REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2017, is made and entered into by and among Federal Street Acquisition Corp., a Delaware corporation (the “Company”), FS Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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”).
40,000,000 Units(1) Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
Federal Street Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters a 45-day option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwi
WARRANT AGREEMENT between FEDERAL STREET ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 18, 2017, is by and between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 18, 2017 by and between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 18, 2017, by and between FEDERAL STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and Arthur G. McAleer (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 10th, 2019 • Federal Street Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between AGILITI, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of July 18, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), and FS Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Federal Street Acquisition Corp. 100 Federal Street Boston, MA 02110 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustmen
Federal Street Acquisition Corp.Securities Subscription Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
Federal Street Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer FS Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,062,500 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,312,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjust
Federal Street Acquisition Corp. 100 Federal Street Boston, MA 02110 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustmen
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 10th, 2019 • Federal Street Acquisition Corp. • Blank checks • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2019 by and among (i) Agiliti, Inc., a Delaware corporation (“TopCo”), (ii) Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (“Holdco”), (iii) Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.), a Delaware corporation (“OpCo”, and, together with TopCo, and Holdco each, a “Company”, and collectively, the “Companies”), and (iv) THL Managers VIII, LLC, a Delaware limited liability company (the “Manager”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 10th, 2019 • Federal Street Acquisition Corp. • Blank checks • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of January 4, 2019, by and among Federal Street Acquisition Corp., a Delaware corporation (“FSAC”), Agiliti, Inc., a Delaware corporation (“Agiliti”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
WHEREAS, Federal Street Acquisition Corp., a Delaware corporation (the "Company"), Agiliti, Inc., a Delaware corporation (the "Issuer") and the undersigned (the "Subscriber") entered into that certain Subscription Agreement, dated as of August 13, 2018 (the "Original Subscription Agreement"), and now wish to amend and restate the Original Subscription Agreement in its entirety pursuant to the terms and conditions herein; and
Federal Street Acquisition Corp.Administrative Services Agreement • July 24th, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
This letter agreement by and between Federal Street Acquisition Corp. (the “Company”) and FS Sponsor LLC (“FS Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AGREEMENTVoting Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among UHS Holdco, Inc., a Delaware corporation (“UHS HoldCo”), and FS Sponsor LLC, a Delaware limited liability company (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER* BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE EQUITY MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., UHS HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (solely in...Merger Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated August 13, 2018 (this “Agreement”), is made and entered into by and among FEDERAL STREET ACQUISITION CORP., a Delaware corporation (“Parent”), AGILITI, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“PubCo”), UMPIRE SPAC MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (“Parent Merger Sub”), UMPIRE EQUITY MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (“Company Equity Merger Sub”), UMPIRE CASH MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent Merger Sub (“Company Cash Merger Sub” and together with Company Equity Merger Sub, the “Company Merger Subs”, the Company Merger Subs collectively with Parent Merger Sub, the “Merger Subs”, and the Merger Subs together with PubCo and Parent, the “Parent Parties”), UHS HOLDCO, INC., a Delaware corporation (the “Company”), solely in their capacities as the Majority Stockholders, IPC/UHS, L.P (
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Federal Street Acquisition Corp., a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation (the “Issuer”), and UHS Holdco, Inc., a Delaware corporation (“UHS”), pursuant to an Agreement and Plan of Merger, dated as of the date hereof, among the Company, the Issuer, UHS and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments from certain interested investors to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), for a purchase price of $10.00 per share, in a private placement in which the Company expects to raise an aggregate of up to $250 million (subject to increase or decrease in the discretion of the Company). In connection therewith, the undersigned (the “Subscriber”), the Company and the Issuer agree as follows:
VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENTVoting, Support and Restrictive Covenant Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
This VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (“Parent”), and Agiliti, Inc., a Delaware corporation (“PubCo”, and together with Parent, the “Parent Parties”), on the one hand and (ii) IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (the “Stockholders”), and Irving Place Capital Management, L.P., a Delaware limited partnership (“IPC”, and together with the Stockholders, the “IPC Parties”), on the other hand.
FORM OF VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENTVoting, Support, Contribution and Restrictive Covenant Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
This VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (“Parent”), and Agiliti, Inc., a Delaware corporation (“PubCo”, and together with Parent, the “Parent Parties”), on the one hand and (ii) the person listed under the title “Management Equityholder” on the signature pages attached hereto (the “Management Equityholder”).
Amendment to Investment Management Trust AgreementInvestment Management Trust Agreement • January 10th, 2019 • Federal Street Acquisition Corp. • Blank checks • New York
This Amendment to Investment Management Trust Agreement (this “Amendment”), dated as of January 3, 2019, is by and between Federal Street Acquisition Corp., a Delaware corporation (“FSAC”) and Continental Stock Transfer & Trust Company (“Continental”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
Federal Street Acquisition Corp.Administrative Services Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
This letter agreement by and between Federal Street Acquisition Corp. (the “Company”) and FS Sponsor LLC (“FS Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
