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 7th 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 |
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|
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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 |
|
|
|
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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]
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