Common use of Representations of the Holder Clause in Contracts

Representations of the Holder. Each Holder hereby represents and warrants to Norwegian as follows: (a) Such Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (h) Such Holder understands the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such Holder for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Representations of the Holder. Each The Holder hereby represents and warrants to Norwegian as followsthe Insider that: (aa.) Such Holder is The Holder, in making the legal and beneficial owner decision to receive the Transferred Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of its Contributed SharesTailwind’s officers, and has good and valid title to such Contributed Sharesmanagers, free and clear of any and all liensdirectors, mortgages partners or other encumbrances. At the Closing, such Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, employees or any other matters pertaining to, representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Contributed acquisition of the Transferred Founder Shares, except for the Existing Shareholders’ Agreement. (bb.) Such This Agreement has been validly authorized, executed and delivered by the Holder has such knowledge and, assuming the due authorization, execution and experience delivery thereof by the other party hereto, is a valid and binding agreement enforceable in financial accordance with its terms, subject to the general principles of equity and business matters to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c.) The Holder acknowledges that it is capable of utilizing has had the information made available opportunity to such Holder, to evaluate the merits review this Agreement and risks of the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d.) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Transferred Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to make an informed “accredited investors” under the Securities Act and similar exemptions under state law. (e.) The Holder is acquiring the Transferred Founder Shares solely for investment decision purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with respect theretoa view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Transferred Founder Shares to or through any person or entity except as may be permitted hereunder. (f.) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Transferred Founder Shares. Such The Holder is aware that its an investment in its New the Transferred Founder Shares is highly speculative and it subject to substantial risks. The Holder is ablecognizant of and understands the risks related to the acquisition of the Transferred Founder Shares, without impairing including those restrictions described or provided for in this Agreement and the Registration Rights Agreement pertaining to transferability. The Holder is able to bear the economic risk of its financial condition, to hold its New Shares investment in the Holder for an indefinite period of time and able to suffer sustain a complete loss of its such investment. (cg.) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered No broker, finder or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement intermediary has been duly and validly executed and delivered by paid or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule is entitled to a fee or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party commission from or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such Holder or any of its affiliates Xxxxxx in connection with the execution and delivery of this Agreement or the consummation acquisition of the transactions contemplated herebyTransferred Founder Shares nor is Investor entitled to or will accept any such fee or commission. (hh.) Such The Holder understands that the transferability of its New Shares is restricted. (i) The New Transferred Founder Shares are being acquired by such Holder for its own account only for investment offered and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale sold to Investor in reliance on exemptions from the registration requirements under the Securities Act or otherwise Act, and analogous provisions in the laws and regulations of various states, and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or Sponsor is relying upon the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended truth and Restated Bye-Laws of Norwegian, as evidence accuracy of the restrictions on transferrepresentations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTapplicability of such provisions.”

Representations of the Holder. Each Holder hereby represents and warrants to Norwegian as follows: (a) Such Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (h) Such Holder understands the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such Holder for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24[ ], 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Representations of the Holder. Each The Holder hereby represents and warrants to Norwegian as followsthe Insider and the Company that: (a) Such Holder is The Holder, in making the legal and beneficial owner decision to receive the shares of its Contributed SharesCommon Stock from the Company pursuant to this Agreement, and has good and valid title to such Contributed Sharesnot relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, free and clear of any and all liensdirectors, mortgages partners or other encumbrances. At the Closing, such Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, employees or any other matters pertaining to, representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Contributed Shares, except for acquisition of the Existing Shareholders’ AgreementCommon Stock. (b) Such This Agreement has been validly authorized, executed and delivered by the Holder has such knowledge and, assuming the due authorization, execution and experience delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in financial accordance with its terms, subject to the general principles of equity and business matters to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it is capable of utilizing has had the information made available opportunity to such Holder, to evaluate the merits review this Agreement and risks of the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the issuance of Common Stock contemplated hereby will be made in reliance on, among other things, a private placement exemption to make an informed “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring the Common Stock solely for investment decision purposes, for such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with respect theretoa view to the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the shares of Common Stock to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Common Stock. Such The Holder is aware that its an investment in its New Shares the Common Stock is highly speculative and it subject to substantial risks. The Holder is ablecognizant of and understands the risks related to the acquisition of the Common Stock, without impairing including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its financial condition, to hold its New Shares investment in the Company for an indefinite period of time and able to suffer sustain a complete loss of its such investment. (c) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consentbroker, waiver, approval, order, permit finder or authorization of, intermediary has been paid or declaration is entitled to a fee or filing with, commission from or notification to, any person or entity is required on by the part of such Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation acquisition of the transactions contemplated herebyCommon Stock nor is the Holder entitled to or will accept any such fee or commission. (h) Such Holder understands the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such Holder for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale the shares of Common Stock will be issued to the Holder in reliance on exemptions from the registration requirements under the Securities Act or otherwise Act, and analogous provisions in the laws and regulations of various states, and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or Company is relying upon the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended truth and Restated Bye-Laws of Norwegian, as evidence accuracy of the restrictions on transferrepresentations, warranties, agreements, acknowledgments and understandings of the following legend (or a substantially similar legend) will be placed on Holder set forth in this Agreement in order to determine the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTapplicability of such provisions.”

Representations of the Holder. Each Holder hereby represents and warrants to Norwegian as follows: (a) Such Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such Holder or its applicable affiliate will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (h) Such Holder understands the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such Holder or its affiliates for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24[ ], 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Representations of the Holder. Each The Holder hereby represents and warrants to Norwegian as follows: (a) Such The Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such the Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such the Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such The Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such the Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such The Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such The Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such The Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such The Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such The Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such the Holder and constitutes the legal and binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such the Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such the Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such the Holder or any of its affiliates, or (ii) conflict with or result in any breach of such the Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such the Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such the Holder is a party or by which such the Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such the Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except the announcements required under the rules governing the listing of securities on the Stock Exchange of Hong Kong Limited. (h) Such The Holder understands that the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such the Holder for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such The Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such the Holder or by anyone acting for such the Holder’s account or on such the Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Representations of the Holder. Each The Holder hereby represents and warrants to Norwegian as follows: (a) Such The Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such the Holder will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such the Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such The Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such the Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such The Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such The Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such The Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such The Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such The Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such the Holder and constitutes the legal and binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such the Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such the Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such the Holder or any of its affiliates, or (ii) conflict with or result in any breach of such the Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such the Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such the Holder is a party or by which such the Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such the Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except the announcements required under the rules governing the listing of securities on the Stock Exchange of Hong Kong Limited. (h) Such The Holder understands that the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such the Holder for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such The Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such the Holder or by anyone acting for such the Holder’s account or on such the Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24[ ], 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Representations of the Holder. Each Holder hereby represents and warrants to Norwegian as follows: (a) Such Holder is the legal and beneficial owner of its Contributed Shares, and has good and valid title to such Contributed Shares, free and clear of any and all liens, mortgages or other encumbrances. At the Closing, such Holder or its applicable affiliate will transfer good and valid title to such Contributed Shares, free and clear of all liens, mortgages or other encumbrances. There is no contract between such Holder and any other person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, the Contributed Shares, except for the Existing Shareholders’ Agreement. (b) Such Holder has such knowledge and experience in financial and business matters that it is capable of utilizing the information made available to such Holder, to evaluate the merits and risks of the transactions contemplated by this Agreement and to make an informed investment decision with respect thereto. Such Holder is aware that its investment in its New Shares is highly speculative and it is able, without impairing its financial condition, to hold its New Shares for an indefinite period of time and to suffer a complete loss of its investment. (c) Such Holder understands and acknowledges that the issuance of its New Shares has not been considered or approved by any governmental or other entity save for the approval of the Bermuda Monetary Authority under the Exchange Control Act of 1972 (and regulations thereunder). (d) Such Holder recognizes that an investment in its New Shares involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the exchange for its New Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of its ownership of its New Shares. (e) Such Holder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by or for and behalf of such Holder and constitutes the legal and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application that may affect the enforcement of creditor’s rights generally and by general equitable principles. (f) The execution, delivery and performance by such Holder of this Agreement does not (i) violate any provision of law, statute, rule or regulation applicable to such Holder or any of its affiliates or any ruling, writ, injunction, order, judgment or decree of any court, administrative agent or other governmental body applicable to such Holder or any of its affiliates, or (ii) conflict with or result in any breach of such Holder’s or such affiliates’ organizational documents or any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Holder or any of its affiliates under any note, indenture, mortgage, lease agreement, or other agreement, contract or instrument to which such Holder is a party or by which such Holder’s or such affiliates’ property is bound or affected. (g) No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of such Holder or any of its affiliates in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (h) Such Holder understands the transferability of its New Shares is restricted. (i) The New Shares are being acquired by such Holder or its affiliates for its own account only for investment and are not being acquired with a view towards resale or further distribution. Such Holder understands that its New Shares are not registered for sale under the Securities Act or otherwise and that its New Shares cannot be offered for sale or sold by such Holder or by anyone acting for such Holder’s account or on such Holder’s behalf without the registration of its New Shares and/or the fulfillment of other regulatory requirements. (j) In addition to any legend required by the Amended and Restated Bye-Laws of Norwegian, as evidence of the restrictions on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the New Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”