SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2018 • Federal Street Acquisition Corp. • Blank checks • Delaware
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 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...Agreement and Plan of Merger • 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 (
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.
