WARRANT AGREEMENT BOULEVARD ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 21, 2015Warrant Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 2015, is by and between Boulevard Acquisition Corp. II, 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”).
Class A Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
Boulevard Acquisition Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise def
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2015 (as it may from time to time be amended, this “Agreement”), by and between Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), and Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of September 3, 2015, by and between the Company and the Purchaser.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 17th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September , 2015, is made and entered into by and among Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor II, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2015, is made and entered into by and among Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor II, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2015 • Boulevard Acquisition Corp. Ii • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of July 28, 2015, is made and entered into by and between Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), and Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Buyer”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 14th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2015, by and between BOULEVARD ACQUISITION CORP. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 21, 2015 by and between Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
September 21, 2015Letter Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 35,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-206077 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Comm
September 21, 2015Letter Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 35,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-206077 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of September 21, 2015 (the “Agreement”) by and among Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Joel Citron, Darren Thompson, Robert J. Campbell and Capitol Acquisition Partners, LLC (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
BOULEVARD ACQUISITION CORP. IIBoulevard Acquisition Corp. Ii • September 28th, 2015 • Blank checks • New York
This letter agreement by and between Boulevard Acquisition Corp. II (the “Company”) and Avenue Capital Management II, L.P. (“Avenue”), 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”):
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 27th, 2017 • Estre Usa Inc. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 21, 2017, by and among Estre USA Inc. (f/k/a Boulevard Acquisition Corp. II), a Delaware corporation (the “Company”), Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTAddendum Agreement • December 27th, 2017 • Estre Usa Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of December 21, 2017, 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 undersigned parties listed as Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EXCHANGE AND SUPPORT AGREEMENT BY AND AMONG ESTRE AMBIENTAL, INC., ESTRE USA INC., AND THE HOLDERS OF SHARES OF CLASS B COMMON STOCK OF ESTRE USA INC. Dated December 21, 2017Exchange and Support Agreement • December 27th, 2017 • Estre Usa Inc. • Blank checks • Delaware
This Agreement is entered into in connection with the consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil, the Company, BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Boulevard, dated as of September 11, 2017 (as amended, the “Business Combination Agreement”, and such transactions being the “Business Combination”).
FORFEITURE AND WAIVER AGREEMENTForfeiture and Waiver Agreement • August 21st, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Business Combination Agreement, dated as of August 15, 2017 (as it may be amended from time to time, the “Business Combination Agreement”), between Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”), and Estre Ambiental S.A., a sociedade anônima (the “Company”), relating to the proposed business combination between the Company and Boulevard. Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement.
WARRANT OPTION AGREEMENTWarrant Option Agreement • August 21st, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This WARRANT OPTION AGREEMENT (this “Agreement”) is made as of August 15, 2017, by and among Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), certain current shareholders of Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”) set forth on the signature pages hereto and Persons who become shareholders in accordance with the terms of the Cooperation Agreement and Section 5(d) herein (the “Purchasers”), and BTG Pactual Principal Investments Fundo de Investimento em Participações (“FIP Principal”) for purposes of Section 1 and Section 2 only. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Business Combination Agreement (as hereinafter defined).
AMENDMENT TO FORFEITURE AND WAIVER AGREEMENTForfeiture and Waiver Agreement • December 8th, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
Amendment, dated as of December 7, 2017 (this “Amendment”), to the Forfeiture and Waiver Agreement (the “Agreement”), dated as of August 15, 2017, by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”) and Boulevard Acquisition Sponsor II, LLC a Delaware limited liability company (“Sponsor”).
BUSINESS COMBINATION AGREEMENT dated as of August 15, 2017 by and between ESTRE AMBIENTAL S.A. and BOULEVARD ACQUISITION CORP. IIBusiness Combination Agreement • August 21st, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of August 15, 2017, is entered into by and between ESTRE AMBIENTAL S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), and BOULEVARD ACQUISITION CORP. II, a Delaware corporation (“Boulevard”).
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • August 21st, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • New York
This INTELLECTUAL PROPERTY ASSIGNMENT (this “Assignment”), effective this 15th day of August, 2017, is made and entered into by and between Boulevard Acquisition Corp. II, a Delaware corporation ( the “Company”), and Avenue IP, LLC , a Delaware limited liability company (“Avenue”) (each a “Party,” and collectively, the “Parties”).
FORM OF SECURITIES ESCROW AGREEMENTForm of Securities Escrow Agreement • September 17th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of September , 2015 (the “Agreement”) by and among Boulevard Acquisition Corp. II, a Delaware corporation (the “Company”), Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Joel Citron, Darren Thompson, Robert J. Campbell and Capitol Acquisition Partners, LLC (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
WARRANT FORFEITURE AGREEMENTWarrant Forfeiture Agreement • December 18th, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the private placement of ordinary shares of Boulevard Acquisition Corp II Cayman Holding Company (whose name is expected to change to Estre Ambiental, Inc. upon closing of the Transaction), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), relating to the proposed business combination between Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”) and Estre Ambiental S.A., a sociedade anônima (“Estre”) contemplated by that certain Amended and Restated Business Combination Agreement, dated as of September 11, 2017 (as amended, the “Business Combination Agreement”), by and among Boulevard, Estre, Newco and BII Merger Sub Corp., a Delaware corporation. Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of September 11, 2017 by and among ESTRE AMBIENTAL S.A., BOULEVARD ACQUISITION CORP II CAYMAN HOLDING COMPANY, BII MERGER SUB CORP. and BOULEVARD ACQUISITION CORP. IIV Business Combination Agreement • September 12th, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This Business Combination Agreement (this "Agreement"), dated as of September 11, 2017, is entered into by and among ESTRE AMBIENTAL S.A., a sociedade anônima organized under the laws of Brazil (the "Company"), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("Newco"), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco ("Merger Sub"), and BOULEVARD ACQUISITION CORP. II, a Delaware corporation ("Boulevard").
AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 8th, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This Amendment No. 1, dated as of December 7, 2017 (this “Amendment”), to the Amended and Restated Business Combination Agreement (the “BCA”), dated as of September 11, 2017, by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (“Merger Sub”), and Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • September 4th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks
This Securities Assignment Agreement is dated as of September 3, 2015 (this “Assignment”), by and among Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 18th, 2017 • Boulevard Acquisition Corp. Ii • Blank checks • Delaware
This Amendment No. 2, dated as of December 13, 2017 (this “Amendment”), to the Amended and Restated Business Combination Agreement (the “BCA”), dated as of September 11, 2017 and amended on December 7, 2017, by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (“Merger Sub”), and Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”).
