May 7, 2012 Lane Five Capital Management, LLC Attention: Lisa O’Dell Rapuano 3K Limited Partnership Boston, Massachusetts 02110 Attention: Peter H. Kamin Re: Cooperation AgreementCooperation Agreement • May 8th, 2012 • Ambassadors Group Inc • Services-educational services • Delaware
This letter constitutes the agreement (this “Agreement”) between Ambassadors Group, Inc., a Delaware corporation (the “Company”), on the one hand, and Lane Five Partners LP, a Delaware limited partnership (the “Fund”), Lane Five Capital Management LP, a Delaware limited partnership (the “Investment Manager”), Lane Five Capital Management, LLC, a Maryland limited liability company (“IM GP”), Lane Five Partners GP LLC, a Delaware limited liability company (the “General Partner”), Lisa O’Dell Rapuano, a natural person (“Ms. Rapuano” and, together with the Fund, the Investment Manager, IM GP and the General Partner, “Lane Five Parties”), 3K Limited Partnership, a Delaware limited partnership (“3K”) and Peter H. Kamin, a natural person (“Mr. Kamin” and together with 3K, the “Kamin Parties”), on the other hand, with respect to the matters set forth below:
