FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2018, by and between AGILITI, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • 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 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • 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”).
TAX RECEIVABLE AGREEMENT by and among AGILITI, INC., AGILITI HOLDCO, INC., and IPC/UHS, L.P., as Stockholders’ Representative Dated as of January 4, 2019Tax Receivable Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 4, 2019 is hereby entered into by and among Agiliti Holdco, Inc. (f/k/a UHS Holdco, Inc.), a Delaware corporation (the “Company”), Agiliti, Inc., a Delaware corporation, as guarantor hereunder (“PubCo”), IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representative (the “Stockholders’ Representative”), and each of the successors and assigns thereto.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019 (the “Effective Time”), by and among Agiliti, Inc., a Delaware corporation (the “Company”), and THL Agiliti LLC, a Delaware limited liability company (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2019 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2019, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the “Company”), THL Agiliti LLC, a Delaware limited liability company (“THL Agiliti”), Thomas J. Leonard (the “Executive”), and the individuals listed as Other Holders on the signature pages hereto (the “Other Holders” and, together with THL Agiliti, the Executive and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
