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 AGREEMENTAddendum 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”).
