NORWEGIAN CRUISE LINE HOLDINGS LTD. 15,000,000 common shares | Norwegian Cruise Line Investments | commercial contracts (2023)

EX-1.12t1702370_ex1-1.htmANNEX 1.1

Figure 1.1

running version

NORWEGIAN CRUISE LINE HOLDINGS LTD.

15,000,000 Stammaktien

($0.001 par value per common share)

Subscription Agreement

10. August 2017

Subscription Agreement

10. August 2017

Citigroup Global Markets Inc.

Barclays Capital Inc.

Goldman Sachs & Co. LLC

as subscribers

c/o Citigroup Global Markets Inc.

Rua Greenwich 388

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Goldman Sachs & Co. LLC

200 Weststr

New York, New York 10282

Ladies and gentlemen:

Companies identified as selling shareholders inSchedule Cattached (each "selling shareholder”), as a shareholder of Norwegian Cruise Line Holdings Ltd., a Bermuda company (“holdings’), propose to sell them individually rather than collectively as underwriters (‘subscribers"), an aggregate of 15,000,000 common shares (the "Split’) with par value of $0.001 per share (the ‘Ordinary Actions’) from Holdings. The number of Shares to be sold by each Selling Shareholder is the number of Shares determined for that Selling Shareholder's nameSchedule Cappend The Shares are described in the prospectus referred to below.

Holdings has, pursuant to the provisions of the Securities Act 1933, as amended and related rules and regulations (collectively the “Law“), com a Securities and Exchange Commission (o „Commission) a self-completed registration statement on Form S-3 (Document Number 333-216441) under the Act, including a prospectus relating to the Shares, which registration statement incorporates by reference the documents filed or filed by Holdings in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations (collectively the "stock exchange law"). Amendments to this Registration Statement, if necessary or appropriate, have been similarly prepared and submitted to the Commission in accordance with the Act. The Registration Statement, as amended, was issued pursuant to Act.

Except when the context requires otherwise,"Registration Statement", as used herein, means such Registration Statement, as amended at the effective date of this Registration Statement, for the purposes of Section 11 of the Act, as that section applies to Subscribers (the "effective time”), including (i) any documents filed as part thereof or incorporated or deemed incorporated herein by reference, and (ii) any information contained in any document submitted to the Commission pursuant to Rule 424(b) pursuant to the Act, to the extent such Information under Rule 430B of the Act to be considered part of the registration statement in the Scope.

Except when the context requires otherwise,"user information", as used herein, means the final prospectus supplement to the Base Prospectus together with the Base Prospectus relating to the offering of the Shares filed by Holdings with the Commission under Rule 424(b) of the Act on or before the second Business Day after the date of this document (or any earlier date as may be required by law) in the form made available by Holdings for use by underwriters and intermediaries in connection with the Offering of Measures.

Any reference herein to the registration statement, preliminary prospectus, prospectus or any prospectus for an eligible instrument shall be construed as a reference to and includes the documents, if any, incorporated by reference or deemed to be incorporated by reference ("Ö"Embedded Documents”), including, unless the context otherwise requires, any documents filed as annexes to such Incorporated Documents. Any reference in this document to the terms "to change,,„the change"Ö"Addition” in relation to the Registration Statement, Preliminary Prospectus, Prospectus or any Prospectus for Permitted Indebted Securities refers to and includes the filing of documents under the Exchange Act on or after the original Effective Date of the Registration Statement, or the date of the Preliminary Prospectus , the Prospectus or the aforesaid Prospectus of Permissible Instrument, as the case may be, and are incorporated herein by reference.

As used in this Agreement:

„Apolo sells shareholders“ means NCL Athens LLC; AAA-Guarantor – Co-Invest VII, L.P.; AIF VI Euro Holdings, L.P.; AIF VII Euro Holdings, L.P.; AIF VI NCL (AIV), L.P.; AIF VI NCL (AIV II), L.P.; AIF VI NCL (AIV III), L.P.; AIF VI NCL (AIV IV), L.P.; Apollo Alternative Assets, LP; Apollo Management VI, LP; Apollo Management VII, LP; Apollo Overseas Partners VI, LP; Apollo Overseas Partners (Delaware 892) VI, LP; Apollo Overseas Partners (Delaware) VI, LP; and Apollo Overseas Partners (Germany) VI, L.P.

„Applicable Time', as used in the present tense, means 4:30 p.m. M., New York City time, on August 10, 2017 or such other time as may be agreed between Holdings and the Underwriters.

„basic brochure", as used herein, means the Base Prospectus filed as part of any such registration statement in the form last filed with the Commission on or before the date of this Agreement in respect of the Shares.

„working day' means a day on which the Commission's Washington, D.C. It is open to the public.

„Free writing lines covered", as used herein means (i) any "freelance prospectus" (as defined in Rule 433(h)(1) of the Act) of any "issuer", if any, in connection with the Shares, other than an Indenture Prospectus Permitted Free Drafting and (ii) any Permitted Free Prospectus Drafting.

„disclosure package', as used herein, means collectively the pricing information set forth inAnhangattached to this document under the heading "Price Information Provided Orally by Subscribers", the Base Prospectus, any Provisional Prospectus as amended and supplemented immediately prior to the Relevant Times, the Comprehensive Documents and any acceptable free draft prospectus, if any, considered together.

„Hongkong„significa Genting Hong Kong Limited.

„Permitted perspectives of free writing', as used herein, means the documents listed belowAnhangattached to this document under the heading "Permitted Free Action Views". The applicants have not and will not, without the consent of the Holdings, offer or sell any Shares by way of a “free written prospectus” (as defined in Rule 405 of the Act) which the applicants are required to file with the Commission under Rule 433 of the Act, which is not a permitted Prospectus for free writing is.

„Preliminary Prospectus“, as used herein, means any preliminary prospectus (including any preliminary prospectus supplement) relating to the offering of Shares pursuant to this Agreement used in conjunction with the Base Prospectus prior to the filing of the Prospectus.

„Stern-NCLC„significa Star NCLC Holdings Ltd.

„TPG sells shareholders“ means TPG Viking, L.P.; TPG Viking AIV I, L.P.; TPG Viking AIV II, L.P. and TPG Viking AIV-III, L.P.

In any event, the terms "here", "below", "here", "below" and similar terms as used in this Agreement shall refer to this Agreement in its entirety and not to any section, paragraph, sentence or otherwise in particular. Subsection of this Agreement. The term “or” used in this document is not exclusive.

Holdings, each of the Selling Shareholders and the Underwriters agree as follows:

1.sell and buy. Based on the representations and warranties and subject to the terms set forth herein, each of the selling Shareholders agrees to sell individually and not collectively to the respective subscribers and each of the subscribers separately and not collectively to purchase the number of Shares specified next to their namethe plan asubject to a purchase price of $54.57 per share. They inform the selling Shareholders that the Underwriters intend to (i) make a public offering of the Shares from the Effective Date of the Registration Statement and (ii) initially offer the Shares on the terms set out in the Prospectus. From time to time, it may increase or decrease the public offering price after the IPO at its own discretion.

2.terms of payment and delivery. Payment of the purchase price for Shares will be made by the various Underwriters to each selling Shareholder by transfer from the Federal Funds to an account nominated by them against delivery of the Shares to you by The Depository Trust Company in the form of a booking entry ("error code“) to the accounts of the respective subscribers. Payment and delivery is at 10:00 am. am New York City time on August 16, 2017 (unless otherwise agreed by you and the selling Shareholder). Hereinafter the time at which such payment and delivery takes place is sometimes referred to as "purchase time.” Shares will be electronically transferred to you at the time of purchase in the names and denominations you specify.

Delivery of the documents described in Section 9 in connection with the purchase of Shares will be made at 9:00 am at the offices of Cahill Gordon & Reindel llp at 80 Pine Street, New York, New York 10005th M., New York City. Time on the closing date of the purchase of the shares.

3.Participation assurances and guarantees. Holdings represents, warrants and agrees with each subscriber and each selling shareholder that:

(a) the registration statement has become effective in accordance with the law; no warrant has been issued by the Commission preventing or suspending the use of any Preliminary Prospectus or Permitted Complimentary Prospectus or the effectiveness of the Registration Statement and no proceeding to that end has been initiated or, to the knowledge of Holdings, is being contemplated by the Commission;

(b) as of the Effective Date, the Registration Statement has complied in all material respects with the requirements of the Act and the Conditions for the use of Form S-3 in connection with the offering and sale of the Shares contemplated herein; the Registration Statement constitutes an “Automatic Shelf Registration Statement” (as defined in Rule 405 of the Act) and has been filed with the Commission no later than three years from today's date; Holdings has not received a Rule 401(g)(2) notification from the Commission objecting to the use of the declaration form for the automatic shelf search; as of the determination date applicable to the Registration Statement (and any amendment thereto) and the offering contemplated herein, Holdings is an “eligible experienced issuer” as defined in Rule 405 of the Act; The Registration Statement satisfies the requirements of Rule 415 of the Act (including but not limited to Rule 415(a)(5) of the Act) and as of the Effective Date did not contain a misrepresentation of any material fact or did not state a relevant fact contained therein must be stated or required so that the statements are not misleading; At the material time, the preliminary prospectus complied in all material respects with the requirements of the Act (including but not limited to Section 10(a) of the Act) and the disclosure package did not contain any misstatement of material facts or failure to disclose any material facts required so that the statements contained herein are not misleading given the circumstances in which they were made; The Prospectus will comply in all material respects with the requirements of the Act (including but not limited to Section 10(a) of the Act) from its date and time of purchase and from the date the Prospectus is filed with the Commission and at the time of purchase, the Prospectus, as amended or supplemented, will not contain any misstatement of any material fact or fail to state any material fact that is necessary in the circumstances to make the statements contained herein which were made, not misleading;offered,AlthoughHoldings makes no representations or warranties in this Section 3(b) with respect to any statement contained in the registration statement, disclosure package or prospectus which is prepared on the basis of and in accordance with information about subscribers and provided in writing by or on behalf of Subscribers to Holdings have been expressly designated by you for use in the registration statement, disclosure package or prospectus; each document included complied in all material respects with the requirements of the Stock Exchange Act as at the date, applicable time and time of purchase and did not misrepresent any material fact or fail to declare any material fact relevant to the statements contained therein given the circumstances , under which they were made, not misleading;

(c) Holdings has not directly or indirectly offered or issued any Shares by means of a "Prospectus" (as defined by the Law) or used a "Prospectus" (as defined by the Law) prior to the execution of this Agreement. in relation to the offer or sale of the Shares, except in each case for the preliminary prospectus and the prospectus of the eligible certificate, if any; Holdings has not, directly or indirectly, prepared, used or referred to an acceptable free writing prospectus except in accordance with Rule 163 or Rules 164 and 433 of the Act; on the assumption that such acceptable free-writing prospectus is mailed or served after the registration statement has been filed with the Commission (and after such acceptable free-writing prospectus has been filed with the Commission, if required under Rule 433(i.e ) of the Act) which requires the filing or delivery by a subscriber of an acceptable free draft prospectus to comply with the requirements of Rule 164 and Rule 433 (without dependence on subsections (b), (c) and (d) of Rule 164 ); the conditions set out in any one or more of subsections (i) to (iv) inclusive Rule 433(b)(1) of the Act are satisfied and the registration statement in respect of the offering of Shares contemplated therein, as originally filed by the Commission, closes a prospectus which, except pursuant to Rule 433 or Rule 431 of the Act, satisfies the requirements of Section 10 of the Act; Neither the Holdings nor the Underwriters are precluded by subsection (f) or (g) of Rule 164 of the Law from using “freely drafted prospectuses” (as defined in Article 405 of the Law) in connection with the offer and sale of Shares Law) pursuant to Articles 164 and 433 of the Law; Holdings is not a "disallowed issuer" (as defined in Rule 405 of the Law) at the date of determination of eligibility for the purposes of Rules 164 and 433 of the Law in connection with the tender of Shares provided for in the Registration Statement without being in in connection with the Commission's determination under Rule 405 of the Act that, in the circumstances, it is not necessary for Holdings to be considered a "prohibited issuer";

(d) as of the date of this Agreement, Holdings has (i) authorized share capital as set forth in the section of the Registration Statement, Disclosure Package and Prospectus entitled “Description of Share Capital” (and similar sections or information, if any) contained in a prospectus of Permitted Deed) and (ii) an outstanding share capital as set out in the Disclosure Package and at the time of purchase the Interests will have (i) an authorized share capital as set out in the section of the Registration Statement, Disclosure Package and Prospectus under the heading "Description of Share Capital" ( and any sections or similar information, if any, contained in an acceptable complimentary editorial prospectus) and (ii) an outstanding share capital as disclosed in the disclosure package (subject in each case to subsequent issuance of common shares upon exercise of stock options or delivery of common shares, which are subject to blocked share units (“RSU”) disclosed as pending in the disclosure package and the granting of options and RSUs under existing or proposed employee stock or stock purchase plans set out in the registration statement (save for attachments), any preliminary prospectus or the prospectus and subsequent issuance of common stock described at the time of exercise or delivery); All issued and outstanding shares, including common shares, of the Holdings have been duly authorized and validly issued and are fully paid up and tax free, have been issued in accordance with all applicable securities laws and have not been issued in violation of any right of first refusal, right of participation, right of first refusal or similar right; the Shares are duly listed, registered and admitted to trading;

(e) Holdings (i) duly incorporated and validly existing as a corporation in good standing (where such concept is legally relevant) under the laws of Bermuda, (ii) have full corporate powers and authority to own or lease as where may be applicable and operates its properties and conducts its business as described in the Registration Statement, Disclosure Package and Prospectus, and (iii) has full corporate powers and authority to execute and deliver this Agreement (except in the case of Clause (ii) if the lack of such power or authority would not, individually or in the aggregate, have (A) had a material adverse effect on the combined business, financial condition or results of operations of the Holdings and Subsidiaries (as defined below), (B) the Completion prevent or materially impair the transactions contemplated herein or (C) result in the delisting of the Common Stock from the NASDAQ Global Market (er "NASDAQ") (the occurrence of such an effect or a prevention or interference or any of the results described in paragraphs (A), (B) and (C) above is referred to herein as "adverse material effect“));

(f) Holdings is duly qualified to conduct business as a foreign corporation and in good standing (where such concept is legally relevant) in any jurisdiction in which it owns or leases its property or conducts its business require qualifications, except if not so qualified and of good standing would not individually or collectively have a material adverse effect;

(g) Holdings has no subsidiaries (as defined by law) other than those listed onAnhang A(together the "subsidiaries“) and all inactive subsidiaries; all outstanding share capital (except, in the case of certain foreign subsidiaries, the qualifying interests of directors) or interests in subsidiaries (except inactive subsidiaries) are owned, directly or indirectly, by Holdings, free and clear of any in rem guarantee, claim, lien or lien (other than (x) liens, liens and restrictions imposed in connection with existing senior secured entities, (y) as described in the Prospectus or (z) pursuant thereto and the State Securities Law or “blue sky” certain jurisdictions); Except for the share capital of its subsidiaries (and any inactive subsidiaries), Holdings does not own, directly or indirectly, any stock or other interest or long-term debt of any corporation, firm, partnership, joint venture, association or other entity; Complete and correct copies of the organizational documents of the Holdings and each subsidiary (except for one inactive subsidiary) and any amendments have been made available to you and no amendments will be made from the date of this document up to and including the time of purchase. ; Each subsidiary (other than inactive subsidiaries) is duly incorporated and in good standing under the laws of its organization's jurisdiction (or the functional equivalent), has corporate or similar powers and powers to own, lease and operate its own and continue in business as and to the extent described in the Registration Statement, Disclosure Package and Prospectus except to the extent that failure to be properly organised, valid, in good standing or having such authority or authority fails to do so individually excludes or together have a material adverse effect; Each subsidiary is duly qualified to conduct business as a foreign corporation and in good standing (or the functional equivalent) in any jurisdiction where owning or leasing its property or conducting its business requires such qualification, unless because, the lack of qualifications and in order, individually or collectively, would not have any relevant adverse effect; All outstanding shares or common stock, as applicable, of the Holdings and each subsidiary (other than a dormant subsidiary) have been duly authorized and validly issued, where applicable, fully paid up and not subject to tax and have not been issued in violation of any right of first refusal, right of resale, right of refusal or similar rights and are owned by Holdings, subject to any security interest, other lien or adverse interest unrelated to existing senior credit line guarantees or as set out in the Registration Statement, Disclosure Package and Prospectus; and no options, warrants or other purchase or subscription rights, agreements or other issuance obligations or other rights to convert any obligation into shares or shares of any Subsidiaries (other than inactive Subsidiaries) are pending; The term "inactive subsidiary“ means any Holdings subsidiary that owns assets and has annual revenues of US$5 million or less or is inactive or inactive;

(h) the Shares to be sold by the Selling Shareholders hereunder have been duly and validly authorized and issued and upon delivery against payment as provided herein are fully paid up, non-taxable and free from statutory rights and contractual preferential, jouissance, pre-emption and similar rights ; the Shares to be sold by the selling Shareholders are and will be, upon delivery against payment as provided herein, free from any voting or transfer restrictions under the laws of Bermuda or the Memorandum or Articles of Holdings or any agreement or other instrument, in which Holdings has an interest, save as otherwise provided in the registration statement, disclosure package and prospectus;

(i) the share capital of the Participations, including the Shares to be sold by the selling Shareholders hereunder, corresponds in all material respects to any description, if any, contained in the Registration Statement, Disclosure Package and Prospectus;

(j) this Agreement has been duly approved, executed and served by Holdings;

(k) neither the Affiliates nor any of its Subsidiaries injures, injures or injures (nor has an event occurred which, upon prior notice, lapse of time, or both, will result in injury or injury, constitute an injury or entitle the Holder to any liability (or to any a person acting on behalf of such holder) the right to require the repurchase, discharge or repayment of all or any part of that debt pursuant to) (A) its instrument of incorporation or articles of incorporation (or other equivalent organizational document) ) or (B ) any deed, mortgage, deed of trust, lease, contract, promissory note, loan agreement or other agreement, obligation, condition, arrangement or instrument by which it is party or bound or by which its property is bound , or (C) federal, state, local or foreign laws, rules or regulations, or (D) rules or regulations of any self-regulatory organization or other non-governmental regulatory body (including but not limited to NASDAQ rules and regulations). ). or events that are not reasonably expected to have a material adverse effect;

(l) the execution, delivery and performance of this Agreement, the sale of the Shares to be sold by the selling Shareholders under the terms of this Instrument and the consummation of the transactions contemplated by this Agreement shall not result in, nor constitute any default in, any breach or breach of constitute (or constitute an event which, upon notice, lapse of time, or both, will result in a breach or breach of, constitutes a default in, or gives the holder of any debt (or any person acting on behalf of such holder) the right to repurchase, redeem or to require repayment of all or any part of such debt (or to create or impose any lien, charge or lien on any property or assets of Holdings or any of its subsidiaries pursuant to ) (A) Holdings' charter or articles of incorporation or other equivalent organizational document or any of its Subsidiaries, or (B) any deed, mortgage, trust deed, debenture agreement, loan, lease, contract or other arrangement or instrument by which Holding or any of its Subsidiaries is a party or obligated or to which its assets are subject, or (C) federal, state, local or foreign law, rule or regulation, or (D) any rule or regulation of any self-determination. Regulatory organization or other non-governmental regulatory authority (including without limitation NASDAQ rules and regulations) having jurisdiction over the Holdings, its subsidiaries or its properties, or (E) any ordinance, judgment or order applicable to the Holdings or any of the Subsidiaries or any of their respective properties, except in the cases of clauses (B), (C), (D) and (E), such breach, breach, default, event, lien, charge or charge that it does not reasonably expect becomes that individually or collectively they would have a material adverse effect;

(m) any approval, authorization, consent or order or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, regulator or agency, or by or with any self-regulatory organization or other non-governmental body Any regulatory authority (including but not limited to NASDAQ or the Bermuda Monetary Authority) in relation to the Holdings or Subsidiaries, or the consent of the Holdings' shareholders is required in connection with the sale of Shares made by the selling Shareholders pursuant to this or hereto sell is the consummation of the transactions contemplated herein other than (i) the registration of the Shares under the Act having been effected, (ii) any qualification required under the securities laws or blue sky laws of the various jurisdictions in which the Shares being offered to Subscribers are being sold, (iii) in accordance with the rules of conduct of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (iv) routine submission of information required by applicable law, or (v) obtained or provided prior to purchase;

(n) Except as described in the Registration Statement, any preliminary prospectus and the Prospectus, (i) no person shall have any right, by contract or otherwise, to cause Holdings to issue common stock, any other interest in the Equity Holdings or any other interest in the Holdings , (ii) no person has any right of first refusal, right of resale, right of first refusal or any other right to purchase or subscribe for any common stock, any other interest in the Holdings or any other interest in the Holdings, (iii) no person has any right to act in connection with the Offering and to act as underwriter or financial adviser for the interests upon sale of the interests, and (iv) no person shall have the right, by contract or otherwise, to cause such interests to sell under the terms of the common stock, any other interest in the capital of the Holdings or any other interest in the prohibit capital of holdings or include such shares or interests in the registration document or the offering contemplated therein;

(o) each of the holding companies and subsidiaries holds all licenses, certificates, permits and other approvals issued by federal, state or non-US regulatory authorities. The authorizations and other authorizations are not expected to have any material adverse effect, and neither Holdings nor any of its affiliates has received notice of any procedures regarding the revocation or modification of any such certificate, authorization or permission, alone or in combination would reasonably be expected to be the subject of an adverse decision, resolution or determination of material adverse effects, except as set forth or contemplated in the Registration Statement (other than Exhibits), Disclosure Package or Prospectus. ;

(p) no lawsuit, proceeding, claim, investigation or proceeding is pending or threatened to the knowledge of Holdings to which Holdings or any of its subsidiaries or any of their respective properties is or may be subject by law, in equity, before or on behalf of any federal, state , local or foreign governmental or regulatory commission, board, corporation, public authority, or agency, or before or for any self-regulatory organization or other non-governmental regulatory body (including, but not limited to, the NASDAQ ), excluding any suit, suit, demand, investigations or proceedings which, individually or collectively, could not reasonably be expected to have a material adverse effect if decided adversely for Holdings or any subsidiary;

(q) PricewaterhouseCoopers LLP, which audited certain of the Holdings' and its consolidated subsidiaries' financial statements and its reports in relation to the Holdings' audited consolidated financial statements as of and for the 31st December 2008, the register extract, the disclosure package and the prospectus are independent auditors in relation to the entries as defined by law and Rule 101 of the American Institute of Certified Public Accountants Code of Conduct and its interpretations and decisions;

(r) the historical consolidated financial statements contained in or incorporated by reference in the registration statement, disclosure package and prospectus, together with related notes and annexes and interactive data in Extensible Business Reporting Language, which are included as an annex to the registration statement and are true to the original All material information relates to the consolidated financial position of the holdings and subsidiaries as of the dates indicated, and to the consolidated results of operations, cash flows and changes in equity of the holdings and subsidiaries for the periods indicated and has been prepared in accordance with the requirements of the Act and the Stock Exchange Act and in accordance with generally accepted accounting principles in the United States (“PCGA’) continuously applied during the relevant periods; All disclosures contained in or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus relating to “non-GAAP financial measures” (as that term is defined in the Commission's Rules and Regulations) comply with Regulation G des Stock Exchange Act and Section 10 of the S-K Regulations of the Act, as applicable; and the financial information duly presented in all material respects under the heading “Summary of the Prospectus Supplement – ​​Summary of Consolidated Financial Information” in the disclosure package and prospectus, based on the disclosure packages and the prospectus, the information contained therein is and has been consistent with prepared and compiled in the audited financial statements attached or incorporated by reference (where applicable and unless otherwise stated);

(s) except as set forth in the Registration Statement (except for any Schedules), any preliminary prospectus and the Prospectus, any stock option granted under a Holdings or Subsidiary stock option plan (each a “stock plan) was granted an exercise price per share not less than the market value per common share on the date of such grant, which is determined in Holdings' stock option plans as the closing price of Holding's shares at the grant date, and none of these grants involved a "withdrawal", "advance" or the like in relation to the effective date of such assignment; unless they individually or collectively have no material adverse effects,everyThis option (i) was granted in accordance with applicable law and the applicable share plans, (ii) was duly authorized by the board of directors (or a duly authorized committee thereof or an officer of Holdings duly authorized by the board of directors or committee, to make such concessions) by Holdings or such subsidiary, as applicable, and (iii) have been properly accounted for in Holdings' financial statements under GAAP and disclosed in Holdings' filings with the Commission;

(t) as of the respective dates from which the information in the Registration Statement, Disclosure Package and Prospectus is provided, each except for any changes or additions to the foregoing made after the execution of this Agreement, was not (i ) any material adverse change or any development involving a potential material adverse change in the business, ownership, management, financial condition or results of operations of the Holdings and Subsidiaries as a whole, (ii) any material transaction to the Holdings and Subsidiaries as a whole Whole, (iii) any obligation or liability, direct or contingent (including off-balance sheet obligations) incurred by the Holdings or any Subsidiary and which is material to the Holdings and the Subsidiaries as a whole, (iv) any material change in the share capital or the outstanding liabilities of Holdings or any subsidiary; or (v) any dividend or distribution of any kind declared, paid or made on the share capital of Holdings or any subsidiary;

(u) Holdings has received the agreement in favor of the insurers as set out in theAnhang Ato date (a"blocking agreement’), from any company listed in theAnhang A-1to the present;

(v)(i) neither holding company nor subsidiary are and will not be, after the offering and sale of the Shares, an “investment company” or an entity “controlled” by an “investment company”. ", as such terms are defined in the Investment Companies Act, 1940, as amended (the "Investment company law"); and (ii) based on the current and currently anticipated mode of operation of Holdings and its subsidiaries, Holdings shall not be passive foreign investment entities (as that term is defined in the Internal Revenue Code of 1986, as amended (the “Federal Tax Code”)) for the 2017 financial year and for the foreseeable future;

(w)(i) The Holdings and each of the Subsidiaries shall have good and transferable title to all property and assets owned by them, free from all liens, liens and defects, save for those liens, liens and defects which do not materially affect the value of such property and will not materially affect the use made and intended to be made of such property by Holdings and each of its affiliates; and (ii) Holdings and each of the Subsidiaries own or lease all real estate necessary for the conduct of their respective activities as they are currently conducted; except in the case of each of clauses (i) and (ii) where it cannot reasonably be expected to have a material adverse effect;

(x) Holdings and each of its subsidiaries own, own, license or have other rights to use all patents, trademarks and service marks, trade names, copyrights, domain names (including in each case all registrations and applications for registration), inventions, trade secrets, technology, Know-how and other intellectual property (collectively, the "Intellectual property’) required to conduct their respective businesses as currently conducted or as proposed in the Registration Statement, Disclosure Package and Prospectus, unless the lack of ownership, possession, license or otherwise lack of such rights may reasonably constitute an adverse expect material impact. Except as set forth in the Registration Statement, Disclosure Package and Prospectus and unless reasonably expected to have a material adverse effect, (i) Holdings and its subsidiaries own all intellectual property ownership or have rights of use under license in all respects free from any adverse claim, lien or other lien; (ii) to the best of Holdings' knowledge, there is no infringement of such intellectual property by any third party; (iii) no action, suit, proceeding, proceeding or claim is pending or threatened by Holdings to its knowledge by any third party challenging Holdings' or its affiliates' rights in or to such intellectual property; (iv) no action, proceeding, proceeding or claim is pending or threatened by Holdings of any third party that challenges the validity, scope or enforceability of such intellectual property; and (v) no action, suit, proceeding or claim is pending or threatened by any third party to the knowledge of Holdings that Holdings or any Affiliate is infringing or otherwise infringing on any patent, trademark, copyright, trade secret or other proprietary right. from third;

(y) except for those matters which, individually or collectively, would not have a material adverse effect, (i) there are no labor issues or disputes with employees of Holdings or any of its subsidiaries, or at best "knowingly threatened," and (ii) (A) The Minimum Funding Standard under Section 302 of the Employee Retirement Income Security Act 1974, as amended, and the regulations and interpretations published thereunder ("Erisa”), has been complied with by any “retirement plan” (as defined in Section 3(2) of ERISA) established or maintained by Holdings and/or one or more of its subsidiaries that is subject to Section 302 of ERISA ; (B) each holding company and each subsidiary has complied with its obligations, if any, under Section 515 of ERISA; (C) each retirement plan and wellness plan established or maintained by Holdings and/or one or more of its subsidiaries complies in all material respects with the applicable provisions of ERISA; and (D) none of the Holdings or any of its affiliates has incurred any material liability under Section ERISA 4201, liability under Section 4201, or created, except as specified or contemplated in the Registration Statement, Disclosure Package and Prospectus 4062, 4063 or 4064 of ERISA or any other material liability under Title IV of ERISA;

(z) Holdings and its subsidiaries (i) comply with all applicable federal, state and local laws and regulations outside the United States to protect human health and safety (to the extent toxic substances or waste, pollutants or contaminants are concerned) that Environment or toxic or dangerous substances or waste, polluting or polluting substances (“environmental laws"); (ii) have obtained and complied with any permits, licenses or other authorizations required under applicable environmental laws to conduct their respective businesses; (iii) have not been advised of any actual or potential liability under any environmental law; and (iv) not been designated as a "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended, except where such failure to comply with environmental laws, failure to obtain or comply with any required permits, licenses or other permits, liability or status as a potentially liable party, individually or collectively, they are not reasonably expected to have a material adverse effect, and except as specified or provided for in the Registration Statement (excluding any Annexes), the Disclosure Package and the Prospectus;

(aa) The Holdings and each of the Subsidiaries have filed all U.S. and non-U.S. federal, state and local tax returns that are required to be filed (subject to applicable extensions), except for those that are not reasonably expected to be filed could have a material adverse effect, individually or collectively, and you have paid all taxes payable by you (including in your capacity as withholding agent) and any other assessments, fines or penalties imposed on you, if any of the foregoing are due and are payable, except for any tax charges, penalties or penalties that are challenged in good faith through appropriate procedures and for which adequate reserves have been provided under GAAP or which, individually or collectively, would not reasonably be expected to have a material adverse effect;

(bb) The Holdings and each of the Subsidiaries shall have insurance covering their respective property, operations, personnel and business, as the Holdings reasonably deem appropriate, including protection and indemnity insurance and business interruption insurance; this insurance is valuable and covers against such reasonably foreseeable loss and risk to the extent consistent with industry practice to protect the Holdings and its subsidiaries and their respective businesses; and neither Holdings nor any of its affiliates (i) have received notice from any insurer or agent of such insurer that capital increases or other expenditures are necessary or necessary to continue this insurance, or (ii) have any reason to believe that you will not renew your existing coverage when that coverage expires or obtain similar coverage from similar insurers to the extent reasonably necessary to continue your business, except that in the case of clause (i) or (ii) above may not individually or collectively have a material adverse effect;

(cc) Neither Holdings nor any affiliate has notice of termination or any intention to terminate any contract or arrangement mentioned or described, referred to or described in any preliminary prospectus, the prospectus or any prospectus for eligible tokens or not to renew, sent or received or filed as an attachment to the Registration Statement, and Holdings or any affiliate has not threatened any such termination or non-renewal, nor, to the knowledge of Holdings, any other party to any such contract or agreement, save for termination or non-renewal that does not have a material adverse effect;

(dd) The Holdings and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are carried out in accordance with general or specific approvals of management; (ii) transactions are recorded as necessary to enable the preparation of financial statements in accordance with GAAP and to maintain asset accounting; (iii) access to the assets is only permitted with the general or special approval of the administration; and (iv) recorded asset accounts are compared with existing assets at appropriate intervals and appropriate action is taken in respect of any differences;

(ee) neither Holdings nor any of its subsidiaries is aware of any material weakness in their internal control over financial reporting;

(ff) the Executive Directors (or their equivalent) and Chief Financial Officers (or their equivalent) of the Holdings are all governed by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley’) and any related rules and regulations issued by the Commission and the statements contained in each such certificate are complete and accurate; Holdings, its subsidiaries and the Holdings' directors and officers comply in all material respects with all provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission and NASDAQ made thereunder;

(gg) any "forward-looking statements" (within the meaning of Section 27A of the Act or Section 21E of the Stock Exchange Act) or presentations of statistical or market data contained in or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus have been made without created or adjusted reasonable basis or disclosed other than in good faith;

(hh) neither Holdings nor any of its affiliates nor, to the knowledge of Holdings, any director, officer, employee, agent or other person associated with or acting on behalf of Holdings or any affiliate; (i) Company funds for Contributions used illegal gifts, hospitality or other expenses related to political activities; (ii) made unlawful direct or indirect payments to any domestic or foreign government official or employee for Company funds; (iii) has breached or breaches any provision of the Foreign Corrupt Practices Act 1977; or (iv) provided any type of bribe, discount, inducement, influencing bribe or other illegal payment;

(ii) the businesses of the Holdings and the Subsidiaries are and have always been conducted in accordance with the applicable financial reporting and record keeping requirements of the USA Patriot Act, the rules and regulations contained therein and any related or similar rules, regulations or policies required issued, administered or enforced by any government agency (collectively, the "Money laundering laws"); and to the knowledge of Holdings, no suit, suit or proceeding is pending, threatened by or before any court or governmental agency, agency or body, or any arbitrator or non-governmental body involving Holdings or any of its affiliates with respect to the money laundering laws;

(jj) Neither Holdings nor any of its Subsidiaries, or to the best of Holdings' knowledge, no director, officer, agent, employee or affiliate of Holdings or any of its Subsidiaries is currently subject to any sanctions imposed by the Office of Foreign Assets Control of the United States Department of the Treasury , the United Nations Security Council, the European Union, Her Majesty's Treasury Department or any other relevant sanctioning authority; and the Holdings will not use, directly or indirectly, the proceeds from the offering of the shares contemplated herein, nor will they lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to conduct the activities to fund any person currently subject to US sanctions imposed or enforced by such authorities;

(kk) no Affiliate is presently prohibited, directly or indirectly, from paying dividends to Holdings, making other distributions on the share capital or equity interest of any such Affiliate, repaying to Holdings any loan or advance to such Holdings Affiliate, or owing anything thereof transfer any property or assets of any such Holdings subsidiary or any other Holdings subsidiary except as described in the Registration Statement (excluding Exhibits), Disclosure Package and Prospectus;

(ll)(i) all dividends and other distributions now or hereafter declared and payable on the share capital of Holdings may be paid in United States Dollars in accordance with the applicable laws and regulations of Bermuda, which are freely transferable to Bermuda; (ii) all such dividends and other distributions are not and will not be subject to withholding or other taxes under applicable Bermuda laws and regulations; and (iii) in accordance with applicable laws and regulations, are or will be exempt from any other tax, withholding or deduction in Bermuda and without the need for obtaining any consent, approval, permit or order from Bermuda;

(mm) the sale of Shares to be sold by the selling Shareholders, as provided herein, will not cause holders of Shares in the capital of the Shares to purchase securities convertible or exchangeable or exercisable into shares or options, warrants or other rights become or subscribe for shares or other securities of Holdings for the right to acquire Preferred Stock of Holdings;

(nn) Holdings has received no notification from NASDAQ of the delisting of NASDAQ common stock;

(oo) Except pursuant to this Agreement, neither Holdings nor any of its affiliates shall be liable for any brokerage or agent's fees or agent's commissions in connection with the performance and delivery of this Agreement or the completion of any transaction contemplated herein or the Registration Statement;

(pp) Neither the Holdings, nor any of the Subsidiaries, nor any of their respective directors, officers, affiliates or controlling persons has taken, directly or indirectly, any action intended to or which has constituted or could reasonably be expected to cause result in stabilization or manipulation of the price of securities of the Holdings to facilitate the sale or resale of the Shares;

(qq) To the best of Holdings' knowledge, there are no affiliations or connections between (i) any member of FINRA and (ii) Holdings or any of its officers, directors or holders of securities of 5% or more or any beneficiary thereof Unregistered Equity Securities by Holdings acquired at any time from the 180th day immediately prior to the date on which Holdings issued the Registration Statement (No ), the Preliminary Prospectus and the Prospectus;

(rr) It is not required under the laws of any jurisdiction in which Holdings is organized or doing business that a holder of Shares be licensed, qualified or otherwise authorized to conduct business in that jurisdiction by reason of performance, delivery, performance or performance enter into this Agreement;

(ss) Holdings has the authority to apply and has taken all necessary corporate actions to submit to the jurisdiction of any federal or state court located in the Borough of Manhattan in the City of New York (a “New York court“);

(tt) subject to the limitations and assumptions set forth in the opinion of Holdings' local legal counsel, a Shareholder and each subscriber shall be entitled to sue as plaintiffs in the courts of incorporation and registered office of Holdings to assert their respective rights under this Agreement enforce, and such access to such courts will not be subject to any conditions not applicable to residents of such jurisdiction or to a company incorporated in such jurisdiction, save for the requirement to post a bond or guarantee in respect of court costs and attorneys' fees;

(uu) Subject to the limitations and assumptions set forth in the opinion of Holdings' local counsel, the courts of Holdings' incorporation and domicile jurisdiction will recognize and enforce any judgment rendered against Holdings in a New York court in any proceeding arising of or in connection with this Agreement, in each case without re-examination of the merits; It is

(vv) Extensible Business Reporting Language interactive data attached to or incorporated by reference into the Registration Statement adequately represents the requested information in all material respects and has been prepared in accordance with applicable Commission standards and guidelines.

In addition, any certificate signed by a director of the Holdings or any of the Subsidiaries and given to a subscriber or nominee for the subscribers in connection with the tender of Shares shall constitute a representation and guarantee by each of the Holdings and Subsidiaries. , as the case may be, to any insurer in matters covered by it.

4.Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, individually and not jointly with the other Selling Shareholders, represents and warrants to the Holdings and Subscribers that:

(a) to the extent that any statement or omission in the registration statement, disclosure package, prospectus or any amendment or supplement is made on the basis of and in accordance with information which the selling Shareholder has expressly made available to the Holdings for use therein (such information, the "Sale of Shareholder Information’), the aforesaid Registration Period up to the Effective Date did not contain any false information on material facts or omitted to state any material facts which were intended to be declared therein or were required to make the information contained therein, given the circumstances in what that they were done not fraudulently; the disclosure package during the Applicable Period did not misrepresent material facts or failed to state material facts which were intended to be disclosed therein or were required to make the statements contained therein, not misleading given the circumstances in which they were made; From the date of filing of the Prospectus with the Commission and at the time of purchase, the Prospectus, as amended or supplemented, will not contain any misstatement of material facts or omit the statement of material facts which should or are required to be stated therein, or any statements contained therein under considering the circumstances in which they were made, without being misleading, provided that a Selling Shareholder's only representations are those expressly made for use in the preparation of Item 7 of Form S-3 with respect to that Selling Shareholder ;

(b) prior to the execution of this Agreement, such Selling Shareholder has not offered or sold any Shares by means of a "Prospectus" (as that term is used in the Act) or used a "Prospectus" (as that term is used in the Act). in connection with the offering or sale of the Shares, each other than the disclosure package;

(c) there is no conflict with the execution, delivery and performance of this Agreement by such selling Shareholder, nor with the sale by such selling Shareholder of any Shares to be sold by such selling Shareholder pursuant to this Agreement, nor with the completion of any transactions contemplated herein to com, results in a breach or breach of or breach of (i) the articles of incorporation, articles of incorporation or bylaws or other instrument of organization of such selling shareholder, (ii) any deed of sale, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness or license , lease, contract or other arrangement or instrument to which the Selling Shareholder is party or bound or by which its property may be subject, (iii) any statute, federal or state statute, local or foreign regulation or rule, (iv) or any rule or rules of any self-regulatory organization or other non-governmental regulatory body (including but not limited to NASDAQ rules and regulations), or (v) any regulation, judgment or order applicable to such selling shareholder or any of its assets, except in the case of the foregoing clauses (ii), (iii), (iv) and (v) that will not materially affect such selling shareholder's ability to perform its obligations under this instrument and consummate the transactions contemplated herein;

(d) any approval, authorization, consent or order or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, regulator or agency, or by or with any self-regulatory organization or other non-governmental body Regulatory authority (including but not limited to NASDAQ or the Bermuda Monetary Authority), in relation to such selling shareholder, in connection with the sale of Shares to be sold by such selling shareholder pursuant to this Agreement or the execution by such selling shareholder Shareholder transactions contemplated herein other than (i) the registration of the Shares under the Act which has been carried out, (ii) any qualification required under the securities laws or the blue skies of the various jurisdictions in which the Shares offered by subscribers, (iii) in accordance with the FINRA Code of Conduct, (iv) notices required by applicable law or the rules of any applicable stock exchange, including the rules governing the listing of securities on the Hong Kong Stock Exchange Kong Limited (The "list rules) and the insider trading provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Regulations (Chapter 571, Laws of Hong Kong) or (v) as obtained or prepared prior to the purchase;

(e) such selling shareholder has not taken, directly or indirectly, any action intended to or constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Holdings in order to effect the sale or resale of the actions;

(f) such selling shareholder has and will, at the time of purchase, have a valid title or "right to value" as defined in Section 8-501 of the New York Uniform Commercial Code (the "UCC) in relation to the shares to be sold by such selling shareholder, and at the time of purchase such shares shall be clear and clear of all title, lien, suit or other lien and the right and power of attorney, and all authorizations and approvals required by law to entering into this Agreement and for the sale, transfer and delivery of the Shares to be sold by such selling Shareholder or a valid security interest over such Shares;

(g) upon payment of the purchase price of the Shares to be sold by such Selling Shareholder pursuant to this Agreement, the delivery of such Shares to Cede & Co. as instructed by the Subscribers ("Give Way) or other nominee nominated by the DTC, registering such Shares in the name of Cede or such other nominee and crediting such Shares on the books of the DTC for securities accounts (within the meaning of Section 8-501(a) of the UCC) of each applicant (under the Assuming that neither the DTC nor such applicant has served an adverse claim (within the meaning of Section 8-105 of the UCC) in respect of such Shares), (A) pursuant to Section 8-501 of the UCC, such applicant acquire a valid security interest in such Shares and (B) no action (whether under conversion, substitution, de facto trust, equitable encumbrance or any other theory) as a result of an adverse claim (within the meaning of Section 8-102 of the UCC) for such Shares may be taken against such subscriber in respect of such security rights are asserted; For the purposes of this Statement, the Selling Shareholder may assume that when such payment, delivery and accreditation occurs, (I) such Shares have been registered in the name of Cede or another agent designated by DTC, each on behalf of the Shareholders' registration pursuant to its articles of incorporation, articles of incorporation and applicable law, (II) DTC registers as a “clearing company” within the meaning of Section 8-102 of the UCC, (III) relevant entries in the accounts of each subscriber in DTC’s records must be in accordance with the UCC, (IV) if the DTC or other securities intermediary acting as a "clearing house" in respect of the Shares holds "financial assets" (as defined in Section 8-102(a)(9) UCC) in a clearing house pursuant to Section 8-111 UCC, the rules of any such clearing firm may affect the rights of DTC or such securities brokers and any of the applicant's ownership interests, (v) the claims of creditors of DTC or other securities brokers or clearing firms may be in the manner set forth in Section 8-511 (b) and 8-511(c) of the UCC shall take precedence, and (vi) if at any time DTC or any other securities broker does not hold sufficient Shares to satisfy the claims of all Holders thereunder, then all Holders shall share pro rata the Shares held by DTC or such securities broker;

(h) such Selling Shareholder has and upon delivery of the Shares to be sold by such Selling Shareholder pursuant to this Agreement shall have full legal right, authority and ability to (i) enter into this Agreement and (ii) sell , assign, transfer and deliver the shares to be sold by such selling shareholder under the terms of this Agreement in the manner set forth in this Agreement;

(i) this Agreement has been duly executed and delivered by such selling Shareholder and is a legal, valid and binding agreement of such selling Shareholder;

(j) At the time of purchase, all share transfer taxes or other similar taxes (other than income taxes), if any, payable in connection with the sale and transfer of the Shares to be sold by such selling Shareholder to the underwriters below have been paid in full or by provided to such selling shareholder and all laws imposing such taxes must be fully complied with; It is

(k) such selling shareholder represents and warrants that it is not (1) an employee benefit plan under Title I of ERISA, (2) a plan or account under Section 4975 of the Internal Revenue Code, or (3) a corporation as “plan assets” of such plan or account pursuant to Section 3(42) of ERISA, 29 C.F.R. 2510.3-101 or others.

In addition, any Certificate signed by a Selling Shareholder (or an officer of such Selling Shareholder or any of the Selling Shareholder's affiliates) and delivered to the Underwriters or the Subscribers' Solicitors in connection with the tendering of the Shares shall be deemed a representation and Guarantee of the Named Selling Shareholder to each Subscriber in respect of the matters covered by it.

5.Certain Participation Agreements. Holdings agrees:

(a) provide such information as is reasonably required and cooperate in the qualification of the Shares for offer and sale under the securities laws or blue sky laws of any State or other jurisdiction as You may determine and so long maintain such qualifications in effect as you request distribution of shares;offered,Althoughthat the Holdings are not required to qualify as a foreign corporation or consent to the service of service of a claim under the laws of that jurisdiction (other than the service of a claim related to the offering and sale of Shares); and to promptly notify you of Holdings' receipt of any notice regarding the suspension of the Shares' eligibility for offer or sale in any jurisdiction, or the commencement or threat of any proceeding to that end;

(b) make available to the subscribers in New York City as soon as practicable after the effective date of this Agreement and periodically thereafter to the subscribers as many copies of the prospectus (or the amended or supplemented prospectus if the Holdings have made any amendments or supplements after the effective date of registration statement) as reasonably required of subscribers for purposes provided by law; in the event that a subscriber is required (whether physically or under Rule 172 of the Act or a similar rule) in connection with the sale of Shares to issue a prospectus in accordance with Section 10(a)(3) of the Act Holdings on its own Prepare the amendment(s) to the registration document and prospectus necessary to enable compliance with the requirements of Section 10(a) at no cost and promptly upon reasonable request. (3) of the law;

(c) if, at the time of execution and delivery of this Agreement, it is necessary or reasonable that any subsequent amendment to the Registration Document be filed with the Commission and become effective before the Shares can be sold, Holdings will exercise its reasonableness and Remedies will endeavor to to file and make effective any such amendment after the Effective Date and will pay any applicable fees as required by law as soon as reasonably practicable; and Holdings will promptly notify you and, if you so request, confirm in writing such advice (i) when such subsequent amendment becomes effective and (ii) when the prospectus is filed with the Commission pursuant to Rule 424(b). ) by law (which Holdings agrees to file in a timely manner pursuant to these Rules);

(d) if at any time during the period in which a prospectus is required by law (either physically or pursuant to Rule 172 of the Law or a similar rule) in relation to a sale of Shares, the Registration Statement exceeds the requirements of the Law as to entitlement to no longer comply with the use of the form in which the declaration of registration was submitted to the Commission, or the declaration of registration is not a "standard automatic registration declaration". "(as defined in Rule 405 of the Act) or Holdings have received a notice under Rule 401(g)(2) from the Commission objecting to the use of the form on which they submitted the Registration Statement to the Commission, (i (ii) promptly file with the Commission a new registration statement under the Act in respect of the Shares, or any subsequent amendment to the registration statement, that the new registration statement or subsequent amendment shall comply with the requirements of the Act and in a form suitable for you in satisfactory form, (iii) make every effort to ensure that any such new registration statement or subsequent amendment becomes effective as soon as practicable in accordance with the law, (iv) promptly notify you of such effectiveness, and (v) any other necessary or to take reasonable steps to enable the public offering and sale of the Shares to proceed as contemplated in the Prospectus; All references herein to the Registration Statement must be construed as including any new Registration Statement or subsequent amendment, if any;

(e) to promptly notify you, with written confirmation of such notice, of any request by the Commission for any amendment or amendment to, or for notice of, the Registration Statement, Disclosure Package and Prospectus, commencement of any proceeding, or entry of any suspension order suspending the effectiveness of the Registration Statement and, if the Commission is required to issue a suspension order suspending the effectiveness of the registration statement, make every effort to obtain the waiver or cancellation of that order as soon as possible; Promptly notify you of any proposal to amend or amend the Registration Statement, any preliminary prospectus or the prospectus and provide copies of such documents to you and the applicant's legal counsel for your review and comment within a reasonable time prior to any proposed filing and amendments or amendments that you object to in writing as soon as possible;

(f) subject to Section 5(e) hereof, promptly file any reports and documents and any power of attorney or declaration, whether provisional or final, that Holdings are required to file with the Commission to comply with the Exchange Act during the period of validity of the Prospectus as required by law (either physical or pursuant to Rule 172 of the Law or a similar rule) in connection with a sale of Shares; and to promptly notify you of any submission;

(g) pay the registration fee due in connection with the offering of the Shares within the time required by Rule 456(b)(1)(i) of the Act (without reliance on the provision of Rule 456(b)) (1 )(i) under the Act) and under Rule 456(b) and Rule 457(r) under the Act;

(h) to notify subscribers promptly of the occurrence of any event within the period in which the Act requires the delivery of a prospectus (either physically or by means of Regulation 172 of the Act or a similar requirement) in connection with a sale of Shares, such event may require the making of changes to the prospectus used so that the prospectus does not misrepresent or fail to state a material fact necessary to make the statements contained therein, given the circumstances in which they were made, without misleading , and to promptly notify subscribers if during such period it is necessary to amend or supplement the Prospectus in order for the Prospectus to comply with the requirements of the Act, in any event during the time subject to Section 5(e) of this document to promptly prepare and make available to subscribers, at the Holdings' expense, any such amendment or supplement to this Prospectus as may be necessary to reflect such amendment or to achieve such compliance;

(i) make generally available to its securityholders and deliver to them a statement of income from participations that complies with the provisions of Section 11(a) of the Act and Rule 158,offeredthat (i) such delivery requirements to holders of Holdings Securities shall be deemed to be satisfied by holdings' compliance with the reporting requirements under the Exchange Act if such compliance satisfies the conditions of Rule 158 and (ii) such delivery requirements to subscribers shall be deemed to be satisfied met when the relevant reports are available in the Commission's electronic data collection, analysis and retrieval system ("EDGAR“);

(j) provide you with copies of the Registration Statement as initially filed with the Commission and any amendments (including any attachments);

(k) comply with Rule 433(d) of the Act (without invoking Rule 164(b) of the Act) and Rule 433(g) of the Act;

(l) beginning on such date and ending on the date which is 30 days after the date of the Prospectus (the "blocking period’), without the prior written consent of the subscribers, (i) not directly or indirectly (i) issue, offer, sell, contract or agree to issue or sell, pledge, pledge, option to subscribe or grant or agree to a sale, or establish or increase an equivalent short position or liquidate an equivalent long position within the meaning of Section 16 of the Securities Act and the Commission rules and regulations made pursuant thereto in relation to common stock or convertible exchangeable stock or reduce or exercisable securities or warrants or other rights to purchase or subscribe, (ii) a registration statement under the Act relating to the offering and sale of any common stock or convertible, exchangeable or exercisable securities or securities or other rights to purchase or subscribe Subscription, the foregoing (except that the Company and/or NCL Corporation Ltd., as the case may be, may file (A) a record of the "Universal Shelf" Statement on Form S-3, (B) the Registration Statement change to provide for the issuance of debt securities, and (C) file a new registration statement on Form S-3 in connection with issuance of securities debt), (iii) enter into any exchange or other arrangement involving, in whole or in part, the economic consequences of ownership transfer to another of any common stock or convertible, exchangeable or exercisable security or guarantee or other right to purchase or subscribe for any of the foregoing when such transaction is settled by the delivery of common stock or other security in cash or otherwise, or (iv) publicly announces its intention to carry out any transaction specified in clause (i), (ii) or (iii), except in each case, for (A) the offer and sale and the registration of the offer and sale of Shares as contemplated by this Agreement, (B) the issuance of Common Shares upon the exercise of options or warrants, or the issuance of Common Shares subject to the RSU disclosed in the Registration Statement (without any Schedules thereto), any preliminary prospectus and the prospectus as pending , (C) the issuance of stock options to officers and directors exercisable under stock option plans, or the granting of RSUs under existing or contemplated employee stock or stock ownership plans set out in the registration statement (without any addenda thereto), any preliminary prospectus and the prospectus (D) the issuance of common shares, restricted shares, restricted units of shares, options or warrants under a non-employee director's share plan, dividend reinvestment plan or other employee benefit plan as specified in the registration statement, any preliminary prospectus and the prospectus, ( and ) the filing of a registration statement on Form S-8 under the Securities Act in connection with the arrangements disclosed in the prospectus, the registration of common stock hereunder and the issuance of common stock in connection therewith (including, for the avoidance of doubt, the issuance of common stock, subject to RSUs) (F) if it is publicly announced that the holdings will be included in the S&P 500 Index, the issue, offering and sale and filing of a registration statement (and any amendments and supplements thereto) of common stock in direct connection with such inclusion in the S&P 500 Index,offeredthat such an offering, together with an offering by a company listed in Exhibit A-1 directly related to such inclusion in the S&P 500 Index, may not, in the aggregate, exceed 12% of the total number of common shares outstanding immediately after consummation of the offering of the offering of common stock contemplated by this Agreement, and (G) the issuance of common stock to businessmen that Holdings may acquire in the future either through a merger, acquisition of assets or share capital, or otherwise, in consideration for the acquisition of those businesses or in connection with joint ventures between Holdings or any of its subsidiaries on the one hand and another company or to the officers of such companies in connection with such acquisition or joint venture, subject to a limit of 7.50% of the shares outstanding;offeredthat in the case of this subsection (G), each recipient receiving such common shares will sign (if not already a party thereof) a lock-up agreement substantially in the form of and deliver to the subscribersAnhang AGift for the remaining balance of the Restriction Period (including any extensions as provided);

(m) prior to the purchase, issue any press releases or other communications, directly or indirectly, or hold any press conferences related to the investments or subsidiaries, the financial condition, results of operations, business, property, assets or liabilities of the investments or any subsidiary or the Offering Shares without your prior consent, which will not be unreasonably withheld;

(n) at no time during or after the performance of this Agreement to offer or sell any Shares, directly or indirectly, through any "Prospectus" (for the purposes of the Act) or use any "Prospectus" (for the purposes of the Act ) in connection therewith with the offer or sale of the shares, in each case with the exception of the sales prospectus;

(o) not to take any action or to cause the Subsidiaries to take any action, directly or indirectly, which constitutes or constitutes, constitutes or could reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Holdings to facilitate the sale or resale of the Shares; It is

(p) maintain a transfer agent and, if required by the jurisdiction of incorporation of the interests, a registrar for the common shares.

6.Certain Arrangements with Selling Shareholders. Each Selling Shareholder agrees individually and not collectively that:

(a) at no time during the period in which the delivery of a Prospectus is required by law to offer or sell Shares by means of a "Prospectus" (as defined in the Law) or use a "Prospectus" (as defined in the Law) in connection with the offer or sale of the shares, in each case deviating from the prospectus;

(b) not to take, directly or indirectly, any action which is anticipated or constitutes, or reasonably causes or may cause, stabilization or manipulation of the price of securities of the Holdings to facilitate the sale or resale of the Shares;

(c) pay or cause to be paid all transfers of Shares or similar taxes (other than income tax), if any, incurred in connection with the sale and the transfer and sale of the Shares to said selling Shareholder at the various Subscribers below;

(d) inform you promptly and, if requested by you, confirm in writing such notice if delivery of a prospectus is required by law (whether physical or pursuant to Rule 172 of the Act or a similar rule) in connection with a sale of Shares, any change in the information of the selling Shareholder in the registration statement, disclosure package and prospectus in relation to that selling Shareholder which would cause such selling Shareholder information to misrepresent material facts or to omit to state a fact that is required to be disclosed so that the statements contained herein are not misleading, given the circumstances under which they were made; It is

(e) sign and deliver to Subscribers a Revocation Agreement prior to or concurrent with the execution and delivery of this Agreement.

7.Cost Coverage Agreement. Holdings agrees to bear all costs, expenses, fees and taxes related to (i) the preparation and filing of the registration statement, any preliminary prospectus, the prospectus, any permitted open-ended prospectus and any amendments or supplements thereto, and the printing and the supply of copies payable to the subscribers and intermediaries respectively (including postage and handling charges), (ii) the registration, sale and delivery of the Shares, including (except as provided in Section 6(c)), any acts or transfers and stamp duty or similar charges payable to applicants at the time of sale or delivery of Shares, (iii) production, word processing and/or printing of this Agreement, any distribution agreement, any power of attorney and suretyship agreement and any closing documents (including any compilation thereof) and the reproduction and/or printing and delivery of copies thereof to subscribers and (other than the closing documents) to intermediaries (including shipping and handling charges), (iv) qualifying the Shares for offering and sale pursuant to any governmental or foreign law and determining its eligibility for investment under state or foreign law (including attorneys' fees and filing fees and other expenses of applicants' attorneys) and the printing and delivery of copies of Blue Sky surveys or legal investment requests to applicants and intermediaries, all Offerings of the Shares on any stock exchange or qualification of the Shares for listing on NASDAQ and registration under the Exchange Act, and any request for review by FINRA of any public offering of the Shares, including filing and other attorneys' fees by the underwriters in connection therewith FINRA matters, subject to a $15,000 cap, (v) the fees and expenses of any transfer or registrar of the shares, and (vi) the fulfillment of the other obligations of the Holdings and the Selling Shareholders as a result,offeredthat, except as expressly provided in this Agreement, the applicants shall bear the costs and expenses they incur in connection with the offering of the Shares contemplated by this Agreement, including their attorneys' fees and expenses. The provisions of this Section shall not affect any arrangements that the Holdings and the Selling Shareholders have made or will make to share such costs and expenses.

8.reimbursement of insurance costs. If, after the execution and delivery of this Agreement, the Shares are not delivered for any reason (other than the breach by the subscribers of any of their obligations herein or the occurrence of any of the events set out in Section 10(A), 10(C), 10(D) or 10( E)) Holdings shall reimburse Subscribers for all of their ongoing eligible expenses, including the cost of fees and reasonable expenses of their Board of Directors, in addition to paying the amounts described in Section 7 hereof.

9.Insurers' terms of obligation. The obligations of the various Underwriters are subject to the accuracy of the representations and warranties made by Holdings and each Selling Shareholder as of the date of this document and at the time of purchase, the performance by Holdings and each Selling Shareholder of each of their respective obligations under this Instrument (except as a de minimis in force) and the following additional conditions precedent:

(a) Holdings will provide to you at the time of purchase (i) a report and negative assurance letter from O'Melveny & Myers LLP, advisors to Holdings, in substantially the manner described inTests B-1attached, (ii) a statement by Daniel S. Farkas, Senior Vice President, General Counsel and Assistant Secretary for Equity, as set out inAnhang B-2to the present; and (iii) an Opinion by Taylors, Bermuda Counsel for Holdings, substantially as set forth inAnhang B-3to the present; each addressed to the subscriber and dated at the time of purchase, with copies signed for each subscriber.

(b) TPG Selling Shareholders will provide you with an opinion of (i) Kirkland & Ellis LLP, Advising TPG Selling Shareholders, substantially in the manner set forth in , at the time of purchaseAppendix C-1hereof and (ii) Maples and Calder, Cayman Islands, legal counsel for certain TPG Selling Shareholders, substantially as set forth inAppendix C-2to the present; in each case addressed to the subscribers and dated at the time of purchase with copies signed for each subscriber.

(c) The Apollo Selling Shareholders will provide you with an opinion from (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, advisors to the Apollo Selling Shareholders, at the time of your purchase, substantially in the manner set forth inExams D-1to the present; (ii) Walkers, legal counsel in the Cayman Islands for certain Apollo Selling Shareholders, substantially as set forth inAppendix D-2to the present; and (iii) Carey Olsen, Guernsey Counsel for a certain shareholder selling Apollo, essentially in the form ofAppendix D-3to the present; each addressed to the subscriber and dated at the time of purchase, with copies signed for each subscriber.

(d) Star NCLC will provide you with an opinion from (i) Cleary Gottlieb Steen & Hamilton LLP, Star NCLC's counsel, at the time of purchase, in substantially the manner described inAnhang E-1hereof and (ii) Conyers Dill & Pearman Limited, Bermuda Special Counsel to Star NCLC, substantially as set forth inHeads E-2to the present; in each case addressed to the subscribers and dated at the time of purchase with copies signed for each subscriber.

(e) You must have received communications from PricewaterhouseCoopers LLP dated the date of this Agreement or the time of purchase, as the case may be, addressed to the Subscribers in a manner reasonably satisfactory to the Subscribers. These letters must cover, without limitation, the various disclosures of matters contained or incorporated by reference in the registration statement, disclosure package and prospectus.

(f) [Reserved.]

(g) Must have obtained, at the time of purchase, the approval of Cahill Gordon & Reindel llp, legal counsel to subscribers, dated at the time of purchase, in a form and content satisfactory to subscribers.

(h) Must have obtained, at the time of purchase, a favorable opinion from Appleby (Bermuda) Limited, Bermuda's solicitor to the subscribers, dated at the time of purchase, in a form and substance reasonably satisfactory to the subscribers.

(i) The Registration Statement must be filed and effective in accordance with the law. The prospectus must have been filed with the Commission in accordance with the rules and regulations of the law.

(j) No residence order relating to the validity of the registration statement under the Act or any proceeding under Section 8(d) or 8(e) of the Act must have been issued prior to and at the time of purchase.

(k) Holdings will, at the time of purchase, provide you with a certification from its President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, dated on the attached form at the time of purchaseAnhang Fup to the present

(l) Each selling shareholder will issue you with a certificate showing the date of purchase on the attached form as at the time of purchaseAppendix Gup to the present

(m) You have received each of the signed blocking agreements referred to in Section 3(u) of this document, and each such blocking agreement is in full force and effect at the time of purchase.

(n) FINRA has not objected to the fairness or adequacy of the Acquisition or any other transaction arrangement contemplated herein.

10the effective date of the agreement; completion. This agreement comes into effect when the parties have signed and delivered this agreement.

Subscriber's obligations hereunder may be terminated at Subscriber's sole discretion if (1) as of the date of execution of this Agreement or the relevant prior dates from which information in the Registration Statement, Disclosure Package and Prospectus has changed or evolved, which involves a probable change in the business, ownership, management, financial condition or results of operations of the holdings and subsidiaries as a whole, the effect of which in the opinion of the subscribers is so material and adverse as to render it impossible or inadvisable to communicate with to proceed with the public offering or delivery of the Shares on the terms and in the manner provided for in the Registration Statement, Disclosure Package and Prospectus or (2) from the date of execution of this Agreement there will not have been: (A) a suspension or material restriction of trading in securities generally on the NYSE or NASDAQ; (B) a material suspension or restriction of trading in the Holdings' securities on NASDAQ; (C) a general moratorium on commercial banking services imposed by US federal authorities or the State of New York, or major disruption in commercial banking or securities clearing or settlement services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States, or a declaration of a national emergency or war by the United States; or (E) any other catastrophe or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any of the events referred to in clause (D) or (E) is, in the opinion of the subscribers, impracticable or disadvisable to proceed with the public offering or delivery of the Shares in accordance with the terms and manner set forth in the registration statement, preliminary prospectus, disclosure package and prospectus, or (3) from the date of entering into this Agreement , a downgrade has occurred or any notice or announcement has been given or made with respect to: (A) any anticipated or potential downgrade, or (B) any observation, revision or potential change that does not indicate a confirmation or upgrade of the given rating on any securities or Guaranteed by holding companies or subsidiaries by a “Government-Recognized Statistical Rating Organization” registered under Section 15E of the Stock Exchange Act.

If the Subscribers elect to terminate this Agreement as provided in this Section 10, the Holdings and any selling Shareholder will be promptly notified in writing.

If the sale of Shares to subscribers as contemplated by this Agreement is not effected by the Subscribers for any reason permitted by this Agreement, or if such sale is not effected by Holdings or a Selling Shareholder, as in this case by If you are unable to comply with any term of this Agreement, the Holdings and the Selling Shareholders shall have no obligation or liability under this Agreement (except to the extent provided for in Sections 7, 8 and 11 of this Agreement ), and the subscribers shall have no obligation or liability to the Interests or Shareholders selling under this Agreement (except to the extent provided in Section 11 hereof) or to each other.

11Compensation and Contribution.

(a) Holdings agrees to accept any applicant, any selling Shareholder, its associates, directors, officers and members, any person who is a applicant or selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and all "Affiliates" (within the meaning of Rule 405 of the Act) of any such subscriber or selling shareholder, and the successors and assigns of any of the aforesaid persons, from and against any loss, damage, cost, liability or claim (including reasonable investigation costs) incurred by such subscriber , that selling Shareholder or that person, jointly or individually, under statute, stock exchange statute, common law or otherwise, to the extent that such loss, damage, cost, liability or claim arises from or is based on (i) any misrepresentation or alleged misrepresentation Representation of a material fact contained in the Registration Statement (or the Registration Statement as amended by a subsequent change in holdings) or a failure or alleged failure to disclose any material fact which must or is required to be disclosed in order for the therein contained herein are not misleading, except to the extent that such loss, damage, expense, liability or claim arises out of or is based on a misrepresentation or alleged misrepresentation of any material fact contained herein and pursuant to the Subscriber Information (as defined below) or Selling Shareholder Information or arises or is based on a failure or alleged failure to disclose a material fact in the Statement relating to such Subscriber Information or Selling Shareholder Information, what material fact was not included in such Subscriber Information or Selling Shareholder Information and what material facts are contained in of such registration statement was required or necessary for such information not to be misleading, or (ii) misrepresentation or alleged misrepresentation of material facts contained in any prospectus (the term prospectus for the purposes of this Section 11 includes any preliminary prospectus , the Prospectus and any amendment or supplement thereto), in any Covered Prospectus Instrument, in any “Issuer Information” (as defined in Rule 433 of the Act). of interests or in a prospectus, together with any combination of one or more of the exempt prospectuses, if any, or any omission or alleged omission to disclose a material fact necessary for the statements contained therein, given the circumstances in which you have been prepared so as not to be misleading, except in relation to said prospectus or any permitted free written prospectus, to the extent such loss, damage, expense, liability or claim arises out of or is based on a misrepresentation or alleged misrepresentation of a material fact, contained in and pursuant to the subscriber or selling Shareholder Information or arising out of or on the basis of any omission or alleged omission to disclose a material fact in this Prospectus or permitted free draft prospectus in relation to such Underwriter Information or selling Shareholder Information which material facts were not included in this Subscriber Information or Information for Selling Shareholders and what material facts were necessary to make any statements in this information given the circumstances in which they were made are not intended to be misleading.

(b) Each Selling Shareholder agrees, individually and not collectively, to indemnify, defend, and to indemnify and hold harmless any parent company or subscriber within the meaning of Section 15 of the Act or Section 20 of the Stock Exchange Act and the successors and assigns of any of the above from and against any loss, damage, cost, liability or claim (including reasonable costs). investigations) that may jointly or individually accrue to such Subscriber or person under statute, statute, common law or otherwise, to the extent such loss, damage, cost, liability or claim arises or arises out of ( i) any misrepresentation or alleged misrepresentation of any material fact contained in the Registration Statement (or the Registration Statement as amended by a subsequent amendment of its validity by Holdings) or any omission or alleged omission to state therein any material fact stated are contained therein or are necessary for the statements not to be misleading, or (ii) any misrepresentation or alleged misrepresentation of a material fact contained in any prospectus, in any prospectus accompanied by acceptable instruments or in any prospectus together with a combination of one or more of the following Permissible Prospectus of the Deed, if any, or any alleged omission or omission to disclose a material fact necessary for the statements contained herein, given the circumstances in which they were made, so as not to erroneously mislead;offered,Althoughthat (A) each selling shareholder shall be liable only to the extent that any such misrepresentation or alleged misrepresentation or omission in the registration statement, any preliminary prospectus, the prospectus (or any amendment or supplement thereto) or any prospectus of any freely permissible Instrument has been made based on and in accordance with the information provided by the Selling Shareholders and (B) each Selling Shareholder is responsible for making compensation under this Section 11(b) or contribution under Section 11(e) on an amount in Total Net Proceeds amount caps after-sales fees and rebates (but before deduction of expenses) such selling Shareholder receives upon sale of Common Shares by such selling Shareholder to subscribers hereunder.

(c) Each Subscriber agrees that the Interests, their directors and officers, any selling shareholder, its directors and officers, and any person controlling the Holdings, or such selling shareholder, as defined in Section 15 of the Act or Section indemnify, defend and hold harmless 20 of the Stock Exchange Act and the successors and assigns of any of the above from and against any loss, damage, expense, liability or claim (including reasonable investigation costs) incurred jointly or individually by Holdings, such selling shareholder or others any person which may be incurred under statute, foreign exchange law, common law or otherwise to the extent that any such loss, damage, expense, liability or claim arises out of (i) any misrepresentation or alleged misrepresentation of any material or any fact contained in and pursuant to Information relating to such Subscriber which has been expressly provided by such Subscriber to Holdings for use in the Registration Statement (or the Registration Statement as amended by any subsequent amendments by Holdings) or any omission or allegation of failure to contain in any such Registration Statement a state any material fact relating to that information, what material fact was not included in that information and what material fact was required or necessary to be disclosed in any such registration statement in order for that information not to be misleading, or (ii) any misrepresentation or alleged misrepresentation of any material fact contained in and consistent with information expressly provided in writing by or on behalf of such subscriber to Holdings for use in any prospectus or open-write prospectus, or any omission or alleged omission of any material fact state in any such prospectus or permitted free-form prospectus in relation to such information what material fact was not included in that information and what material fact was necessary to make the statements in that information, in light of the circumstances in which they were made were not misleading.

(d) If an act, proceeding or procedure (each a "Continue’) against a person (a ‘indemnified party') in respect of which indemnification is payable to Holdings, a selling Shareholder or an Underwriter (the 'indemnifying party’) pursuant to subsection (a), (b) or (c), as applicable, of this Section 11, such indemnifying party shall promptly notify the indemnifying party in writing of the commencement of any such proceeding, and such indemnifying party shall have the right to accept the defense thereof proceeding, including the appointment of counsel reasonably satisfactory to the Released Party and payment of all fees and expenses;offered,Althoughthat failure to notify such indemnifying party will not relieve such indemnifying party of any liability that indemnifying party may have to an indemnified party or otherwise, except and to the extent that the indemnifying party fails to provide notice of such process and such failure will result in compensation for the loss of the party's substantive rights and defenses as determined by a final and final court order. The Released Party(s) shall be entitled to retain their own counsel in such event, but such attorneys' fees and expenses shall be borne by such Released Party(s) unless employment such counsel has been approved. in writing by the indemnifying party (or, if such indemnifying parties include a Selling Shareholder, such Selling Shareholder) in connection with the defense of such proceeding or the indemnifying party fails within a reasonable time considering the circumstances, the counsel who used in defense of any such proceeding or such indemnifying party or parties, has reasonably determined that defenses may be available to them that are different from, or conflict with, those available to that indemnifying party ( to which such indemnifying party is not entitled). direct the defense of said proceeding on behalf of the indemnified party or parties), with such fees and expenses being borne by the indemnifying party and paid as incurred (provided, however, that such indemnifying party shall not be liable for the costs by more than one separate attorney (other than local attorney) in a related proceeding or series of proceeding in the same jurisdiction representing the indemnified parties that are parties to such proceeding). The indemnifying party shall not be liable for any settlement of any proceeding conducted without its written consent (or, if such indemnifying parties include a selling Shareholder, by such selling Shareholder), but if with its written consent (or, if Such indemnifying parties include a selling shareholder, including through such selling shareholder), such indemnifying party agrees to indemnify and hold harmless the indemnified party(s) from any loss or liability hereunder Agreement. No indemnifying party may settle any pending or threatened proceeding in which an indemnified party is or a party and an indemnity may have been sought by such indemnified party, unless such agreement shall unconditionally release such indemnified party from any liability for any claim which is the subject of any such proceeding and shall not contain an admission of guilt or fault or failure to act for or on behalf of such indemnified party.

(e) If the indemnification provided for in this Section 11 is not available to an indemnified party under subsections (a), (b) and (c) of this Section 11 or is insufficient to indemnify an indemnified party for any loss, damage, expense, Any liability or claim referred to herein, each relevant indemnifying party shall contribute to the amount incurred by such indemnified party as a result of such loss, damage, expense, liability or claim (i) in proportion to the relative benefits received or to be paid by the indemnifying party, on the one hand, and the indemnifying party, on the other hand, out of the tender of the Shares or (ii) if the allocation provided for in clause (i) above is not permitted under applicable law, to the extent that is reasonable is to reflect not only the relative merits set forth in clause (i) above, but also the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in respect of the statements or omissions that may have resulted in such loss, damage, expense, liability or claims, and all other relevant reasonable considerations. The relative benefits received by the holdings or any selling shareholders on the one hand and the subscribers on the other hand will be received in equal respective proportions of the total offering proceeds (net of rebates and subscription fees but before deduction of expenses). by the Holdings or such selling Shareholder, as applicable, and the total rebates and sales commissions received by subscribers relate to the total public offering price of the Shares. The relative fault of the Holdings or a Selling Shareholder, on the one hand, and the Underwriters, on the other hand, will be determined by, among other things, whether there is a misstatement or alleged misstatement of a material fact or omission or allegation of omission relates to information provided by the Holdings, the relevant selling shareholder or the Underwriters and the parties' intent, knowledge, access to information and ability to correct or prevent any such statement or omission. The amount paid or payable by a party for any loss, damage, expense, liability and claim referred to in this subsection shall include all attorneys' fees or other fees and expenses reasonably incurred by that party. investigating, preparing to defend or defend against proceedings.

(f) Holdings, selling shareholders and underwriters agree that it would not be fair and equitable for contributions under this Section 11 to be determined by pro rata allocation or by any other allocation method that does not take into account the reasonable considerations set out in subsection (). e) above. Notwithstanding the provisions of this Section 11, no subscriber shall be required to contribute any amount in excess of the amount for which the aggregate price at which the Shares subscribed for and publicly distributed by that subscriber have been publicly offered exceeds the value of any damages claimed by that insurer was obligated to pay as a result of such misrepresentation or alleged misrepresentation or omission or omission. No person who is guilty of fraudulent information (as defined in Section 11(f) of the Act) is entitled to an entry from a person who is not guilty of such fraudulent information.

(g) The Indemnification and Contribution Agreements contained in this Section 11 and the agreements, warranties and representations of Holdings and Selling Shareholders contained in this Agreement shall remain in full force and effect notwithstanding any investigation by or on behalf of a Subscriber, its Affiliates, Directors, officers or members, or any person (including any partner, director, officer or member of any such person) controlling a subscriber within the meaning of Section 15 of the Act or Section 20 of the Stock Exchange Act, or by or on behalf of the Holdings , the selling stockholders, directors or officers, or any person controlling the Holdings, or a selling stockholder within the meaning of Section 15 of the Act or Section 20 of the Stock Exchange Act, and will survive any termination of this Agreement or, in the case of selling stockholders , delivery of shares. Holdings, each selling shareholder and each subscriber agree to notify each other immediately of the commencement of any proceedings against them and, in the case of Holdings or a selling shareholder, any of their officers or directors in connection with the sale of Shares, or in connection with the registration statement, a preliminary prospectus, the prospectus or a prospectus for eligible tokens.

(h) The provisions of this Section 11 shall not affect any arrangement that the Holdings and the Selling Shareholders have made or may make with respect to indemnification and contribution.

12Information Provided by Subscribers. The statements contained in paragraphs 3, 9 and 10 (to the extent that such statements relate to the value of the grant and redistribution of sales or the oversubscription and stabilization activities that Subscribers may undertake) shall be placed under the heading “Subscription” in the Prospectus constitutes the only information provided by or on behalf of subscribers (the "Insurance company information’) as such Insurer Information is referenced in Sections 3 and 11 of this document.

13Hints. Except as otherwise provided herein, all representations, requests, notices and agreements must be in writing or sent by telegram or facsimile and sent to the addresses set forth before that entity's name inprogrammedAdditive.

14Governing Law; construction. This Agreement and any claim, counterclaim or dispute of any kind arising out of or in any way related to this Agreement ("claim”), whether direct or indirect, shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. The section titles in this Agreement are included for ease of reference and do not form part of this Agreement.

15.Submission to the Judiciary. Except as provided below, no claim may be brought, pursued or pursued in any court other than that of the State of New York for the City and County of New York or the United States District Court for the Southern District of New York. York, the courts of which shall have exclusive jurisdiction to determine such matters, and Holdings and each Selling Shareholder consent to the jurisdiction of such courts and the personal service associated therewith. Holdings and each Selling Shareholder consent to personal jurisdiction, service and venue in any court in which a third party brings a claim arising out of or in any way related to this Agreement against a Subscriber or Released Party. Each Subscriber and Holding Company (on its own behalf and, to the extent permitted by applicable law, its shareholders and affiliates) and each selling shareholder waives any right to a trial by jury in any claim, proceeding or counterclaim (whether or not them in tort or otherwise) in any way arising out of or related to this Agreement. Holdings and each Selling Shareholder agree that the final judgment in any suit, proceeding or counterclaim brought in any such court shall be final and binding on Holdings and each Selling Shareholder and may be enforced in any other court in its jurisdiction Holdings or any selling shareholder is or may be subject to such judgment by judgment. Each party (other than Company) that is not a resident of the United States irrevocably designates CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its agent to grant subpoenas or other legal subpoenas for confirmation purposes receive. The Company irrevocably appoints its Chief Legal Officer at Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive, Miami, Florida 33126 as its agent to receive subpoenas or other legal subpoenas for Claims.

sixteen.interested parts. The Agreement hereunder has been and will be made solely for the benefit of the subscribers, holdings and all selling Shareholders and, to the extent provided in Section 11 hereof, controllers, partners, directors, officers, members and affiliates referred to in that Section . , and their respective assigns, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or entity (including any buyer as such buyer of Subscribers) acquires or has any rights under or under this Agreement.

17No fiduciary relationship. Holdings and each Selling Shareholder acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of Holdings Securities. Each of the Holdings and each Selling Shareholder further acknowledges that the subscribers are acting under a contractual relationship created solely by this remotely entered into agreement and in no event do the parties intend for the subscribers to act or be liable as fiduciary. to the Holdings or a selling Shareholder, their respective officers, shareholders or creditors or any other person in connection with activities undertaken or conducted by the Underwriters in support of the purchase and sale of securities of the Holdings, whether before or after the Date of the gift. The subscribers expressly disclaim any fiduciary or similar obligation to Holdings and selling Shareholders, whether in connection with the transactions contemplated by this Agreement or matters giving rise to such transactions, and Holdings and each selling Shareholder confirm their understanding and approval thereof Effect. Holdings, each Selling Shareholder and the Underwriters agree that they are each responsible for making their own independent judgments in connection with such transactions and that any opinion or view expressed by the Underwriters to Holdings or any Selling Shareholder in connection with such transactions, including, but not limited to, any opinion or viewpoint regarding the price or market of Holdings' securities does not constitute advice or a recommendation to Holdings or any selling shareholder. Holdings, each Selling Shareholder and the Underwriters agree that the Underwriters are acting as principal and not as agent or fiduciary of Holdings or any Selling Shareholder and no Underwriters have and will not have responsibility for providing advice on behalf of Holdings or sellers of Shareholders in connection with the transactions contemplated herein or the process leading up to them (whether or not a subscriber has advised or is currently advising Holdings or a selling shareholder on any other matter). Holdings and each Selling Shareholder hereby waive and, to the fullest extent permitted by law, indemnify and hold harmless any claim that Holdings or any Selling Shareholder may have against the Underwriters in connection with any breach or alleged breach of any fiduciary, advisory or similar duty to Holdings or others Selling Shareholder in connection with the transactions contemplated by this Agreement or any matter giving rise to such transactions.

18counterparts. This Agreement may be signed by the parties in one or more copies, which together constitute the same agreement between the parties.

19Successors and Assignees. This Agreement is binding on the subscribers, affiliates, any selling shareholder and their successors and assigns and any successor or assignee of a substantial portion of the affiliates, any selling shareholder and each of the subscribers' respective businesses and/or assets.

20waiver of immunities. To the extent that the Holdings, Selling Shareholders, or any portion of their property, assets, or income is, or is, entitled to, or vested with a right to, immunity on sovereign grounds from any action, judgment or proceeding, set-off or counterclaim, within the jurisdiction of any court, notice of process, seizure at or prior to trial, or seizure in support of the enforcement of a judgment or the enforcement of a judgment or other procedural right or proceeding for the award of such a remedy or enforcement of a judgment in any jurisdiction in which at any time any proceeding with respect to its obligations, liabilities or other matters arising out of or in connection with this Agreement, the Interests and any Vendor, Shareholder may be irrevocably and unconditionally enforced to the fullest extent permitted by applicable law, waives and agrees not to invoke or invoke any such immunity and consent to such remedy and enforcement.

21foreign taxes. All payments by Holdings or a selling Shareholder to subscribers must be made clear and clear and without any deduction or withholding for or due to any tax, charge, levy, duty, tax, stamp or other tax, contribution, charge, duty, charge, deduction or withholding now or hereafter imposed, confiscated, withheld or assessed by any jurisdiction in which the interests or the selling Unitholder is organised, domiciled, conducts business or has an office from which payment is made or is made shall be deemed to have been made, excluding taxes due to a Subscriber in any way related to a taxing jurisdiction other than its membership as a Subscriber (including, if applicable, income taxes or deductible taxes on a Subscriber's general net income imposed by the United States or the State of New York or a political subdivision of the United States or the State of New York) (all taxes are not excluded,"foreign taxes"). If the Interests or a Selling Shareholder are unable to pay, arrange for or remit that portion of the amounts payable represented by foreign taxes withheld or deducted, the amounts payable under this Agreement will, to the maximum extent permitted by law, increases the amount required to allocate and remit to such Insurer an amount equal to the amount, after deduction of all foreign taxes (including any foreign taxes due on such increased payments), that would have been paid had none been paid foreign taxes would have been levied.

22Currency of Judgment. Holdings and each Selling Shareholder agree, individually and not jointly, to indemnify the Subscribers for all amounts due hereunder from any loss suffered by the Subscribers as a result of any judgment or order in favor of the Subscribers by or against Holdings or any Selling Shareholder. and said judgment or order will be expressed and paid in currency (the "Currency of Judgment) other than US Dollars and as a result of fluctuations between (i) the exchange rate at which the US Dollar amount is converted into the currency of the judgment for the purposes of such judgment or resolution and (ii) the New Stock Exchange York City Rate at which such Party may purchase US Dollars on the payment date of such Award or Order for the amount of Award Currency actually received by such Party if such Party had used that amount of Award Currency to purchase US Dollars so quickly buy as possible after this party received it. The foregoing indemnification constitutes a separate and independent obligation of Holdings and each selling shareholder will remain in full force and effect notwithstanding any prior judgment or order. If the US Dollars purchased are greater than the amount originally owed to subscribers, the subscribers agree to pay the holdings and any selling Shareholder an amount equal to the excess of US Dollars purchased over the amount originally owed to subscribers. . The term "exchange rate" includes all exchange rate markups and costs incurred in connection with the purchase or conversion into the relevant currency.

23Several. Under the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (enacted October 26, 2001)), underwriters are required (and each selling shareholder acknowledges that underwriters are required) to record information identifying its customers, including holdings and any selling shareholder, such information may include the name and address of its customers and other information enabling subscribers to correctly identify their customers.

[The rest of this page is intentionally left blank; Follow the subscription page]

If the foregoing accurately represents the agreement between the Holdings, the Selling Shareholders and the various Underwriters, please indicate so in the space provided below, whereby this Agreement and its acceptance constitute a binding agreement between the Holdings, the Selling Shareholders and Subscribers , insurer, jointly and severally.

Accepted and accepted on the above date

PLAN EINS

ENGLISH

Permitted perspectives of free writing

none

Pricing Information Provided Orally by Subscribers

Share price to the public: The public offering price is the price paid by each investor.

Number of shares offered: 15,000,000

APPENDIX C

PROGRAMMED

ANHANG A

Blockvertragsformular

10. August 2017

Citigroup Global Markets Inc.

Barclays Capital Inc.

Goldman Sachs & Co. LLC

as subscribers

c/o Citigroup Global Markets Inc.

Rua Greenwich 388

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Goldman Sachs & Co. LLC

200 Weststr

New York, New York 10282

Ladies and gentlemen:

This Restriction Agreement is provided to you in connection with the proposed Subscription Agreement (the "Subscription Agreement"), underwritten by Norwegian Cruise Line Holdings Ltd., a Bermuda corporation ("holdings’), each selling shareholder named therein (the ‘sell shareholders") and you in relation to the public offering (the "Offer) of Holdings common stock with par value of $0.001 per share (the “Ordinary Actions“).

In order to persuade you to enter into the subscription contract, the undersigned agrees that for a certain period of time (the "blocking period’) From this date and until the end, including the date which is 30 days after the date of the Subscription Agreement, the undersigned may not, without the prior written consent of Subscribers (i) sell, offer to sell, rent or arrange, directly or indirectly to sell, pledge, pledge, option to purchase or dispose of, or agree to a disposition, or a registration statement with the Securities and Exchange Commission (the "Commission) in relation to or the creation or increase of an equivalent short position or the liquidation or reduction of an equivalent long position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission made pursuant thereto ( O"stock exchange law“) in relation to any common stock, other Holdings security substantially similar to common stock, or any convertible, exchangeable or exercisable security or security or other right to purchase or subscribe, the foregoing (collectively the “lock values”), (ii) enter into any exchange or other arrangement that transfers the economic consequences of ownership of the blocked securities, in whole or in part, to another, whether such transaction is settled by the delivery of common stock or by other securities , in cash or otherwise, or (iii) publicly announce an intention to carry out any transaction specified in clause (i) or (ii),offeredthat Genting Hong Kong Limited may (i) issue and file a circular, notice of general meeting and proxy form (including related supplemental documents) in connection with any specific mandate that Genting Hong Kong Limited may seek approval from its shareholders to its Board of Directors, future dispositions of the common shares (the “Shareholder Consent”) in accordance with the rules for the listing of securities on the Hong Kong Stock Exchange Limited and (B) any listing in Hong Kong for the purpose of obtaining shareholder consent; and (ii) pledge up to 11 million common shares as collateral to secure payment of amounts outstanding under its existing revolving credit facility.

Notwithstanding the foregoing, the undersigned may transfer the undersigned's block debentures (i) in connection with the disposal of block debentures acquired by the undersigned in open market transactions subsequent to the closing of the offering,offeredthat no public filing or disclosure, notification of any sale, transfer or other disposition of blocked securities or any reduction in beneficial ownership of common stock under the Exchange Act is required or voluntarily made during the blocking period in connection with any provision under this clause (i), (ii ) aswith good intentionsgift or presents,offeredthat the grantee or grantees agree in writing to be bound by the limitations set forth herein, (iii) any trust for the direct or indirect benefit of the signatory or the signatory's immediate family,offeredthat the Fund Administrator agrees in writing to be bound by the restrictions set forth herein, andoffered Advance paymentthat such transfer does not imply any disposition of assets, (iv) with the prior written consent of Subscribers, (v) by will or statutory succession,offeredthat the recipient hereby agrees in writing to be bound by the restrictions set forth herein, (vi) to an agent or custodian of any person or entity to whom disposal or transfer would be permitted herein,offeredthat said agent or custodian agrees to commit in writing to the limitations set forth herein, (vii) in connection with the forfeiture of common stock holdings to cover withholding obligations in the grant of options and other stock-based compensation granted to the signatory pursuant to were transferred to an existing Employee Capital Plan on or before the Effective Date of the Registration Statement (as defined in the Subscription Agreement), (viii) as a transfer to Holdings in connection with the exercise of Stock Incentives to pay the exercise price or obligations thereof, all or part to withhold related taxes, (ix) to Holdings pursuant to any right or obligation of the Holdings to repurchase the Signatory's shares, (x) if the Signatory is a corporation, partnership or limited liability company, or similar entity, direct or Signatory's indirect affiliates (as defined in Rule 12b-2 of the Ley de Bolsa), including but not limited to its direct shareholders and indirect partners and partners and their direct and indirect subsidiaries, or to any investment fund or other entity that controlled or administered by the signatories or under common control or administration;offeredthat (1) any such affiliate, partner, former partner, member, former member, subsidiary, investment fund or other entity controlled or managed by or under common control or management with the signatory agrees to be bound by the written restrictions set forth herein, (2) such transmissions need not be disclosed in any public report or filing with the Commission, and (3) the undersigned will not voluntarily make any public filing or report in in relation to such transfers, or (xi) where an interest is publicly announced for inclusion in the S&P 500 Index, in a registered offering or otherwise directly related to such inclusion in the S&P 500 Index,offeredthat this offering will not exceed 12% of the total number of common shares outstanding immediately after the consummation of the offering of common shares contemplated by the subscription agreement. For purposes of this document, "immediate family" means any blood relationship, marriage or adoption no further than a first cousin. Notwithstanding anything to the contrary herein, the foregoing paragraph shall not apply to the sale of Shares by a selling Shareholder to subscribers pursuant to the Subscription Agreement.

In addition, during the Hold Period, the undersigned waives any and all rights the undersigned may have to (x) require the filing of a registration statement in connection with registration unless already exercised prior to the date of this offering in connection with the offering of common stock (y) in connection with the offering, requiring registration of common stock or (z) soliciting or exercising any right with respect to convertible or exercisable or exchangeable securities for common stock or warrants or other purchase or subscription rights for common stock or securities.

Notwithstanding anything to the contrary herein, the foregoing restrictions shall not apply to transactions entered into pursuant to a trading plan entered into by the signatory that complies with Rule 10b5-1 of the Securities Exchange Act for the sale or other disposition of common stock.offeredthat this Plan does not permit the transfer of Common Stock during the Blackout Period and entry into this Plan does not require a filing (including but not limited to Forms 144) under the Securities Act of 1933, as amended, or the Exchange Act 144), and no filing or other public disclosure of this plan will be made during the embargo period.

The undersigned confirms that it has not taken, directly or indirectly, and hereby undertakes that the undersigned will not take any action, direct or indirect, which is contemplated or which constitutes or causes stabilization, or could reasonably result in, or will result in, any manipulation of the price of securities of the holdings to facilitate the sale or resale of common stock.

The undersigned authorizes Holdings and its transfer agent during the blocking period to refuse any transfer or to comply with any transfer restrictions in the share register and other records relating to common stock or other securities subject to this blocking agreement. to the extent that such transfer violates this Restriction Agreement); and with respect to common stock or other securities subject to this blocking agreement of which the signatory is the beneficial owner but not the registrant, the signatory agrees to cause such registrant to transfer the interests and its agent during the blocking period refuse to transfer or observe transfer restrictions in the registration of shares and other records relating to such shares or other securities (to the extent that such transfer is in breach of this Restriction Agreement).

If (i) the selling shareholders notify you in writing that they do not intend to proceed with the offering, (ii) the registration statement filed with the Commission in connection with the offering is withdrawn, (iii) for any reason the security agreement is cancelled. is terminated prior to the "Time of Purchase" (as defined in the Subscription Agreement), or (iv) the Subscription Agreement has not been signed by the date of thirty (30) days from the date of this Suspension Agreement, the Agreement will terminate and the undersigned will be released from his obligations from this instrument.

[block agreement]

ANHANG A-1

LIST OF PERSONS AND ENTITIES TO ENFORCE LOCK-UP AGREEMENTS

ANHANG B-1

O'MELVENY & MYERS LLP OPINION

To be delivered in accordance with Section 9(a)

ANHANG B-2

OPINION BY DANIEL S. FARKAS, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY

To be delivered in accordance with Section 9(a)

ANHANG B-3

TAYLOR'S OPINION

To be delivered in accordance with Section 9(a)

APPENDIX C-1

KIRKLAND & ELLIS LLP

To be delivered in accordance with Section 9(b)

APPENDIX C-2

OPINION OF ARCES AND CALDER

To be delivered in accordance with Section 9(b)

APPENDIX D-1

OPINION DE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

To be delivered in accordance with Section 9(c)

APPENDIX D-2

WANDERER OPINION

To be delivered in accordance with Section 9(c)

APPENDIX D-3

CAREY OLSEN OPINION

To be delivered in accordance with Section 9(c)

ANHANG E-1

REPORT OF CLEARY GOTTLIEB STEEN & HAMILTON LLP

To be delivered in accordance with Section 9(d)

ANHANG E-2

CONYERS DILL & PEARMAN LIMITED OPINION

To be delivered in accordance with Section 9(d)

ANHANG F

OFFICIAL CERTIFICATE

Each of the undersigned, Frank J. Del Rio, President and CEO of Norwegian Cruise Line Holdings Ltd., a Bermuda company ("holdings'), and Wendy A. Beck, Executive Vice President and Chief Financial Officer of Holdings, certifying on behalf of Holdings pursuant to Section 9(k) of said subscription agreement dated August 10, 2017 (he “Subscription Agreement’), between the Holdings, the Selling Shareholders and the subscribers named therein, that as of August 16, 2017:

Capitalized terms used herein without definition have the respective meanings ascribed to them in the Subscription Agreement.

In witness whereof the undersigned sign this document on 16 August 2017.

APPENDIX G

SHAREHOLDER SALES CERTIFICATE

I, the undersigned, [____], on behalf of the Selling Shareholders listed below (the “Corresponding Selling Shareholder(s)’), certified pursuant to Clause 9(l) of the Subscription Agreement dated 10 August 2017 (the ‘Subscription Agreement’), between the Holdings, the Selling Shareholders and the subscribers named therein, that as of August 16, 2017:

Capitalized terms used herein without definition have the respective meanings ascribed to them in the Subscription Agreement.

In witness whereof the undersigned signs [his] signature on August 16, 2017 on behalf of each applicable selling shareholder.

Anhang A

subsidiaries