guarantees of future performance. Agiliti disclaims any
obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this
press release, except as required by applicable law. You should not
place undue reliance on any forward-looking statements, which are based
only on information currently available to Agiliti (or to third parties
making the forward-looking statements).