Capitol Acquisition Corp. II 18,000,000 Units 1 Underwriting AgreementUnderwriting Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Capitol Acquisition Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (the “Representatives”) are acting as representatives, an aggregate of 18,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,700,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singu
WARRANT AGREEMENTWarrant Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of May 10, 2013 is between Capitol Acquisition Corp. II, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of May, 2013, by and among Capitol Acquisition Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
andIndenture • June 1st, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
INDENTURE, dated as of [_____________________], between Lindblad Expeditions Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and [Name of Trustee], a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2011 • Capitol Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Capitol Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Employment AgreementEmployment Agreement • March 30th, 2021 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Employment Agreement (this “Agreement”), entered into as of March 29, 2021, is made by and between Lindblad Expeditions Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Dolf Berle (“Executive”) (collectively Executive and the Company are referred to herein as the “Parties”).
Employment AgreementEmployment Agreement • November 12th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Employment Agreement (this “Agreement”), dated as of November 9, 2020 (the “Effective Date”), is made by and between Lindblad Expeditions Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and David Goodman (“Executive”) (collectively Executive and the Company are referred to herein as the “Parties”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
This Agreement is made as of May 10, 2013 by and between Capitol Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 10th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This First Amendment to Third Amended and Restated Credit Agreement, dated as of August 7, 2020 (this “Amendment”), is made by and among LINDBLAD EXPEDITIONS, LLC, a Delaware limited liability company (the “U.S. Borrower”), LINDBLAD MARITIME ENTERPRISES, LTD., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Cayman Borrower” and, together with the U.S. Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), LINDBLAD EXPEDITIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
LINDBLAD EXPEDITIONS HOLDINGS, INC. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • June 14th, 2019 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”), plans to commence an offer (as described in the Prospectus, the “Exchange Offer”) pursuant to which the Company will offer to the holders of certain of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) the opportunity to receive 0.385 shares of the common stock (“Common Shares”) of the Company in exchange for each of the Company’s Warrants tendered by a holder and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Material. The Company has caused the Exchange Offer and Consent Solicitation Material to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offer and the Consent Solicitation. Certain capitalized terms used herein are defined in Section 16 of this Agreement. Concurrently with the Exchange Offer, the Company will solicit (the “Consent Solicitation”) consents (“Cons
LINDBLAD EXPEDITIONS, LLC, as Issuer, LINDBLAD EXPEDITIONS HOLDINGS, INC., as Parent, EACH OF THE OTHER GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Collateral...Indenture • February 7th, 2022 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
INDENTURE, dated as of February 4, 2022, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).
LINDBLAD – $107,694,892.00 SENIOR SECURED CREDIT AGREEMENT – SIDE LETTERSenior Secured Credit Agreement • November 2nd, 2022 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
VESSEL CONSTRUCTION AGREEMENT (Hull No. S189)Vessel Construction Agreement • March 14th, 2016 • Lindblad Expeditions Holdings, Inc. • Transportation services • Washington
This Vessel Construction Agreement (this “Agreement”), dated December 2, 2015, is entered into by and between Lindblad Expeditions, LLC, a Delaware limited liability company (“Owner”), and ICE FLOE, LLC, a Washington limited liability company d/b/a Nichols Brothers Boat Builders (“Builder”). This is an installment sale contract between merchants for the sale upon completion of a specially manufactured good, to become a maritime commercial vessel that is intended for service as a passenger cruise vessel (the “Vessel”). This is not a contract for a consumer good.
LINDBLAD EXPEDITIONS HOLDINGS, INC, as Issuer, EACH OF THE GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Collateral Agent INDENTURE Dated as of May 2, 2023...Indenture • May 2nd, 2023 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
INDENTURE, dated as of May 2, 2023, among Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Issuer”), the Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral agent (in such capacity, the “Collateral Agent”).
STOCK PURCHASE AGREEMENT by and among LINDBLAD EXPEDITIONS, LLC, a Delaware limited liability company, as Purchaser, LINDBLAD EXPEDITIONS HOLDINGS, INC., a Delaware corporation, as Purchaser Parent, GAIAM, INC., a Colorado corporation, as Gaiam Travel...Stock Purchase Agreement • May 5th, 2016 • Lindblad Expeditions Holdings, Inc. • Transportation services • Delaware
This Stock Purchase Agreement, dated as of May 4, 2016 (this “Agreement”), is by and among (i) Lindblad Expeditions, LLC, a Delaware limited liability company (“Purchaser”); (ii) Gaiam Travel, Inc., a Colorado corporation (“Gaiam Travel”); (iii) Ben Bressler, an individual (“Bressler” and together with Gaiam Travel, each, a “Seller” and collectively, “Sellers”); (iv) Gaiam, Inc., a Colorado corporation (“Gaiam Travel Parent”), solely for purposes of Section 6.02, Section 6.03, Section 6.05, Section 6.06, Section 6.07, Section 6.08, Section 6.09, Article VII and Article VIII; and (v) Lindblad Expeditions Holdings, Inc., a Delaware corporation (“Purchaser Parent”), solely for purposes of Section 6.02, Section 6.06(h) and Article VIII. Certain terms used in this Agreement are defined in Section 1.01.
Employment AgreementEmployment Agreement • December 10th, 2024 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Employment Agreement (this “Agreement”), entered into as of December 1, 2024, is made by and between Lindblad Expeditions Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Frederick Goldberg (“Executive”) (collectively Executive and the Company are referred to herein as the “Parties”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of May 10, 2013 (“Agreement”), by and among CAPITOL ACQUISITION CORP. II, a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT 2 LLC, L. DYSON DRYDEN, LAWRENCE CALCANO, RICHARD C. DONALDSON and PIYUSH SODHA (collectively the “Sponsors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SHIPBUILDING CONTRACT BETWEEN ULSTEIN VERFT AS (AS “BUILDER”) AND LINDBLAD MARITIME ENTERPRISES, LTD (AS “BUYER”) FOR ONE ULSTEIN® CX104 Exploration Cruise Vessel BUILDER’S HULL NO: 312Shipbuilding Contract • May 3rd, 2018 • Lindblad Expeditions Holdings, Inc. • Transportation services
Ulstein Verft AS (business org. no. 912 447 561), a company organised and existing under the laws of Norway, having its principal office at Osneset, N-6065 Ulsteinvik, Norway, (hereinafter called the “Builder”) and
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ALLIANCE AND LICENSE AGREEMENTAlliance and License Agreement • September 2nd, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
National Geographic Society (“NGS”) 1145 Seventeenth Street, NW Washington, DC 20036-4699 Lindblad Expeditions, Inc. (“Lindblad”) 96 Morton Street New York, NY 100114
Capitol Acquisition Corp. IIUnderwriting Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Employment AgreementEmployment Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Employment Agreement (this “Agreement”), dated as of July 8, 2015 (the “Effective Date”), is made by and between Lindblad Expeditions Holdings, Inc. (f/k/a/ Capitol Acquisition Corp. II), a Delaware corporation (together with any successor thereto, the “Company”) and Ian Rogers (“Executive”) (collectively Executive and the Company are referred to herein as the “Parties”).
INVESTMENT SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENTInvestment Subscription and Registration Rights Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
THIS INVESTMENT SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of July, 2015, by and among Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of May 10, 2013 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Capitol Acquisition Corp. II., a Delaware corporation (the “Company”), Capitol Acquisition Management 2 LLC, a Delaware limited liability company, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha (collectively, the “Purchasers”) and Graubard Miller, as escrow agent (“Escrow Agent”).
Addendum No. 1 to Shipbuilding Contract (Hull No. 316)Shipbuilding Contract • February 26th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services
This Addendum No. 1 (hereinafter called the “Addendum No.1”) to the Shipbuilding Contract for one Exploration Cruise Vessel (Hull No. 316) (hereafter called the “Vessel”) is made and entered into this 6th day of December, 2019 by and between:
Subscription AgreementSubscription Agreement • March 22nd, 2011 • Capitol Acquisition Corp. II • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one share of Common Stock, at $0.75 per Warrant, of Capitol Acquisition Corp. II (the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
SECOND AMENDMENT TO TOUR OPERATOR AGREEMENTTour Operator Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
This Second Amendment to Tour Operator Agreement (the “Second Amendment”) is made and entered into as of this 9th day of March, 2015 by and between National Geographic Society, a District of Columbia non-profit corporation (“NGS”), and Lindblad Expeditions, Inc., a New York corporation, including its wholly owned subsidiaries (collectively, “Lindblad”).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN LINDBLAD EXPEDITION HOLDINGS, INC. AND THE INVESTORS PARTY HERETO Dated as of August 31, 2020Registration Rights Agreement • August 31st, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 31, 2020, by and between Lindblad Expedition Holdings, Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), and the Purchasers party to that certain Investment Agreement (each an “Investor”, and collectively the “Investors”), dated of August 26, 2020 (as amended, supplemented or otherwise modified from time to time, the “Investment Agreement”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
AMENDMENT TO ALLIANCE AND LICENSE AGREEMENTAlliance and License Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
COLLATERAL TRUST AGREEMENT Dated as of February 4, 2022 among LINDBLAD EXPEDITIONS, LLC, as the Company, THE OTHER GRANTORS PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Note Indenture,Collateral Trust Agreement • February 7th, 2022 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This COLLATERAL TRUST AGREEMENT, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Company”), the entities listed on the signature pages under the heading “GRANTORS” and the Additional Grantors described herein party hereto from time to time (the Company, the entities listed under the heading “GRANTORS” and the Additional Grantors being, collectively, the “Grantors”), Wilmington Trust, National Association, as trustee under the Note Indenture described herein (in such capacity, together with its successors and assigns from time to time, the “Trustee”), Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Credit Agreement described herein (in such capacity, together with its successors and assigns from time to time, the “Credit Agreement Administrative Agent”), Wilmington Trust, National Association, as collateral trustee (in such capacity, together with its successors and assigns from time to time, the
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.Merger Agreement • March 10th, 2015 • Capitol Acquisition Corp. II • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of March 9, 2015, is entered into 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”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • July 17th, 2019 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Amendment (this "Amendment") is made as of July 17, 2019 by and between Lindblad Expeditions Holdings, Inc., a Delaware corporation (f/k/a Capitol Acquisition Corp. II) (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation as warrant agent (the "Warrant Agent"), and constitutes an amendment to that certain Warrant Agreement, dated as of May 10, 2013 (the "Existing Warrant Agreement"), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
September 4, 2018 Trey Byus Lindblad ExpeditionsEmployment Agreement • September 6th, 2018 • Lindblad Expeditions Holdings, Inc. • Transportation services
AMENDMENT TO NOTE, DATED MAY 6, 2016Note Amendment • May 6th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Amendment (the “Note Amendment”) amends the Note, dated as of May 6, 2016 (the “Note”), issued by Natural Habitat, Inc., a Colorado corporation (the “Payor”) in the principal amount of $2,525,000 to Ben Bressler, an individual (“Payee”). This Note Amendment, is entered into as of May 1, 2020 (the “Amendment Effective Date”), by and between the Payor and the Payee. All capitalized terms used in this Note Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Note.
Private & ConfidentialSenior Secured Credit Agreement • June 15th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
LINDBLAD BLUEWATER II LIMITED, (as Borrower) LINDBLAD EXPEDITIONS HOLDINGS, INC., (as Holdings) THE LENDERS LISTED IN SCHEDULE 1, (as Lenders) CITIBANK, N.A., LONDON BRANCH, (as Mandated Lead Arranger, Global Co-ordinator, ECA Agent, EK Guarantor and Collateral Agent) CITIBANK EUROPE PLC, UK BRANCH, (as Administrative Agent)
REVOLVING CREDIT AGREEMENT dated as of February 4, 2022, among LINDBLAD EXPEDITIONS, LLC, as Borrower, LINDBLAD EXPEDITIONS HOLDINGS, INC., as Holdings, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,...Revolving Credit Agreement • February 7th, 2022 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that on the Date of Borrowing herein referenced, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall have been satisfied (or waived).
