WARRANT AGREEMENT BOULEVARD ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 21, 2015Warrant Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • 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”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • 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 AGREEMENTRegistration Rights and Lock-Up Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • 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”).
ARTICLE I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Terms Generally 3 ARTICLE II EXCHANGE RIGHT 4 Section 2.1 Exchange Right 4 Section 2.2 Exchange Right Procedures 4 Section 2.3 Effect on Boulevard Class B Common Stock Surrendered 5...Exchange and Support Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • 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 • December 8th, 2017 • BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co • Refuse systems • 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.
AMENDMENT TO FORFEITURE AND WAIVER AGREEMENTForfeiture and Waiver Agreement • December 8th, 2017 • BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co • Refuse systems • 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”).
