EXHIBIT 5
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of January 29, 2007, by and between Ambassadors Group, Inc., a Delaware
Corporation (the "PURCHASER"), and Invemed Catalyst Fund, L.P., a Delaware
limited partnership (the "SELLER"), with reference to the following:
WHEREAS, the Seller owns shares of common stock in the Purchaser, par
value $0.01 per share; and
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, 1,200,001 of such shares ("SHARES").
NOW, THEREFORE, in consideration of the conditions and promises herein
contained, and subject to the terms and conditions of this Agreement, the
parties hereto agree as follows:
1. SALE, PURCHASE AND CLOSING.
1.1 At the Closing (defined herein) and subject to the
terms and conditions of this Agreement, the Purchaser agrees to purchase from
the Seller, and the Seller agrees to sell to the Purchaser, all right, title
and interest in the Shares.
1.2 At the Closing, the Purchaser shall pay an aggregate
purchase price of $32,952,027.46 (the "PURCHASE PRICE"), constituting $27.46
per Share.
1.3 The purchase and sale of the Shares (the "CLOSING")
shall take place at 2:00 p.m. (local time) on February 1, 2007 ("CLOSING
DATE"), at the offices of Loeb & Loeb LLP, 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, or at such other place and time as the Seller and
the Purchaser shall mutually agree.
2. REPRESENTATIONS AND WARRANTIES OF SELLERS.
The Seller represents and warrants the following:
2.1 The Seller is the owner of record and holds good and
valid title to the Shares, and the Shares are free of any and all liens,
encumbrances, mortgages, deeds of trust, pledge, assignment, security interests
or transfer restrictions other than those specified herein.
2.2 The Seller has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby including, without limitation, the authority to transfer
the Shares to the Purchaser, and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
The Purchaser represents and warrants to each and all of the
Sellers as follows:
3.1 The Purchaser has all requisite power and authority
(corporate and otherwise) to execute, deliver and perform this Agreement and
the transactions contemplated hereby, and the execution, delivery and
performance by the Purchaser of this Agreement has been duly authorized by all
requisite action by the Purchaser.
3.2 The Purchaser acknowledges and agrees that neither the
Seller, nor any of its respective representatives, affiliates and/or agents,
has made any representation or warranty to the Purchaser about the Purchaser or
the Shares other than those representations and warranties set forth in this
Agreement, and that the Purchaser has not relied upon any other representation
or warranty, express or implied, in purchasing the Shares.
4. CONDITIONS PRECEDENT TO EACH PARTY'S OBLIGATIONS.
4.1 The obligation of the Seller to consummate the Closing
shall be subject to the satisfaction (or waiver by the Sellers) of the
following conditions on or prior to the Closing Date: (i) the representations
and warranties of the Purchaser contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made on, as of
and with reference to the Closing Date (except to the extent such
representations and warranties specifically relate to a prior date); and (ii)
the Seller shall have received the Purchase Price.
4.2 The obligation of the Purchaser to consummate the
Closing shall be subject to satisfaction (or waiver by the Purchaser) of the
following conditions on or prior to the Closing Date: (i) the representations
and warranties of the Seller contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date was the same
effect as though such representations and warranties had been made on, as of
and with reference to the Closing Date (except to the extent such
representations and warranties specifically relate to a prior date); and (ii)
the Purchaser shall have received from the Seller the certificate(s)
representing the Shares.
5. MISCELLANEOUS.
5.1 No party hereto shall be obligated to pay any
commission, brokerage fee or finder's fee based on any alleged agreement or
understanding between any such party and a third person in respect of the
transactions contemplated hereby.
5.2 No party may sell, license, transfer or assign (by
operation of law or otherwise) any of such party's rights or interests in this
Agreement or delegate such party's duties or obligations under this Agreement,
in whole or in part, without the prior written consent of the other party.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
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5.3 This Agreement, including any and all exhibits hereto,
constitutes the entire agreement between the parties hereto. The provisions of
this Agreement supersede all previous communications, negotiations,
representations or agreements, either oral or written, with respect to any
transaction relating to or arising from this Agreement or terms described
herein. This Agreement may be modified or amended only by a written document
executed by all parties.
5.4 This Agreement may be executed in any number of
counterparts, and each such counterpart of this Agreement shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one agreement. Facsimile counterpart signatures to this Agreement shall be
acceptable and binding.
5.5 All representations and warranties made by any party in
connection with any transaction contemplated by this Agreement shall survive
the execution and delivery of this Agreement, the performance or consummation
of any transaction described in this Agreement, and the termination of this
Agreement.
5.6 That certain letter agreement, dated July 29, 2003,
between the Purchaser and the Seller, which provided for, among other things,
certain rights of the Seller to designate a member to Purchaser's Board of
Directors, is hereby terminated, and neither party shall have any rights or
obligations thereunder.
[SIGNATURES ON THE FOLLOWING PAGE]
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STOCK PURCHASE AGREEMENT
SIGNATURE PAGE
INVEMED CATALYST FUND, L.P.
By: Invemed Catalyst GenPar, LLC
its general partner
By: Gladwyne Catalyst GenPar, LLC
its managing member
/s/ Xxxxxxx Present
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Name: Xxxxxxx Present
Title: Member
AMBASSADORS GROUP, INC.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
