RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this “ Agreement ”) is entered into by and between Ambassadors International, Inc. (the
“ Company ”) and ORC Investments I, Inc. (“ ORC I ”), ORC Holdings, Inc. (“ ORC Holdings ”) and C.G. Grefenstette, E.C.
Johnson and Bruce I. Crocker, Trustees Under a Trust Dated August 28, 1968 for Henry L. Hillman, Jr. (the “ Trust ”) (together,
the “ Holders ”) as of December 27, 2005.
WHEREAS, ORC Holdings, ORC I and the Trust are directly the owners of 48.8%, 27.8% and 23.4%, respectively, of the
Class C membership interests of Oregon Rail Holdings, LLC, an Oregon limited liability company (“ ORH ”) (the foregoing
percentages, with respect to each Holder, are hereinafter referred to as such Holder’s “ Percentage Interest ”);
WHEREAS, ORH, the Company and Ambassadors Cruise Group, LLC, a Delaware limited liability company (“ ACG ”) are
parties to that certain Membership Interest Purchase Agreement, dated as of December 27, 2005 (the “ Purchase Agreement ”);
WHEREAS, in order to facilitate the closing of the transactions contemplated by the Purchase Agreement, the Holders
have agreed to contribute Four Million Six Hundred Seventy Two Thousand Five Hundred Seventy Four Dollars ($4,672,574),
plus the product of One Thousand Six Hundred Forty Four Dollars and Eight Cents ($1,644.08) multiplied by the number of days
from and including January 1, 2006 to and including the Purchase Closing date, towards the KeyBank Settlement, as defined in
the Purchase Agreement, in return for the issuance to the Holders of an aggregate of 250,000 shares of the Company’s common
stock, par value $0.01 per share (the “ Restricted Shares ”), restricted as provided for in this Agreement.
GRANT OF RESTRICTED STOCK
1.1 Issuance of Restricted Stock . The Company hereby agrees to issue to the Holders each Holder’s Percentage Interest
(rounded to the nearest whole share) of the Restricted Shares, concurrently with the Closing un