Common use of Contribution and Exchange Clause in Contracts

Contribution and Exchange. Pursuant to the terms and conditions hereof, on the Closing Date (as defined below): (a) The Holder shall irrevocably contribute, convey and assign all of its right, title and interest in its Contributed Shares to Norwegian in exchange for its New Shares, and the Holder shall assume the right, title and interest in its New Shares. (b) Norwegian shall assume the right, title and interest in the Contributed Shares, and shall in exchange, issue the New Shares to the Holder. (c) The number of New Shares to be issued to the Holder shall be based on the per share purchase price for the New Shares in the Norwegian IPO and shall be calculated as set forth on Schedule I hereto; provided that immediately following the contribution by the Investors and their affiliates of all of the NCL Shares to Norwegian and prior to the consummation of the Norwegian IPO, each Investor’s (including its affiliates) ownership percentage in Norwegian represented by the number of New Shares to be issued to such Investor (or its affiliates) shall be equal to such Investor’s (including its affiliates) ownership percentage in NCL represented by such Investor’s (including its affiliates) NCL Shares immediately prior to the contribution of the NCL Shares. (d) The Holder, the other Investors or their respective affiliates that hold New Shares and Norwegian shall enter into and execute the New Shareholders’ Agreement.

Contribution and Exchange. Pursuant to the terms and conditions hereof, on the Closing Date (as defined below): (a) The Each Holder shall irrevocably contribute, convey and assign all of its right, title and interest in its Contributed Shares to Norwegian in exchange for its New Shares, and the such Holder shall assume the right, title and interest in its New Shares. (b) Norwegian shall assume the right, title and interest in the Contributed Shares, and shall in exchange, issue the New Shares to the each Holder. (c) The number of New Shares to be issued to the each Holder shall be based on the per share purchase price for the New Shares in the Norwegian IPO and shall be calculated as set forth on Schedule I hereto; provided that immediately following the contribution by the Investors and their affiliates of all of the NCL Shares to Norwegian and prior to the consummation of the Norwegian IPO, each Investor’s (including its affiliates) ownership percentage in Norwegian represented by the number of New Shares to be issued to such Investor (or its affiliates) shall be equal to such Investor’s (including its affiliates) ownership percentage in NCL represented by such Investor’s (including its affiliates) NCL Shares immediately prior to the contribution of the NCL Shares. (d) The HolderEach Holder or their respective affiliates that hold New Shares, the other Investors or their respective affiliates that hold New Shares and Norwegian shall enter into and execute the New Shareholders’ Agreement.