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.
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”).
