PURCHASE AGREEMENT

Exhibit 10.1

$85,000,000

AMBASSADORS INTERNATIONAL, INC.

3.75% Convertible Senior Notes due 2027

PURCHASE AGREEMENT

Dated March 28, 2007

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March 28, 2007

Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, California 94104

Ladies and Gentlemen:

Introduction . Ambassadors International, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to you (“ you ,” or the “ Initial Purchaser ”) an aggregate of $85,000,000 principal amount of its 3.75% Convertible Senior Notes due 2027 (the “ Firm Securities ”) to be issued pursuant to the provisions of an Indenture dated as of April 3, 2007 (the “ Indenture ”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”).

The Company also proposes to issue and sell to you not more than an additional $15,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2027 (the “ Additional Securities ”) solely to cover over-allotments, if and to the extent that you shall have determined to exercise the right to purchase such Additional Securities granted to you in Section 2.2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “ Securities .”

The Securities will be convertible into shares of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”). The shares of Common Stock into which the Securities are convertible are hereinafter referred to as the “ Underlying Securities. ”

The Securities and the Underlying Securities will be offered by the Initial Purchaser without being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), to qualified institutional buyers as defined in Rule 144A of the rules and regulations promulgated under the Securities Act (“ QIBs ”) in compliance with the exemption from registration provided by Rule 144A of the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission (the “ Commission ”).

The Initial Purchaser and its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the Closing Date between the Company and the Initial Purchaser (the “ Registration Rights Agreement ”) pursuant to which, subject to the conditions set forth therein, the Company will be required to file and use its best efforts to have declared effective a registration statement under the Securities Act to register resales of the Securities and the Underlying Securities.

In connection with the sale of the Securities, the Company (a) has prepared and delivered to the Initial Purchaser (i) a preliminary offering circular (as supplemented or amended prior to the date hereof, the “ Preliminary Offering Circular ”) and (ii) a pricing term sheet in the form attached hereto as Schedule B , which includes the pricing terms and other information with respect

to the Securities and other matters not included in the Preliminary Offering Circular (the “ Pricing Supplement ”) and (b) will prepare and deliver to the Initial Purchaser on the date hereof or the next succeeding day a final offering circular (the “ Final Offering Circular ” and, with the Preliminary Offering Circular, each an “ Offering Circular ”) including or incorporating by reference a description of the terms of the Securities and the Underlying Securities, the terms of the offering and a description of the Company. As used herein, the term “ Offering Circular ” shall include in each case the documents and information incorporated by reference therein. All references in this Purchase Agreement (this “ Agreement ”) to amendments of or supplements to an Offering Circular shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), which is or is deemed to be incorporated by reference in the Offering Circular.

1. Representations and Warranties of the Company . The Company represents and warrants to and agrees with the Initial Purchaser that:

1.1 Disclosure Package and Final Offering Circular . As of the Applicable Time (as defined below), neither (x) the Preliminary Offering Circular as of the Applicable Time as supplemented by Pricing Supplement, that has been prepared and delivered by the Company to the Initial Purchaser in connection with its solicitation of offers to purchase Securities, all considered together (collectively, the “ Disclosure Package ”), nor (y) any individual Supplemental Offering Materials (as defined below), when considered together with the Disclosure Package, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. “ Applicable Time ” means 6:00 p.m., New York City time, on March 28, 2007, or such other time as agreed by the Company and the Initial Purchaser.

“ Supplemental Offering Materials ” means any “written communication” (within the meaning of the Securities Act and the rules and regulations thereunder) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Securities other than the Offering Circular or amendments or supplements thereto (including the Pricing Supplement), including, without limitation, any road show materials relating to the Securities that constitutes such a written communication.

As of its issue date and as of Closing Date, the Final Offering Circular will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package or the Final Offering Circular made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use therein.

1.2 Exchange Act Compliance . The Offering Circular, as delivered from time to time, shall incorporate by reference the most recent Annual Report of the Company on Form 10-K filed with the Commission and each Quarterly Report of the Company on Form 10-Q and each Current Report of the Company on Form 8-K filed with the Commission since the end of the fiscal

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year to which such Annual Report relates. The documents incorporated or deemed to be incorporated by reference in either Offering Circular, at the time they were or hereafter are filed with the Commission, complied and will comply with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

1.3 Due Incorporation . The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Disclosure Package and the Final Offering Circular and to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the Securities, the Indenture and the Purchase Agreement, dated February 21, 2007 (the “Acquisition Agreement”), between Ambassadors International Cruise Group, LLC, a wholly-owned subsidiary of the Company (“Ambassadors International Cruise Group”), and HAL Antillen N.V., a unit of Carnival Corporation plc, pursuant to which Ambassadors International Cruise Group will acquire Windstar Sail Cruises Limited (“Windstar”) and related entities, and to consummate all of the transactions in connection therewith as contemplated thereby and in the Disclosure Package and each Offering Circular; and the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, whether by reason of the ownership or leasing of property or the conduct of business, except to the extent that the failure to be so qualified or be in good standing could not, individually or in the aggregate, reasonably be expected to have any material adverse change, in or affecting the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, in each case whether or not arising in the ordinary course of business (a “Material Adverse Effect”).

1.4 Subsidiaries . Each subsidiary of the Company has been duly incorporated or formed, is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, has the corporate, limited liability company or other power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and each Offering Circular and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect. All of the issued shares of capital stock or membership interests, as applicable, of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests, as applicable, of the subsidiaries of the Company was issued in violation of any preemptive or similar rights of any securityholder of such subsidiary.

1.5 Purchase Agreement . This Agreement has been duly authorized, executed and delivered by the Company, and assuming due authorization, execution and delivery by you, is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to

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applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution hereunder may be limited under applicable law.

1.6 Indenture . The Indenture has been duly authorized by the Company, and when executed and delivered by the Company (assuming the due authorization, execution and delivery by the Trustee), will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

1.7 Registration Rights Agreement . The Registration Rights Agreement has been duly authorized by the Company, and when executed and delivered by the Company (assuming the authorization, execution and delivery by the Initial Purchaser), will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited under applicable law.

1.8 Description of Capital Stock and Material Indebtedness . The Company has the authorized, issued and outstanding capitalization and material indebtedness as set forth in the Disclosure Package and the Final Offering Circular, and the Acquisition Agreement, the capital stock and the material indebtedness of the Company conform as to legal matters to the descriptions thereof contained in the Disclosure Package and the Final Offering Circular.

1.9 Authorized Stock . The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.

1.10 Validly Issued Securities . The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser pursuant to this Agreement, will have been duly executed and delivered by the Company and (assuming due authorization, execution and delivery of the Indenture by the Trustee) will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be in the form contemplated by and entitled to the benefits provided by the Indenture; and the Securities, the Registration Rights Agreement and the Indenture will conform in all material respects to the descriptions thereof in the Disclosure Package and the Final Offering Circular.

1.11 Underlying Securities . The Underlying Securities conform in all material respects to all descriptions relating thereto set forth in the Disclosure Package and the Final Offering Circular. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into shares of Common Stock in accordance with the terms of the Securities and the Indenture; the Underlying Securities have been duly authorized and reserved for issuance upon such conversion by all

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necessary corporate action and such shares, when issued upon such conversion of the Securities in accordance with the terms of the Securities and the Indenture, will be validly issued, fully paid and non-assessable, no holder of such shares will be subject to personal liability by reason of being such a holder, except that they may be liable by agreement and for their own conduct or acts, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

1.12 No Conflict . Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws (or other similar constituent document) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, except as otherwise set forth in the Disclosure Package or Offering Circular or as could not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries are in compliance with all applicable foreign, federal, state and local laws, rules, regulations, ordinances, codes, policies and rules of common law and any judicial or administrative interpretation thereof of any governmental body, agency or court, domestic or foreign, having jurisdiction over the Company’s business, assets or properties, except as could not reasonably be expected to have a Material Adverse Effect. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Registration Rights Agreement and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Final Offering Circular and the consummation of the transactions herein and therein contemplated and compliance by the Company with its obligations hereunder and thereunder: (a) have been duly authorized by all necessary corporate action; (b) do not and will not, whether with or without the giving of notice or passage of time or both, contravene (i) any provision of applicable law, statute, rule or regulation, (ii) the charter or by-laws (or other similar constituent documents) of the Company or any of its subsidiaries, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries (including the Acquisition Agreement), or (iv) any judgment, order or decree of any governmental body, agency or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations; and (c) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries. No consent, approval, authorization or order of, or qualification or filing with, any governmental body or agency, or of or with the Nasdaq Global Market, or approval of the stockholders of the Company, is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities, except (x) Exchange Act filings disclosing matters related thereto, (y) the filing of an application for the listing of additional shares with the Nasdaq Global Market, which has been made, and (z) such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities and the Underlying Securities (and by federal and state securities laws with respect to the Company’s obligations under the Registration Rights Agreement).

1.13 No Material Adverse Change . Since the respective dates as of which information is given in the Disclosure Package and the Final Offering Circular, (i) there has not

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occurred any Material Adverse Effect, (ii) there has not occurred any Material Adverse Effect on Windstar, and (iii) there has not been any change in the outstanding indebtedness of the Company and its subsidiaries (other than the incurrence or payment of trade payables in the ordinary course of business consistent with past practice).

1.14 Legal Proceedings; Exhibits . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the best knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries or their respective properties or assets that could reasonably be expected to result in a Material Adverse Effect, or which could reasonably be expected to adversely affect the properties or assets of the Company or any of its subsidiaries or the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder or under the Registration Rights Agreement, the Indenture and the Securities. All pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Disclosure Package and the Final Offering Circular, including ordinary routine litigation incidental to the business, could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

1.15 Investment Company Act . The Company and each of its subsidiaries is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Offering Circular, will not be an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

1.16 Compliance with Environmental Laws . The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws, rules, regulations, ordinances, codes, policies and rules of common law and any judicial or administrative interpretation thereof relating to pollution or the protection of human health and safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), wildlife, or hazardous or toxic substances or wastes, chemicals, pollutants, contaminants, wastes, residual materials, toxic substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (“ Environmental Laws ”), (ii) have received all permits, certificates, licenses, authorizations or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, certificate, license, authorization or approval, except where failure or noncompliance in the case of clauses (i) through (iii) above, could not reasonably be expected to have a Material Adverse Effect; there are no pending or to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and to the Company’s knowledge there are no events or circumstances that could reasonably be expected to form the basis of an order for clean-up, remediation or other corrective or rehabilitation measures, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or Environmental Laws.

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1.17 No Environmental Costs . To the Company’s knowledge, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities or any potential liabilities to third parties) that would, individually or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries.

1.18 Cuban Business Statute . The Company has complied with all provisions of Section 517.075, Florida Statutes relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

1.19 Absence of Material Charges . Subsequent to the date as of which information is given in the Disclosure Package and the Final Offering Circular: (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent (including any off-balance sheet obligations), nor entered into any material transaction not in the ordinary course of business; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in the Disclosure Package and the Final Offering Circular.

1.20 Good Title to Properties . The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of the Company and its subsidiaries, in each case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except such as are described in the Disclosure Package and the Final Offering Circular or such as would not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Disclosure Package and the Final Offering Circular, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

1.21 Descriptions in Disclosure Package and Each Offering Circular . The statements in the Disclosure Package and each Offering Circular under the captions “Description of Notes,” “Description of Capital Stock,” “Description of Material Indebtedness,” “Material United

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States Federal Tax Considerations,” “Plan of Distribution,” “Transfer Restrictions” and “Legal Matters” and in “Item 3—Legal Proceedings” of the Company’s most recent annual report on Form 10-K, in “Part II, Item 1—Legal Proceedings” of any quarterly report of the Company on Form 10-Q and in any current report on Form 8-K included or incorporated by reference in the Disclosure Package and the Final Offering Circular, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, are accurate and fairly summarize in all material respects the matters referred to therein. The Securities, the Indenture and the Registration Rights Agreement conform or will conform in all material respects to the respective statements relating thereto contained in the Disclosure Package and the Final Offering Circular and will be in substantially the respective forms last delivered to the Initial Purchaser prior to the date of this Agreement.

1.22 Securities of Different Class . The Securities are eligible for resale pursuant to Rule 144A of the rules and regulations promulgated under the Securities Act and, when the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A of the rules and regulations promulgated under the Securities Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

1.23 Exchange Act Reporting Company . The Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

1.24 No Integration, General Solicitation or General Advertising . Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act) (an “ Affiliate ”) of the Company, nor any person acting on its or their behalf (other than the Initial Purchaser, as to whom the Company makes no representation or warranty), has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act or (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Securities (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

1.25 Sales in the United States or to U.S. Persons . The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by the Initial Purchaser), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act.

1.26 No Registration of the Securities or Qualification of the Indenture . Assuming the accuracy of the representations of the Initial Purchaser contained in Section 6 hereof and the Initial Purchaser’s compliance with its obligations thereunder, it is not necessary in connection with

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the offer, sale and delivery of the Securities to the Initial Purchaser in the manner contemplated by this Agreement and the Disclosure Package and the Final Offering Circular to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”).

1.27 Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency or the Nasdaq Global Market is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation by the Company of the transactions contemplated by this Agreement or for the due execution, delivery or performance of the Registration Rights Agreement, the Indenture or the Securities by the Company, except (i) such as have been already made or obtained, (ii) with respect to the obligations under the Registration Rights Agreement, the filing of the registration statement and supplements and amendments thereto with the Commission under the Securities Act and the Commission’s declaration of effectiveness of such registration statement and post-effective amendments thereto and the qualification of the Indenture under Trust Indenture Act, (iii) the filing of an application for the listing of additional shares with the Nasdaq Global Market, which has been made, or (iv) as expressly set forth in this Agreement, the Registration Rights Agreement or the Indenture.

1.28 No Violation of Section 7 of the Exchange Act . None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.

1.29 No Price Stabilization or Manipulation . Other than any actions taken or that may be taken directly or indirectly by the Initial Purchaser, as to which the Company makes no representation or warranty, prior to the date hereof, neither the Company nor any of its Affiliates has taken, nor will the Company or any of its Affiliates take, directly or indirectly, any action which is designed to or which has constituted or which might be expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities.

1.30 Independent Public Accountants . Ernst & Young LLP, who have certified the financial statements and supporting schedules of the Company and its subsidiaries, are independent public accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and by Rule 3600T of the Public Company Accounting Oversight Board.

1.31 Financial Statements . The financial statements of the Company and its subsidiaries (including for purposes of this Section 1.31, any pro forma financial information) included or incorporated by reference in the Disclosure Package and either Offering Circular, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein (or incorporated by reference), present fairly in all material respects the financial position of the Company and its consolidated subsidiaries, or such

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other entity, as the case may be, at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries, or such other entity, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as otherwise stated therein). The supporting schedules, if any, included or incorporated by reference in the Disclosure Package and either Offering Circular present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Disclosure Package and either Offering Circular present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Disclosure Package and either Offering Circular. All disclosures contained in the Disclosure Package and the Final Offering Circular regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

1.32 No Registration Rights . There are no contracts, agreements or understandings between the Company and any person granting such person the right to include securities held by such person in any registration statement required under the Registration Rights Agreement with respect to the Securities and the Underlying Securities.

1.33 Intellectual Property Rights . The Company and its subsidiaries own or possess, or can acquire on reasonable terms and without a Material Adverse Effect, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by them, except where the failure to so own, possess or acquire could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice by or on behalf of a claimant of any infringement of or conflict with asserted rights of the claimant with respect to any of the foregoing which, if the subject of an unfavorable decision, ruling or finding, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Affect on the Company and its subsidiaries.

1.34 No Labor Disputes . (a) Neither the Company nor any of its subsidiaries is engaged in any unfair labor practice; (b) except as set forth on Schedule 1.34(b), there is (i) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (ii) no strike, labor dispute, slowdown or stoppage exists or is pending or, to the Company’s knowledge, is threatened or imminent against the Company or any of its subsidiaries or its principal suppliers, manufacturers or contractors, and (iii) no union representation dispute currently exists or is pending concerning the employees of the Company or any of its subsidiaries; and (c) to the Company’s knowledge, (i) no union organizing activities are currently taking place concerning the employees of the Company or any of its subsidiaries except as set forth on Schedule 1.34(c) and (ii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or

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any provision of the Employee Retirement Income Security Act of 1974 or the rules and regulations promulgated thereunder concerning the employees of the Company or any of its subsidiaries that could reasonably be expected to result in a Material Adverse Effect.

1.35 Insurance . The Company and its subsidiaries are insured by financially sound insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged and such insurance is in full force and in effect on the date hereof and will be in full force and in effect on the Closing Date or the Option Closing Date, as the case may be; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. None of the Company or any of its subsidiaries has been denied any insurance coverage that it has sought or for which it has applied.

1.36 Statistical and Market Related Data . Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Disclosure Package and the Final Offering Circular is not based on or derived from sources that are reliable and accurate in all material respects and the Company has obtained the written consent to the use of such data from such sources to the extent required.

1.37 Governmental Permits . Except as could not reasonably be expected to result in a Material Adverse Effect: the Company and its subsidiaries possess all permits, licenses, approvals, consents, certificates and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, state, local or foreign regulatory authorities or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation, suspension or modification of any such Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Effect.

1.38 Accounting Controls . The Company and each of its subsidiaries maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Final Offering Circular, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and

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procedures (as defined in Rule 13a-14 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

1.39 Listing of Common Stock . The Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on the Nasdaq Global Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Global Market, nor has the Company received any notification that the Commission or the National Association of Securities Dealers, Inc. is contemplating terminating such registration or listing.

1.40 Sarbanes-Oxley Compliance . The Company and the Company’s directors and officers, in their capacities as such, are in compliance with all provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and the rules and regulations promulgated thereunder and in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

1.41 Payment of Taxes . The Company and its subsidiaries have filed all tax returns that are required to have been filed by them pursuant to applicable federal, foreign, state, local or other law, and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided, except where the failure to so file or pay could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined.

1.42 Foreign Corrupt Practices Act . Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

1.43 Money Laundering Laws . The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting

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requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

1.44 OFAC . Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

1.45 Common Stock Certificates . The certificates representing the shares of Common Stock (including the shares of Common Stock issuable upon conversion of the Securities) conform to the requirements of the Nasdaq Global Market and the General Corporation Law of the State of Delaware.

1.46 ERISA . Each of the Company and its subsidiaries is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company or any of its subsidiaries would have any liability; none of the Company or any of its subsidiaries has incurred or expects to incur liability under (i) Title IV of ERISA with respect to the termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”); and each “pension plan” for which the Company or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

1.47 Accuracy of Exhibits. There are no contracts or documents which are required under the Securities Act or the Exchange Act or the rules and regulations thereunder to be filed as exhibits to the documents incorporated by reference in the Disclosure Package or the Final Offering Circular which have not been so filed as required.

1.48 Related Party Transactions . No relationship, direct or indirect, exists between or among any of the Company or any of its subsidiaries or Affiliates, on the one hand, and any former or current director, officer, stockholder, customer or supplier of any of them, on the other hand, which is required by the Securities Act or by the rules and regulations enacted thereunder to be described in a registration statement on Form S-1 that is not so described or is not described as required in the Disclosure Package and the Final Offering Circular; and, to the Company’s knowledge, there are no affiliations or associations between any member of the National Association of Securities Dealers, Inc. and any of the Company’s officers or directors.

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1.49 Solvency . The Company and each of its subsidiaries is, and immediately after Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to the Company and each of its subsidiaries, individually and in the aggregate, on a particular date, that on such date (i) the fair market value of the assets of the Company and each of its subsidiaries is greater than the total amount of liabilities (including contingent liabilities) of the Company and each of its subsidiaries, (ii) the present fair salable value of the assets of the Company and each of its subsidiaries is greater than the amount that will be required to pay the probable liabilities of the Company and each of its subsidiaries on its debts as they become absolute and matured, (iii) the Company and each of its subsidiaries is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, and (iv) the Company and each of its subsidiaries does not have unreasonably small capital.

1.50 Dividend Payments . None of the Company’s subsidiaries is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on its capital stock or from repaying to the Company any loans or advances to it from the Company.

1.51 Suppliers . No supplier of merchandise to the Company or any of its subsidiaries has ceased shipments to any of them, other than in the normal and ordinary course of business consistent with past practices, except to the extent such cessation could not reasonably be expected to result in a Material Adverse Effect.

1.52 Stock Option Awards . All stock option awards granted by the Company have been appropriately authorized by the board of directors of the Company or a duly authorized committee thereof, including approval of the exercise or purchase price or the methodology for determining the exercise or purchase price and the substantive terms of the stock options awards; all stock options granted to employees in the United States reflect the fair market value of the Company’s capital stock as determined under Section 409A of the Code, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto, on the date the option was granted (within the meaning of United States Treasury Regulation §1.421-1(c)); no stock options awards granted by the Company have been retroactively granted, or the exercise or purchase price of any stock option awar