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.
