FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
FORM OF WARRANT AGREEMENT between FEDERAL STREET ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 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”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [·], 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”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • June 21st, 2017 • Federal Street Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2017, by and between FEDERAL STREET ACQUISITION CORP., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
Federal Street Acquisition Corp.Federal Street Acquisition Corp. • June 21st, 2017 • 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:Letter 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
Federal Street Acquisition Corp.Federal Street Acquisition Corp. • June 21st, 2017 • 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”):
