AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 8, 2015 (this “Agreement”), among LINDBLAD EXPEDITIONS, INC., a New York corporation (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”), the Lenders (as defined in Article I), and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent and security trustee for the Secured Parties (as defined in Article I) (in such capacity, the “Collateral Agent”).
= 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 • July 10th, 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
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”).
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”).
AMENDMENT TO ALLIANCE AND LICENSE AGREEMENTAlliance and License Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
AMENDMENT TO TOUR OPERATOR AGREEMENT [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Tour Operator Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
SECOND AMENDMENT TO ALLIANCE AND LICENSE AGREEMENTAlliance and License Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
This Second Amendment to Alliance and License 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”).
TOUR OPERATOR AGREEMENTTour Operator Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • District of Columbia
This Agreement is entered into as of December 12, 2011 (the “Effective Date”), between the National Geographic Society, a District of Columbia tax-exempt corporation, 1145 Seventeenth Street, NW, Washington, D.C. 20036-4688 (“NGS”) and Lindblad Expeditions, with principal offices at 96 Morton Street, New York, NY 10014 (“Lindblad”), to be a tour operator for certain NGE Trips (defined below). This Agreement is intended to apply to the marketing, sale and operation of all NGE/Lindblad Trips (defined below) scheduled to depart in calendar years 2012 through 2017.
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”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • July 10th, 2015 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York
This Non-Competition 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 Sven-Olof Lindblad (the “Executive”) (collectively Executive and the Company are referred to herein as the “Parties”).
