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”).
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”).
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”).
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.
September 21, 2015Underwriting 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, 2015Underwriting 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. IIAdministrative Services Agreement • September 28th, 2015 • Boulevard Acquisition Corp. Ii • 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”):
