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.Agreement and Plan of Merger • 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.
