FORM OF WARRANT AGREEMENT BOULEVARD ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September , 2015Warrant Agreement • September 17th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September , 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”).
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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2015 • Boulevard Acquisition Corp. Ii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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 , 2015Letter Agreement • September 17th, 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 [ ], 2015Letter Agreement • September 17th, 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
BOULEVARD ACQUISITION CORP. IIBoulevard Acquisition Corp. Ii • September 17th, 2015 • Blank checks • New York
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”).
