Certain Performance-Based Restricted Share Units of Norwegian Cruise Line Holdings Ltd. are subject to a Lock-Up Agreement Ending on 17-JAN-2021. These Performance-Based Restricted Share Units will be under lockup for 61 days starting from 17-NOV-2020 to 17-JAN-2021. Details: Directors and executive officers have agreed that, for a period of 60 days from the date of the prospectus supplement (the “Lock-Up Period”), they will not, without the prior written consent of the underwriters, (i) sell, offer to sell, contract or agree to sell, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any ordinary shares or any other securities of the Company that are substantially similar to ordinary shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or any other securities of the Company that are substantially similar to ordinary shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to affect any transaction specified in clause (i) or (ii), subject to certain exceptions, including but not limited to (1) the issuance of any ordinary shares to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses, or in connection with joint ventures between the Company or any of its subsidiaries on the one hand, and another company, or to management employees of such businesses in connection with such acquisitions or joint ventures, subject to a cap of 7.5% of the outstanding shares that may be issued in the aggregate and any exception in any other agreement entered into in connection with the Transactions, and (2) the transfer of ordinary shares to the Excess Share Trust (as defined in the bye-laws (as defined below)) pursuant to bye-law 12.1; provided, that in the case of (1), each recipient who receives any such ordinary shares executes, and delivers to the underwriters, a lock-up agreement.