Addendum Agreement to Registration Rights and Lock-Up AgreementAddendum Agreement • January 10th, 2020 • Gardner Sonia • Refuse systems
This Addendum Agreement (“Addendum Agreement”) is executed on February 22, 2018, by the undersigned (the “New Holder”) pursuant to the terms of that certain Registration Rights and Lock-Up Agreement dated as of December 21, 2017 (the “Agreement”), by and among Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), a Cayman Islands exempted company limited by shares (the “Company”), and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2020 • Gardner Sonia • Refuse systems • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of December 31, 2019, by and among SSG Acquisitions, LLC (“Buyer”), the investment funds set forth on Schedule A hereto who are the members of the Seller, as defined hereafter (collectively, “Seller Members”), and Avenue Boulevard Co-Investment Vehicle, LLC, a Cayman Islands limited liability company (the “Seller”). Buyer, Seller Members and Seller are hereinafter, from time to time, collectively referred to as the “Parties” and, individually, as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the LLC Agreement (as defined below).
Joinder Agreement to Exchange and Support AgreementJoinder Agreement • January 10th, 2020 • Gardner Sonia • Refuse systems
This Joinder Agreement (“Joinder Agreement”) is executed on February 22, 2018, by the undersigned (the “Transferee”) pursuant to the terms of that certain Exchange and Support Agreement, dated December 21, 2017 (the “Agreement”), by and among Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), a Cayman Island exempted company limited by shares (the “Company”), Estre USA Inc. (f/k/a Boulevard Acquisition Corp. II), a Delaware corporation (“Boulevard”), Exchanging Shareholders (as defined in the Agreement), as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Joinder Agreement, the Transferee agrees as follows:
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • January 10th, 2020 • Gardner Sonia • Refuse systems
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
