LIND Lindblad Expeditions Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 30, 2015

 

CAPITOL ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-35898		27-4749725
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

509 7th Street, N.W., Washington, D.C.		20004
(Address of Principal Executive Offices)		(Zip Code)

 

(202) 654-7060

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

CAPITOL ACQUISITION CORP. II (“CAPITOL”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING CAPITOL’S SECURITIES, IN CONNECTION WITH THE PROPOSED TRANSACTION WITH LINDBLAD EXPEDITIONS, INC. (“LINDBLAD”), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K FILED BY CAPITOL ON MARCH 10, 2015. THE CONTENTS OF THIS CURRENT REPORT ON FORM 8-K MAY BE DISCUSSED AT SUCH PRESENTATIONS.

 

CAPITOL HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) IN CONNECTION WITH THE PROPOSED TRANSACTION. STOCKHOLDERS OF CAPITOL AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH CAPITOL’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ CAPITOL’S FINAL PROSPECTUS, DATED MAY 10, 2013, AND CAPITOL’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE CAPITOL OFFICERS AND DIRECTORS AND THEIR INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO SECURITYHOLDERS OF CAPITOL AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTION. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: CAPITOL ACQUISITION CORP. II, 509 7^th STREET, N.W., WASHINGTON, D.C 20004. THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

 

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

 

This report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CAPITOL or LINDBLAD, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

This report includeS “forward-looking statements”. LINDBLAD’s actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, CAPITOL’s and LINDBLAD’s expectations with respect to future performance, anticipated financial impacts of the PROPOSED TRANSACTION; approval of the PROPOSED transaction by security holders; the satisfaction of the closing conditions to the PROPOSED transaction; and the timing of the completion of the PROPOSED transaction.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the business in which LINDBLAD is engaged; fluctuations in customer demand; general economic conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the PROPOSED TRANSACTION doES not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

 

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors WILL BE contained in CAPITOL’s filings with the SEC. All subsequent written and oral forward-looking statements concerning CAPITOL and LINDBLAD, the PROPOSED transaction or other matters and attributable to CAPITOL and LINDBLAD or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither CAPITOL nor LINDBLAD undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, EXCEPT AS REQUIRED BY APPLICABLE LAW.

 

Item 1.01

Entry into a Material Definitive Agreement.

 

As previously disclosed, on March 9, 2015, Capitol Acquisition Corp. II., a Delaware corporation (“Capitol”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Capitol, Argo Expeditions, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“LLC Sub”), Argo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LLC Sub, and Lindblad Expeditions, Inc., a New York corporation (“Lindblad”). Pursuant to the Merger Agreement, Lindblad had a right to terminate the Merger Agreement if within two business days of May 1, 2015 (the “Debt Financing Target Date”), despite its reasonable best efforts to obtain debt financing of no less than $112,000,000 on terms specified in the Merger Agreement, Lindblad was unable to consummate such debt financing.

 

On April 20, 2015, as previously disclosed, Lindblad executed a commitment letter with Credit Suisse Securities (USA) LLC and Credit Suisse AG pursuant to which such parties have committed to provide Lindblad with a $120 million senior secured first lien term loan facility, subject to definitive documentation and certain customary closing conditions. On April 30, 2015, the parties to the Merger Agreement executed an amendment to the Merger Agreement (“Amendment No. 1”) extending the Debt Financing Target Date to May 8, 2015. The debt financing is expected to close and fund prior to May 8, 2015.

 

In addition, pursuant to the Merger Agreement, each of Capitol and Lindblad also had the right to terminate the Merger Agreement if the mergers contemplated by the Merger Agreement were not consummated by the later of (i) May 15, 2015 or (ii) if Capitol’s stockholders voted to extend the date for Capitol to complete, a business combination beyond May 15, 2015, that later date approved by Capitol’s stockholders as long as not later than June 29, 2015. On May 1, 2015, the parties executed a second amendment to the Merger Agreement (“Amendment No. 2”) to postpone the date after which either party can terminate the Merger Agreement if the mergers haven’t been consummated to July 31, 2015.

 

The foregoing summary of the Merger Agreement, Amendment No. 1 and Amendment No. 2 are qualified in their entirety by references to the text of the Merger Agreement, Amendment No. 1 and Amendment No. 2. Amendment No. 1 and Amendment No. 2 are attached as exhibits hereto and incorporated herein by reference.

 

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
2.1		Amendment No. 1, dated as of April 30, 2015, to Agreement and Plan of Merger, dated as of March 9, 2015, by and among Capitol Acquisition Corp. II, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc.

 

2.2

Amendment No. 2, dated as of May 1, 2015, to Agreement and Plan of Merger, dated as of March 9, 2015, by and among Capitol Acquisition Corp. II, Argo Expeditions, LLC, Argo Merger Sub, Inc. and Lindblad Expeditions, Inc.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 4, 2015

 

	CAPITOL ACQUISITION CORP. II
	By:	/s/ Mark D. Ein
		Mark D. Ein
		Chief Executive Officer

 

 

 

5

 

 

 

Exhibit 2.1

 

EXECUTION VERSION

 

AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

 

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 30, 2015, by and among CAPITOL ACQUISITION CORP. II, a Delaware corporation (“Acquiror”), ARGO EXPEDITIONS, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Acquiror, (“LLC Sub”), ARGO MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of LLC Sub (“Merger Sub”) and LINDBLAD EXPEDITIONS, INC., a New York corporation (the “Company”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated March 9, 2015 (the “Agreement”) by and among Acquiror, LLC Sub, Merger Sub and the Company.

 

RECITALS

 

WHEREAS, Section 11.10 of the Agreement provides that the Agreement may be amended with the written consent of Acquiror, LLC Sub, Merger Sub and the Company; and

 

WHEREAS, the parties desire to amend the terms of the Agreement as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, promises and agreements hereinafter set forth, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties hereto hereby agree as follows:

 

ARTICLE I

 

AMENDMENT

 

1.

Section 10.1(e). Section 10.1(e) of the Agreement shall be amended to extend the date in clause (ii) thereof from May 1, 2015 to May 8, 2015, such that the provision reads in its entirety as follows:

 

“by written notice from the Company to Acquiror (i) within two (2) Business Days of April 20, 2015 (the “Debt Commitment Target Date”), if despite its reasonable best efforts to obtain a debt commitment letter, on customary terms reasonably acceptable to the Company and Acquiror, for not less than eighty million dollars ($80,000,000) in the aggregate (the “Debt Commitment Letter”), the Company has failed to obtain such Debt Commitment Letter; provided, however, that such termination right shall expire should the Company thereafter obtain the Debt Commitment Letter on such terms prior to exercise of such right or (ii) within two (2) Business Days of May 8, 2015 (“Debt Financing Target Date”), if despite its reasonable best efforts to obtain the Debt Financing, the Company has not consummated the Debt Financing; provided, however, that such termination right shall expire should the Company thereafter consummate the Debt Financing prior to exercise of such right; or”

 

2.

Reference to and Effect on the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement, a reference to the

 

 

Agreement in any such instrument or document to be deemed to be a reference to the Agreement as amended hereby.

 

ARTICLE II

 

MISCELLANEOUS

 

1.

Representations and Warranties of the Company. The Company represents and warrants to Acquiror, LLC Sub and Merger Sub that it has all necessary corporate power and corporate authority to enter into this Amendment and has taken all corporate or other action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Amendment has been duly executed and delivered by the Company, and this Amendment is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

2.

Representations and Warranties of Acquiror, LLC Sub and Merger Sub. Each of Acquiror, LLC Sub and Merger Sub represents and warrants to Buyer that it has all necessary corporate or limited liability company, as applicable, power and authority to enter into this Amendment and has taken all action necessary to consummate the transactions contemplated hereby and to perform its respective obligations hereunder. This Amendment has been duly executed and delivered by each of Acquiror, LLC Sub and Merger Sub, and this Amendment is a valid and binding obligation of each of Acquiror, LLC Sub and Merger Sub enforceable against Acquiror, LLC Sub and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

3.

Amendment Limited. Except as amended hereby, each of the provisions of the Agreement shall remain in full force and effect following the execution of this Amendment, and, except as explicitly provided herein, this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Agreement.

 

4.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

 

5.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.

 

6.

Entire Agreement. This Amendment, the Agreement, the Exhibits and Schedules thereto, and the Confidentiality Agreement constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto.

 

[SIGNATURES BEGIN ON FOLLOWING PAGE]

 

 

IN WITNESS WHEREOF, each of Acquiror, LLC Sub, Merger Sub and Company has executed this Amendment to the Agreement or caused this Amendment to the Agreement to be duly executed on its behalf by its officer thereunto duly authorized, as of the day and year first above written.

 

	CAPITOL ACQUISITION CORP. II
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO
	ARGO EXPEDITIONS, LLC
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO
	ARGO MERGER SUB, INC.
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO

 

 

 

[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]

 

 

	LINDBLAD EXPEDITIONS, INC.
	By:	/s/ Ian T. Rogers
	Name:	IAN T. ROGERS
	Title:	COO & CFO

 

Acknowledged and agreed as of the date first written above:

 

SVEN-OLOF LINDBLAD
/s/ Sven-Olof Lindblad

 

 

 

[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]

 

Exhibit 2.2

 

EXECUTION VERSION

 

SECOND AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

 

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 1, 2015, by and among CAPITOL ACQUISITION CORP. II, a Delaware corporation (“Acquiror”), ARGO EXPEDITIONS, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Acquiror, (“LLC Sub”), ARGO MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of LLC Sub (“Merger Sub”) and LINDBLAD EXPEDITIONS, INC., a New York corporation (the “Company”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated March 9, 2015 (as amended on April 30, 2015, the “Agreement”) by and among Acquiror, LLC Sub, Merger Sub and the Company.

 

RECITALS

 

WHEREAS, Section 11.10 of the Agreement provides that the Agreement may be amended with the written consent of Acquiror, LLC Sub, Merger Sub and the Company; and

 

WHEREAS, the parties desire to amend the terms of the Agreement as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, promises and agreements hereinafter set forth, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties hereto hereby agree as follows:

 

ARTICLE I

 

AMENDMENT

 

1.

Section 10.1(b). Section 10.1(b) of the Agreement shall be amended to extend the date in clause (ii) thereof from “the later of (A) May 15, 2015 or (B) to the extent Acquiror Stockholders duly approve a later date (the “Acquiror Deadline”) for completion of a Business Combination, the earlier of (x) such Acquiror Deadline and (y) June 29, 2015” to “July 31, 2015”, such that the provision reads in its entirety as follows:

 

“prior to the Closing, by written notice to the Company from Acquiror if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Acquiror provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from Acquiror of such breach, but only as long as the Company continues to use its commercially reasonable efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, (ii) the Closing has not occurred on or before July 31, 2015 (the “Termination Date”), or (iii) the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, that the right to terminate this Agreement under subsection (ii) or (iii) shall not be available if Acquiror’s or Merger Sub’s failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;”

 

 

2.

Reference to and Effect on the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Agreement, a reference to the Agreement in any such instrument or document to be deemed to be a reference to the Agreement as amended hereby.

 

ARTICLE II

 

MISCELLANEOUS

 

1.

Representations and Warranties of the Company. The Company represents and warrants to Acquiror, LLC Sub and Merger Sub that it has all necessary corporate power and corporate authority to enter into this Amendment and has taken all corporate or other action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Amendment has been duly executed and delivered by the Company, and this Amendment is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

2.

Representations and Warranties of Acquiror, LLC Sub and Merger Sub. Each of Acquiror, LLC Sub and Merger Sub represents and warrants to Buyer that it has all necessary corporate or limited liability company, as applicable, power and authority to enter into this Amendment and has taken all action necessary to consummate the transactions contemplated hereby and to perform its respective obligations hereunder. This Amendment has been duly executed and delivered by each of Acquiror, LLC Sub and Merger Sub, and this Amendment is a valid and binding obligation of each of Acquiror, LLC Sub and Merger Sub enforceable against Acquiror, LLC Sub and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

3.

Amendment Limited. Except as amended hereby, each of the provisions of the Agreement shall remain in full force and effect following the execution of this Amendment, and, except as explicitly provided herein, this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Agreement.

 

4.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

 

5.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.

 

 

6.

Entire Agreement. This Amendment, the Agreement, the Exhibits and Schedules thereto, and the Confidentiality Agreement constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto.

 

[SIGNATURES BEGIN ON FOLLOWING PAGE]

 

 

IN WITNESS WHEREOF, each of Acquiror, LLC Sub, Merger Sub and Company has executed this Amendment to the Agreement or caused this Amendment to the Agreement to be duly executed on its behalf by its officer thereunto duly authorized, as of the day and year first above written.

 

	CAPITOL ACQUISITION CORP. II
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO
	ARGO EXPEDITIONS, LLC
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO
	ARGO MERGER SUB, INC.
	By:	/s/ L. Dyson Dryden
	Name:	L. DYSON DRYDEN
	Title:	CFO

  

[SIGNATURE PAGE TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER]

 

 

	LINDBLAD EXPEDITIONS, INC.
	By:	/s/ Ian T. Rogers
	Name:	IAN T. ROGERS
	Title:	CFO & COO

 

Acknowledged and agreed as of the date first written above:

 

SVEN-OLOF LINDBLAD
/s/ Sven-Olof Lindblad

 

 

[SIGNATURE PAGE TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER]