Federal Street Acquisition Corp. Sample Contracts

Federal Street Acquisition Corp. – EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS OF AGILITI, INC. (January 10th, 2019)

Agiliti, Inc. (“Agiliti”) was formed in August 2018 in connection with the entry into the Agreement and Plan of Merger, dated as of August 13, 2018, which was amended and restated by the A&R Merger Agreement (as defined in the Current Report on Form 8-K to which this exhibit is attached). For the year 2018 and prior to the consummation of the Business Combination (as defined in the Current Report on Form 8-K to which this exhibit is attached), none of the officers or directors of Agiliti received any cash or equity compensation for services rendered to Agiliti.

Federal Street Acquisition Corp. – Amendment to Investment Management Trust Agreement (January 10th, 2019)

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. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FEDERAL STREET ACQUISITION CORP. January 4, 2019 (January 10th, 2019)

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

Federal Street Acquisition Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 10th, 2019)

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”).

Federal Street Acquisition Corp. – 2018 OMNIBUS INCENTIVE PLAN (January 10th, 2019)

The purpose of this Agiliti, Inc. 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.  The Plan is effective as of the date set forth in Article XV.

Federal Street Acquisition Corp. – ADVISORY SERVICES AGREEMENT (January 10th, 2019)

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”).

Federal Street Acquisition Corp. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF AGILITI, INC. (January 10th, 2019)

Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in Agiliti, Inc.’s Definitive Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”) filed with the SEC on October 10, 2018 or the Supplement to the Definitive Proxy Statement/Prospectus (the “Proxy Statement/Prospectus Supplement”) filed with the SEC on December 20, 2018.

Federal Street Acquisition Corp. – AMENDED AND RESTATED BYLAWS OF FEDERAL STREET ACQUISITION CORP. A Delaware Corporation (Adopted as of January 4, 2019) (January 10th, 2019)
Federal Street Acquisition Corp. – FORM OF INDEMNITY AGREEMENT (January 10th, 2019)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between AGILITI, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

Federal Street Acquisition Corp. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., AGILITI HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (solely in its capacity as a Majority Stockholder), IPC/UHS, L.P. (solely in its capacity as a Majority Stockholder and as the Stockholders' Representative), and UMPIRE EQUITY MERGER SUB, INC., (solely for purposes of Sections 1.6 and 9.12) Dated as of December 19, 2018 (December 20th, 2018)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated December 19, 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 CASH MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent Merger Sub ("Company Merger Sub" and together with Parent Merger Sub, the "Merger Subs", and the Merger Subs together with PubCo and Parent, the "Parent Parties"), AGILITI HOLDCO, INC. (f/k/a UHS Holdco, Inc.), a Delaware corporation (the "Company"), solely in their capacities as the Majority Stockholders, IPC/UHS, L.P ("IPC"), and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (collectively, the "Majority Stockholders"), solely in its capacity as the Stockholders'

Federal Street Acquisition Corp. – FEDERAL STREET ACQUISITION CORP. AMENDS TERMS OF MERGER AGREEMENT WITH AGILITI HEALTH AND ENTERS INTO SUBSCRIPTION AGREEMENT WITH AFFILIATE OF THOMAS H. LEE PARTNERS, L.P. (December 20th, 2018)

BOSTON and MINNEAPOLIS—December 20, 2018—Federal Street Acquisition Corp. (NASDAQ: FSACU, FSAC, FSACW) ("FSAC"), a special-purpose acquisition company sponsored by an affiliate of Thomas H. Lee Partners, L.P. ("THL"), and Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc., "Agiliti Holdco"), the holding company of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) ("Agiliti Health"), a leading, nationwide provider of healthcare technology management and service solutions and a portfolio company of Irving Place Capital Management, L.P., announced today that they have entered into an amended and restated merger agreement, which amends the terms of the original merger agreement that was entered into by the parties on August 13, 2018.

Federal Street Acquisition Corp. – AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (December 20th, 2018)

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. – Transaction summary ($ in millions, except per share value) Sources UHS Illustrative Share Price $10.00 102.3 New Debt Raised Revolver Draw at Close Existing Capital Leases Rollover Management Rollover THL LLC PIPE FSAC Public5 $660 34 19 22 750 [TBD] 1 (x) Pro Forma Shares Outstanding Fully Distributed Equity Value Plus: Pro Forma Net Debt $1,023 713 Fully Distributed Enterprise Value $1,736 2 Total Sources $1,485 Transaction Multiples 2018F Adj. EBITDA FD Enterprise Value / 2018F Adj. EBITDA 2019F Adj. EBITDA FD Enterprise Value / 2019F Adj. EBITDA $150 11.6x $170 10.2x Uses Cash to Existing (December 20th, 2018)
Federal Street Acquisition Corp. – AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (December 20th, 2018)

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. – UNIVERSAL HOSPITAL SERVICES TO PARTICIPATE IN UPCOMING INVESTOR CONFERENCES Management to present an overview of the company following recent merger agreement (August 30th, 2018)

Minneapolis, MN, August 30, 2018 — Universal Hospital Services, Inc. (“UHS”), a leading, nationwide provider of healthcare technology management and service solutions to the U.S. healthcare industry, and Federal Street Acquisition Corp. (NASDAQ: FSACU, FSAC, FSACW) (“FSAC”), a special purpose acquisition company sponsored by an affiliate of Thomas H. Lee Partners, L.P., today announced that UHS will participate in two upcoming healthcare conferences:

Federal Street Acquisition Corp. – 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 its capacity as a Majority Stockholder), and IPC/UHS, L.P. (solely in its capacity as a Majority Stockholder and as the Stockholders’ Representative), Dated as of August 13, 2018 (August 14th, 2018)

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 (

Federal Street Acquisition Corp. – SUBSCRIPTION AGREEMENT (August 14th, 2018)
Federal Street Acquisition Corp. – VOTING AGREEMENT (August 14th, 2018)

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”).

Federal Street Acquisition Corp. – VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (August 14th, 2018)

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.

Federal Street Acquisition Corp. – FORM OF VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (August 14th, 2018)

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”).

Federal Street Acquisition Corp. – VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (August 14th, 2018)

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.

Federal Street Acquisition Corp. – FORM OF SUBSCRIPTION AGREEMENT (August 14th, 2018)
Federal Street Acquisition Corp. – FORM OF VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (August 14th, 2018)

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”).

Federal Street Acquisition Corp. – VOTING AGREEMENT (August 14th, 2018)

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”).

Federal Street Acquisition Corp. – FORM OF SUBSCRIPTION AGREEMENT (August 14th, 2018)
Federal Street Acquisition Corp. – SUBSCRIPTION AGREEMENT (August 14th, 2018)
Federal Street Acquisition Corp. – Federal Street Acquisition Corp. and Agiliti Importantinformation The information in this presentation relates to a proposed business combination among Federal Street Acquisition Corp. (“FSAC”) and Universal Hospital Services, Inc. (“UHS”). The proposed business combination involves a series of mergers by which FSAC and UHS will become subsidiaries of a new holding company called Agiliti, Inc. (“Agiliti”). References to Agiliti in this presentation are to the historical business of UHS, which will be operated under the new holding company. This presentation is for informational purposes only a (August 13th, 2018)
Federal Street Acquisition Corp. – INDEMNITY AGREEMENT (July 24th, 2017)

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”).

Federal Street Acquisition Corp. – INDEMNITY AGREEMENT (July 24th, 2017)

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 Kent R. Weldon (“Indemnitee”).

Federal Street Acquisition Corp. – INDEMNITY AGREEMENT (July 24th, 2017)

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 Charles P. Holden (“Indemnitee”).

Federal Street Acquisition Corp. – INDEMNITY AGREEMENT (July 24th, 2017)

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 Michael A. Bell (“Indemnitee”).

Federal Street Acquisition Corp. – INDEMNITY AGREEMENT (July 24th, 2017)

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 Scott M. Sperling (“Indemnitee”).

Federal Street Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT (July 24th, 2017)

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”).

Federal Street Acquisition Corp. – SPONSOR WARRANTS PURCHASE AGREEMENT (July 24th, 2017)

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. – INDEMNITY AGREEMENT (July 24th, 2017)

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 Paul M. Montrone (“Indemnitee”).