FORM OF SUBSCRIPTION AGREEMENTForm of Subscription 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:
FORM OF VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENTContribution 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”).
