ANGIODYNAMICS INC

We are committed to sound corporate governance and to incorporating best practices in our equity compensation programs. Some key features of the 2020 Plan reflecting these principles are summarized below:

•Available shares. The 2020 Plan authorizes an aggregate of 5,850,000 shares for grant, subject to anti-dilution adjustments upon the occurrence of significant corporate events. As noted above, approval of this Proposal 4 would authorize up to an additional 3,200,000 shares to be made available for grants under the 2020 Plan.

•No “evergreen” provision. The 2020 Plan does not include an “evergreen” feature, which would allow the number of shares available for issuance under the 2020 Plan to be automatically replenished.

•No liberal share recycling. Shares withheld for the payment of taxes related to any award or tendered for the payment of an exercise price of an option shall not again be available for awards under the 2020 Plan.

•No discounted options or SARs. No awards of stock options or SARs will be granted under the 2020 Plan with an exercise price of less than fair market value of our common stock on the date of grant.

•No repricing or cash buyouts of stock options or SARs. The 2020 Plan does not permit the repricing or cash buyouts of stock options or SARs without shareholder approval

•Dividends/dividend equivalents subject to vesting. The Company does not currently pay dividends. Any dividends and dividend equivalents payable with respect to 2020 Plan awards would be subject to the same vesting terms as the related award.

•Minimum vesting requirement. Generally, awards under the 2020 Plan will have a minimum restriction or vesting period of one year from the date of grant. Grants to our non-employee directors could be made without any vesting conditions (e.g., could be granted as fully vested awards).

•Double trigger change-in-control. The 2020 Plan does not provide for the automatic vesting of outstanding awards in connection with a change in control. Such awards would only accelerate following a change-in-control if either the successor entity does not assume or continue the awards or if the participant suffers a qualifying termination after the awards are assumed or replaced.

•Director award limit. Non-employee directors may not be granted awards with a grant date fair value of greater than $500,000 in any calendar year.