Exhibit 10.78

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Final

FINCANTIERI CANTIERI NAVALI ITALIANI SpA

and

EXPLORER NEW BUILD, LLC

SHIPBUILDING CONTRACT

for Hull No. 6250

INDEX

THIS SHIPBUILDING CONTRACT is dated as of June 21, 2013 and made between:

(1) EXPLORER NEW BUILD, LLC, a company organised and existing under the laws of the State of Delaware, with its registered office care of CSC, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, United States of America, and with its principal office at Miami, Florida, 33122, 8300 NW 33^rd Street, Suite 101 (the “Owner”), and

(2) FINCANTIERI - CANTIERI NAVALI ITALIANI S.p.A., a company organised and existing under the laws of the Republic of Italy, with registered office in Trieste, via Genova, 1, fiscal code 00397130584 (the "Builder"),

NOW IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1

Subject of the Contract

1.1.    The Builder undertakes at one of its yards (the "Yard") to design, construct, survey and test in accordance with its usual construction standards for new luxury passenger ships, and to complete and deliver at the Yard to the Owner, who undertakes to accept delivery, of one passenger cruise ship (the “Vessel”) in accordance with this Contract, the Specification No. P.8528 dated February 2013 (the “Specification”), and the General Arrangement Plan Version B dated February 13, 2013 (the "GAP") and the other plans and drawings referred to in the Specification (together with the GAP, the “Plans”) which, signed by the parties, constitute an integral part of this Contract even if not annexed hereto.

1.2 Except as otherwise provided in the Specification, the standards for the internal decoration of the Vessel's public areas and passenger cabins shall be at least as high as the standards in the corresponding parts of M.V. Riviera (ex-Hull 6195) (the "Reference Ship").

1.3 This Contract, the Specification and Plans are intended to complement and supplement each other, and the Specification and Plans are also intended to explain each other. The Specification and Plans shall form an integral part of this Contract. In the event of any conflict between this Contract and the Specification or Plans, the provisions of this Contract shall prevail. In the event

of any conflict between the Specification and the Plans, the provisions of the Specification shall prevail. In the event of any conflict between one Plan and another, the later in date shall prevail.

1.4 Each party agrees to use all reasonable efforts to make timely decisions in a speedy and effective way and to deal fairly with each other and at all times to act in good faith in relation to all matters concerning this Contract.

ARTICLE 2

Vessel's Classification - Rules and Regulations - Certificates -

(Standard of Construction)

Specification and the Plans that exceed the requirements of the Class Rules or the Regulatory Rules.

ARTICLE 3

Vessel's Characteristics

Approximately means +/- 1%.

Total number of persons on board for purpose of life saving equipment - 1360.

The main propulsion machinery shall consist of four (4) elastically mounted medium speed diesel engines driving electrical generators and two (2) frequency controlled electric motors of 9 MW each, each driving one fixed pitch propeller.

The main diesel generating sets shall comprise four (4) medium speed, four stroke, trunk piston diesel engines, turbocharged, fresh water cooled, started by compressed air of the following number and type:

4 x MAN 14V32/44CR, MCR 7840 kW at 720 rpm

Total installed machinery power 31.360 MW (ISO 3046-1) 

As an alternative, the following configuration can be installed:

2 x Wartsila 16V32, MCR 8800 kW at 720 r.p.m.

2 x Wartsila 12V32, MCR 6600 kW at 720 r.p.m.

Total installed machinery power 30.800 MW (ISO 3046-1)

Fuel oil: HFO to ISO 8217:2010 RMK 380 with maximum viscosity of 380 cSt at 50°C.

With all four diesel alternators in operation and with the propulsion motors developing each at the motor flange 7.75 MW the Vessel, at design draught even keel, in lack of wind, in smooth, deep and currentless sea water at 20 °C, with clean hull and propellers and fin stabilizers folded in hull, shall reach a speed of [*] knots.

ARTICLE 4

Builder's Supply - Owner's Supply (Architect)

any weight and/or stability impacts). The Builder shall supply all other items of equipment and materials that are required for the construction, outfitting and completion of the Vessel in accordance with this Contract and the Specification.

incurred by the Builder), it is acknowledged that any failure in so delivering the Architectural Drawings or in indicating or approving any materials, colors, etc. beyond the relevant due date in the Public Room Schedule may also cause a Permissible Delay provided that the Builder complies with the notice requirements set out in Article 26.

ARTICLE 5

Approvals - Supplies by Third Parties

Amendments in respect of drawings referred under sub-paragraph (B) above according to Article 24 will in turn be submitted for the approval of the Owner, with the same procedure as outlined above with respect to the modification.

workmanship required of under this Contract. The supplies from and work of all makers, subcontractors and other third parties will be covered by the Builder's guarantee under Article 25.

ARTICLE 6

Hull Number

ARTICLE 7

Inspection of Construction

team of the Builder's staff dedicated for this purpose. The Owner's authorized representatives shall wherever practicable work together with the Builder's staff and jointly sign protocols in respect of items approved by them. The Owner shall appoint a project manager to lead the Owner's on-site team of authorized representatives; one Owner’s representative shall be fully empowered to approve, accept work and agreed modifications, extra prices and all consequences thereto within parameters to be confirmed by the Owner in writing. If the Builder considers the conduct of any member of the Owner's on-site team to be in serious contravention of the Yard's internal rules and regulations, the Owner will investigate the Builder's complaint and ensure that any misconduct does not recur.

premises in accordance with the Specification. On completion of the inspections, tests and trials of major items, protocols of acceptance will be drawn up and signed by the authorized representatives of the Owner and the Builder and, wherever required, by the Classification Society. After each protocol of acceptance has been signed on behalf of the Owner and the Builder and, where required, the Classification Society, the area(s), item(s) or system(s) referred to in the protocol will not be re-opened for further inspections, tests or trials except where this is reasonably required in connection with any required alteration, modification, dismantling, investigation, remedial or other work. If the Builder re-opens any area(s), item(s) or system(s), it must promptly give the Owner's authorized representatives written notice specifying the relevant area(s), item(s) or system(s), the reason for the re-opening and the related steps taken or work done by the Builder. The Owner's authorized representatives, acting reasonably, will then be entitled to carry out further inspections, tests or trials in relation to the re-opened area(s), item(s) or system(s) and the related steps taken or work done by the Builder

ARTICLE 8

Delivery

safely afloat, moored alongside a quay at the Yard; clean to the Builder's usual standards for luxury passenger ships and in all other respects ready and suitable for embarkation of the Vessel's crew and passengers; with full title guarantee and free from all claims, encumbrances and liens whatsoever; and together with the documents required by the Specification, which may be include usual interim or provisional certificates if, without fault of the Builder, permanent certificates are not available at the time of delivery provided that:

At the same time the following further documents will be tendered for delivery to the Owner:

other liens whatsoever upon the Vessel and the Owner's title thereto, and in particular, that the Vessel is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by any of the national, provincial, local or port authorities of Italy prior to or in connection with delivery and acceptance of the Vessel.

8.3   The Builder and the Owner will sign a notarized protocol of delivery and acceptance, in one (1) original and two (2) notarially certified copies, to confirm the final acceptance of the Vessel by the Owner and to record the time at which the Vessel was delivered pursuant to this Contract. Immediately after execution of such protocol, the Builder shall present one (1) notarially certified copy of the protocol of delivery and acceptance at the Italian registry of ships under construction ("RNC - Registro Navi in Costruzione") and apply for the Vessel to be permanently deleted from the Italian registry. As soon as possible thereafter the Builder shall obtain and provide the Owner with an original certificate issued by the Italian registry confirming that the Vessel has been permanently deleted from the registry free and clear of all claims, encumbrances or other liens whatsoever upon the Vessel.

8.4 The Owner shall at its cost take all such steps as may be required to register the Vessel with the Flag Authority, and the Owner's completion of this registration process shall not be a condition to completion of the delivery process referred to in this Article 8 and neither a condition to transfer all amounts due and payable on delivery of the Vessel pursuant to Article 10.

8.5 If:-

completion of the Vessel in accordance with this Contract, the Specification and the Plans on 30^th June 2016, as extended by the period by which the delivery of the Vessel is actually delayed by reason of any cause or event delaying or preventing the Builder from tendering delivery of the Vessel as provided in Article 26, for modifications affecting the Vessel as provided in Article 24, or for late payments under Article 11, or for any other Permissible Delay to which the Builder is entitled under the express provisions of this Contract (such date as thereby extended being referred to as the "Delivery Date"). The proviso referred to above is that if the Effective Date defined in Article 32 has not occurred within June 2013, the 30^th June 2016 date specified above must be reconfirmed or reset by written agreement of the parties before this Contract becomes effective.

(A) If the Vessel is not delivered to the Owner in accordance with the terms of this Contract, the Specification and the Plans by the Delivery Date, and if the Builder has provided written notice of the delay, specifying the revised delivery date, to the Owner at least [*] calendar days before the Delivery Date, then the Builder shall pay the Owner as final liquidated damages an amount of €[*] for each calendar day of delay in delivery (and pro rata) beyond midnight in Italy on the day falling [*] running days from the Delivery Date.

(B) If the Vessel is not delivered to the Owner in accordance with the terms of this Contract, the Specification and the Plans by the Delivery Date, and if the Builder has provided written notice of the delay, specifying the revised delivery date, to the Owner between [*] and [*] calendar days before the Delivery Date, then the Builder shall pay to the Owner as final liquidated damages (and not as a penalty) an amount of €[*] for each

calendar day of delay in delivery (and pro rata) beyond midnight in Italy on the day falling [*] running days from the Delivery Date.

(C) If the Vessel is not delivered to the Owner in accordance with the terms of this Contract, the Specification and the Plans by the Delivery Date, and if the Builder has provided written notice of the delay, specifying the revised delivery date, to the Owner between [*] and calendar [*] days before the Delivery Date, then the Builder shall pay to the Owner as final liquidated damages (and not as a penalty) an amount of €[*] for each calendar day of delay in delivery (and pro rata) beyond midnight in Italy on the day falling [*] running days from the Delivery Date.

(D) If the Vessel is not delivered to the Owner in accordance with the terms of this Contract, the Specification and the Plans by the Delivery Date, and if the Builder has provided written notice of the delay, specifying the revised delivery date, to the Owner between [*] and [*] calendar days before the Delivery Date, or if the Builder has provided no notice of delay to the Owner before the Delivery Date, then the Builder shall pay to the Owner as final liquidated damages (and not as a penalty) an amount of €[*] for each calendar day of delay in delivery (and pro rata) beyond midnight in Italy on the day falling [*] from the Delivery Date.

8.9 If delivery of the Vessel to the Owner in accordance with this Contract has not been made for whatever reason or combination of reasons (except for delays actually occasioned by modifications under Article 24 or by any Owner's Delay), by the date falling [*] days from the original delivery date then in any such case the Owner may, at any time thereafter, terminate this Contract with the consequences referred to in Article 20.

8.10 The Owner will not be entitled to refuse delivery of the Vessel on account of minor non-conformities, meaning any minor defects or minor outstanding works which do not (i) impair the Owner's ability to register the Vessel under its chosen flag or to utilize the financing required to fund payment of the installment of the Contract Price payable on delivery of the Vessel, or (i) render the Vessel unseaworthy, or (iii) prevent the safe operation of the Vessel , or (iv) prevent the Vessel from entering - and remaining - in full and unrestricted passenger revenue service on

the Owner's scheduled commencement date, and without any material restrictions to the Vessel's operational capabilities provided that (a) the Builder undertakes (at its expense, risk and time) to complete the works required to remedy such minor non-conformities, without discomfort to the passengers or other impairment of their use and enjoyment of the Vessel, as soon as reasonably possible after delivery in accordance with a remedial plan and timetable to be approved in writing by the Owner before delivery (the Builder agreeing that for the use by its makers, subcontractors or suppliers precedence will be given to crew cabins); and (b) for such minor non-conformities, the guarantee period referred to in Article 25 shall commence on the date of completion of the relevant remedial works rather than on the date of delivery of the Vessel, and Article 25 shall be deemed amended accordingly. The Builder shall prepare a remedial action plan and timetable to be agreed with the Owner in good time before delivery.

8.11 If it is not practicable before delivery for the Builder to demonstrate the contractual performance of any of the specified equipment or the contractual performance of any of the specified technical systems of the Vessel in its intended operating conditions, the Builder will demonstrate such performance as soon as practicable after delivery, and if it is not practicable to do so within [*] days after delivery compliance or non-compliance shall be determined by calculations (approved by the Classification Society or by any other Class Registry reasonably acceptable to both parties). In case of deficiencies in performance the Builder will remedy such deficiencies under the guarantee contained in Article 25 save that, for such deficiencies, the guarantee period referred to in Article 25 shall commence on the date of completion of the relevant remedial works rather than on the date of delivery of the Vessel, and Article 25 shall be deemed amended accordingly.

8.12  From the time when the first work inspections and approvals are to be made and given on behalf of the Owner, the designated representatives of the Builder and the Owner shall keep a written list of defects and deficiencies (including minor non-conformities). The Builder and the Owner, each acting reasonably, shall update this list at face to face or telephonic progress meetings to be held at regular intervals (as the period may require) as the parties may from time to time agree (“progress meeting”) to reflect the addition and removal of defects and

deficiencies. At such progress meetings the Builder will also update the Owner about the construction schedule progress.

8.13 All defects and deficiencies in the Vessel as notified by the Owner at the time of delivery (or which were not apparent upon a reasonable external examination at delivery of the Vessel), shall be covered by the Builder's guarantee under, and shall be remedied in accordance with, Article 25.

8.14 The Builder will give the Owner's crew access to the Vessel with effect from two (2) weeks before the expected delivery date. The parties will co-ordinate and co-operate with each in good time to confirm and implement such access arrangements provided that the same shall not delay or interfere with the Builder’s work to complete the Vessel in time for the expected delivery date.

ARTICLE 9

Price

ARTICLE 10

Payment Conditions

(A)  [*] %, being €[*], within [*] banking days in New York and Rome after the Effective Date (as defined in Article 32);

(B)  [*] %, being €[*], on the later of the start of steel cutting and the date falling [*] months prior to Delivery Date;

(C)  [*] %, being €[*], on the later of keel laying and the date falling [*] months prior to Delivery Date;

(D)  [*] %, being €[*], on the later of float out and the date falling [*] months prior to Delivery Date; and

(E)  [*] %, being €[*], on delivery of the Vessel.

If any of the above events will be achieved on a date different from that originally planned, the Builder will promptly inform the Owner of the new date.

To enable timely funding of each installment, the Builder will inform the Owner at least [*] days in advance of the expected due date for payment of each installment.

10.2 The Owner's obligations to pay each installment of the Contract Price referred to in Article 10.1 (A) to (D) shall, in the case of each such payment, be subject to and conditional upon the Owner's receipt of the Builder's invoice.

10.3 The amount due by the Owner or the Builder for each modification to the Specification and the Plans shall be accounted for as follows: (i) [*]% of the agreed modification amount shall be paid by the Owner within [*] days after the Owner's receipt of the invoice issued pursuant to the agreement relating to the modification, or (as the case may be) credited by the Builder within [*] days after the date of the agreement relating to the modification; and (ii) [*]% of the agreed

modification amount shall paid by the Owner, or (as the case may be) credited by the Builder, on delivery of the Vessel.

10.4 Liquidated damages, if any, for delivery, capacity, speed, deadweight or fuel oil consumption will be determined on delivery of the Vessel (or, in the case of termination of this Contract for delay in delivery, on termination) and the relevant amount will be paid on delivery or (as the case may be) on termination of this Contract.

10.5 The Owner shall not delay or discontinue any payment required under this Contract for any reason whatsoever except in the event of the Builder tendering delivery of the Vessel or the delivery documents when it or they are not in deliverable condition under this Contract or the proper termination of this Contract or the total loss of the Vessel under this Contract. Exceptions, disputes or claims, if any, by the Owner against the Builder shall be asserted separately, pursuant to the provisions set forth in Article 30.

ARTICLE 11

Defaults by the Owner

any time thereafter the Builder, even if it has elected to suspend its obligations under Article 11.2, or if any of the events specified in Article 11.7 occurs and is continuing, may give to the Owner notice in writing declaring the Contract terminated and claiming damages.

arising out of the insolvency and by which the obligations of the Owner are effectively maintained or transferred to the reconstructed, amalgamated or reorganized entity) under the laws of any applicable jurisdiction; or

11.8 The Owner shall indemnify the Builder for any actual additional cost, burden or damage directly caused by the Owner's breach of the Owners’ Supply provisions or other Owner’s obligations.

ARTICLE 12

Trials

An endurance test as well as all other trials and tests included in the sea trial program in the Specification shall also be carried out with recording of measurements of all parameters, enabling determination of performance relevant to each test.

The trials program will be timely agreed upon by Owner and Builder.

As far as practicable the draft and conditions shall be as close as possible to the corresponding draft and other actual trial conditions at which tank model test have been carried out. Should such speed trial draft and other actual trial conditions be other than the draft and conditions specified in paragraph (F) of Article 3.1, the speed, the propulsion motors’ output and the revolutions corresponding to the latter draft and conditions shall be determined on the basis of the results recorded at the sea trials by means of data from the model tests carried out with the final hull form and design propellers.

12.15. In the event that the Owner rejects the results of the sea trials as not conforming to this Contract or to the Specification or the Plans, the Owner shall in reasonable detail indicate in its notice of rejection in what respect the Vessel, or any part or equipment thereof, does not conform to this Contract and/or the Specification and/or the Plans.

12.16 In the event that the Owner fails to notify the Builder as aforesaid of the acceptance or the rejection, together with the reason therefore, of the sea trials within the period as provided above, the Owner shall be deemed to have accepted the sea trials of the Vessel.

12.17 Acceptance of the results of the sea trials as above provided shall be final and binding so far as conformity of the Vessel to this Contract and the Specification and the Plans to the extent demonstrated on such trials is concerned and shall preclude the Owner from refusing formal delivery of the Vessel as hereinafter provided, on the grounds of non conformity of the Vessel in respect of items whose conformity has been demonstrated and accepted during the sea trials so long as the Builder complies with all other requirements for delivery under this Contract. For the avoidance of doubt, the parties confirm that if any damage/failure occurs or is discovered between the Owner's acceptance of the results of the sea trials and delivery that are not minor non-conformities as defined in Article 8.10 the Owner may require the Builder (at the latter's cost and time) to remedy the same to the standards required by this Contract and to demonstrate the same to the Owner before the Builder tenders the Vessel for Delivery.

12.18 Should any fuel oil or lubricating oil in storage tanks or unbroached barrels but excluding oils in circulation, greases and ship's stores, including fresh water furnished by the Builder for

the sea trial remain on board the Vessel at the time of acceptance thereof by the Owner, the Owner agrees to buy the same from the Builder at the Builder's cost price.

12.19 If the Owner supplies any spares and other parts for any stage of the trials that are consumed during the trials, at Owner's option the Builder will replace the relevant items or reimburse the Owner at its cost price.

ARTICLE 13

Speed - Liquidated Damages

with fractions being counted in proportion.

Should the speed of the Vessel determined as aforesaid be less than [*] knots, then the Owner, as an alternative to receiving the foregoing liquidated damages, shall have the option to terminate this Contract with the consequences provided for in Article 20.

ARTICLE 14

Deadweight - Liquidated Damages

ARTICLE 15

Stability

In either (A) or (B) above or a combination of both, the design draught may be increased up to a maximum of [*] metres and the design draught referred to in Article 3.1(F), 12.2, 13 and 14.1 shall be correspondingly increased.

The foregoing provisions do not relieve the Builder of its responsibility to comply in all respects with the specified deadweight, speed and range of the Vessel (as specified in Article 3), with the increased design draft.

If the Vessel's stability characteristics shall not fulfil the requirements of the Class Rules or the Regulatory Rules set out in Article 2, the Owner shall have the option to terminate this Contract with the consequences provided for in Article 20.

ARTICLE 16

Passengers Accommodation Capacity and Noise / Vibration

If the limits referred to above are exceeded by more than [*] dbA in more than [*]% of the passenger cabins the Owner will be entitled to terminate this Contract with the consequences provided for Article 20.

If the limits referred to above are exceeded by more than [*] mm per sec in more than [*]% of the passenger cabins the Owner will be entitled to terminate this Contract with the consequences provided for Article 20.

16.7.3 Thruster Vibration: If vibration caused by the thrusters exceeds:

In order to avoid the loss of cabins in the categories of Deluxe and above the Builder may adjust the cabin mix. If after the cabin mix adjustment the missing number of Single cabins exceeds [*], then the Owner will be entitled to terminate this Contract in accordance with and with the consequences provided for in Article 20.

ARTICLE 17

Fuel Oil Consumption - Liquidated Damages

be corrected to a reference lower calorific value of [*] kilojoules per kg and ISO 3046/1 standard conditions. The fuel consumption of the main propulsion plant so corrected shall not exceed [*] grams per kWh, including the engine driven pumps (lube oil and high temperature cooling water) for both engine types listed in Article 3.1 (E) Should the engine speed and/or fuel consumption of the actual diesel engines selected pursuant to the Makers’ List be different than the [*] rpm and/or [*] grams/kWh given above, then such engine speed and/or fuel consumption shall be replaced with the corresponding value of actual diesel engines in this Article 17.2 and in Articles 17.3 and 17.4 below.

ARTICLE 18

Vibrations and Noise

ARTICLE 19

Maximum Amount of Liquidated Damages

The amount of the liquidated damages referred to in Article 8 (delivery), 13 (speed), 14 (deadweight), 16 (capacity, noise and vibration) and 17 (fuel consumption), shall in no case whatsoever exceed in aggregate [*]% of the Contract Price, and individually - for each item referred to above – [*]% of the Contract Price. The Owner shall waive its entitlement to recover any damages in excess of this maximum amount.

If delay in delivery for which the Builder is responsible exceeds the point at which the Builder is liable to pay liquidated damages under article 8, the Owner may terminate the Contract, with the consequences provided for in Article 20, provided that the Owner can clearly demonstrate that the delay in delivery will continue for longer than [*] days from the original delivery date (as extended in accordance with Article 8.9).

Each of the liquidated damages entitlements provided for in this Contract represents a genuine pre-estimate by the parties of the relevant loss to the Owner and each such entitlement shall take effect as such and not as a penalty. However, if any such provision is found for any reason to be void, invalid or otherwise inoperative so as to disentitle the Owner from claiming liquidated damages, such provision will be deemed deleted from this Contract to the extent it refers to liquidated damages and the balance of the provision and the other provisions of this Contract

will remain in full force and effect. In any such case the Builder will be liable to pay general damages to the Owner in respect of the relevant breach of its obligations under this Contract provided that the Builder's liability in such circumstances will not exceed the Builder's liability to pay liquidated damages if the relevant provision had not been deemed deleted.

ARTICLE 20

Termination of the Contract -

Liquidated Damages to be paid by the Builder

Except as otherwise expressly agreed and as provided in this Article 20.1, the Builder shall not have any further or other liability arising from this Contract following termination under the provisions referred to in this Article 20.1.

and in each of the above cases the construction of the Vessel is suspended for a period of more than thirty (30) days for reasons other than any of the events specified in Article 26 (in any case in which such events excuse delay in construction);

then, the Owner may immediately (but without being bound to do so) terminate this Contract by written notice to the Builder.

(A) the Builder is declared insolvent or goes into liquidation or winding-up under the laws of any applicable jurisdiction; or

(B) the Builder (i) removes the Vessel from the Yard except as permitted by the express provisions of this Contract, or (ii) assigns or transfers this Contract or subcontracts the whole or substantial part of the Vessel construction to be carried out by the Builder, except as permitted by the express provisions of this Contract, or (iii) fails to effect or maintain any of the insurances required under Article 23; in each of such case, the termination may occur only upon a notification to the Builder providing a reasonable time (not less than thirty (30) days) to remedy the default,

then the Owner may immediately (without being bound to do so) terminate this Contract by written notice to the Builder.

ARTICLE 21

Property and Intellectual Property Rights

21.1 During construction, the hull and/or parts of it, the engine and/or parts of it, the machinery, the equipments and/or outfitting materials and, in general, whatever else is intended for the construction of the Vessel (excluding Owner's Supplies and any other items supplied by the Owner), shall be the Builder's property, and the Builder undertakes, in any case, not to dispose of the Vessel and not to allow any mortgage or lien to be registered on the Vessel, without the Owner's prior written consent. On the delivery of the Vessel, the Owner will acquire the whole property of the Vessel with full title guarantee and free from all claims, encumbrances and liens whatsoever.

21.2 The Builder shall procure all such approvals and licenses, and pay all such royalties, license fees or other similar charges, on or in connection with: (i) the Vessel; (ii) any equipment, parts and other items (apart from Owner's Supplies) installed or incorporated in, stowed on or otherwise delivered with the Vessel; and (iii) any part of the building work, as may be necessary to ensure that the same are delivered to the Buyer and may be owned and operated by the Buyer (and its successors, assignees and counterparties) without infringement of any patent, patent right, copyright, trademark, trade secret or other intellectual property right.

21.3 The Builder shall indemnify fully, hold harmless and defend the Owner from and against all losses which it may suffer or incur as a result of any actual or alleged infringement of any patents, patent rights, copyrights, trademarks, trade secrets or other intellectual property rights of

any kind or nature on or in connection with the Vessel or any equipment, parts and other items relating to the Vessel (other than Owner's Supplies) or any part of the building work or the ownership or the use thereof by the Owner. In addition, at its cost and risk the Builder shall take all such steps as may be required by the Owner to replace any infringing part with a non-infringing part which is satisfactory to the Owner.

21.4 The Owner shall indemnify fully, hold harmless and defend the Builder from and against all losses which it may suffer or incur as a result of any actual or alleged infringement of any patents, patent rights, copyrights, trademarks, trade secrets or other intellectual property rights of any kind or nature on or in connection with any Owner's Supplies. In addition, the Owner shall ensure that the Builder is permitted to use and handle all of the Owner's Supplies for the purposes of this Contract so as enable the Builder to install the same on board the Vessel without any delay relating to license, use payments or any other intellectual property matters.

21.5 All copyright, trade mark, patent and other intellectual property rights, and all similar rights of ownership or other proprietary rights, created or developed by the Owner or any of its employees, agents, consultants or contractors in connection with the arrangement suggestions contained in the Owner's proposed version of the GAP - REGENT – Luxury Cruise Newbuild produced by IMA and dated 3^rd September 2011 (the "IMA GAP") - provided by the Owner to the Builder, is and shall remain the exclusive property of the Owner who reserves all proprietary rights and other rights in and to the same. The Builder shall not have or obtain any rights of ownership or other rights in or to the IMA GAP except the right to use the same in order to perform its obligations under this Contract. Notwithstanding the Owner's rights in the IMA GAP, the Owner's inputs in connection with the development of the Specification and the Plans, and the Owner's provision of Architectural Drawings and approvals under this Contract, the Builder shall be solely responsible for the design and construction of the Vessel.

21.6 Subject to Article 21.5, all copyright, trade mark, patent and other intellectual property rights, and all similar rights of ownership or other proprietary rights, created or developed by the Builder or any of its employees, agents, consultants or contractors for creating the Specification and the Plans, with the sole exception of the IMA GAP (the "Builder's IPR") in connection with the Vessel or any matter which is the subject of this Contract, is and shall remain the exclusive property of the Builder who reserves all proprietary rights in and to the same.

21.7 The Owner shall not have or obtain any rights of ownership or other proprietary rights in or to any of the Builder's IPR. However, the Builder hereby irrevocably grants to the Owner, its permitted assigns, and to future owners, operators and managers of the Vessel a perpetual, transferable, non-exclusive worldwide royalty free license to copy, communicate and use the drawings, manuals, plans and other documents to be provided by the Builder at delivery for the purposes of carrying out maintenance works, repairs or post-delivery modifications to the Vessel, to market the Vessel for charter or sale, or to exercise its rights and perform its obligations under this Agreement. To the extent that any of the Builder's subcontractors owns any of the Builder's IPR, the Builder shall ensure that the relevant subcontractors grant consent for the foregoing purposes.

ARTICLE 22

Responsibility after Delivery

On delivery of the Vessel to the Owner (and subject always to any agreed obligations of the Builder that will continue after delivery including in relation to the removal of minor non-conformities or the Builder's completion of other works, tests or measurements after delivery), every responsibility for the safety and generally for the condition of the Vessel is transferred to the Owner, remaining on the part of the Builder only the guarantee obligations set forth in Article 25.

ARTICLE 23

Insurance

Builder will provide the Owner with a copy of the insurance cover note and other usual available documents specifying the terms and underwriting security for the insurances.

ARTICLE 24

Modification to Plans and Specification

24.7 In the event that, subsequent to the date of signature of this Contract variations are made to the provisions compliance with which is compulsory, the Builder shall notify the Owner in writing of the consequent modifications with their relevant price and other variations necessarily occasioned by such changes (which shall be determined having regard to the provisions of this Article, except for section 24.6).

The Owner may first apply, or if such action should properly be taken by the Builder may require that the Builder shall first apply, for a formal waiver of compliance with such changed requirements from the authority by whom the changes have been promulgated, if the Owner consider that the operation of the Vessel in its intended service would permit of such waiver. In such event the Builder will fix a reasonable time limit after which if the waiver has not been obtained, the Builder will go on with the necessary variations. Any additional costs caused by the application for such waiver whether or not obtained shall be for account of the Owner and the date of delivery of the Vessel if actually delayed thereby shall be extended by the time used in connection with the waiver application.

24.8 In the case of any substantial modification (meaning any modification where the cost would be likely to exceed €[*]), the Builder will provide a detailed budgetary articulation (including engineering, material, manpower, cost of subcontractors and materials, Builder’s mark-up and

other information requested by the Owner) in respect of the quotation submitted so as to afford the Owner reasonable sufficient evidence of the activities, works and costs involved.

24.9 Each party will act reasonably in respect of the matters covered by this Article 24.

ARTICLE 25

Guarantee - Liability

25.1 The guarantee of the Vessel shall have the validity of [*] calendar months commencing on the date of the delivery of the Vessel to the Owner, extendable only by virtue of paragraphs (3) or (6) of this Article.

25.2 On the Owner's request, the Builder shall, at its own expense, repair and/or, if necessary, replace at one of its yards any defects or deviations in the Vessel or its design which are either notified by the Owner on delivery or which are not apparent on a reasonable external examination at delivery of the Vessel, provided that such defects and deviations be notified in writing to the Builder on delivery (in the case of such as are discovered on or before delivery) or, at the latest, within one month from the date of their discovery by the Owner.

25.3 If for operational reasons the guarantee dry docking of the Vessel cannot reasonably be carried out before the expiration of the said [*] month period, then the guarantee dry docking can be postponed up to [*] months after delivery of the Vessel. The Builder will agree to perform the guarantee work at the postponed dry docking, provided that all warranties items are jointly listed and properly specified within one month from expiry of the warranty period, and that the relevant suppliers and subcontractors agree to perform the work during the deferred period without any additional cost for the Builder (subject however, notwithstanding Article 25.6, to a warranty of 6 months on the repaired work or replaced part), the Builder agreeing to use its reasonable commercial efforts to obtain the agreement of the relevant suppliers and subcontractors.

If any of the Builder's relevant subcontractors claim increased costs for carrying out any works required by reason of a postponed guarantee dry docking against the costs that would have applied if the dry docking had been carried out within the [*] month period, the proven excess shall be for the Owner's account provided that the Builder will promptly notify the Owner of any

such claims and, in co-operation with the Owner, the Builder will use its reasonable commercial efforts to minimize any such increased costs. The Owner, on advance written notice to the Builder, may decide to have an underwater inspection of the Vessel’s hull upon expiration of the guarantee period, to assess the condition of the Vessel's underwater parts.

25.4 The Builder shall provide a guarantee to the Owner in relation to the paint for the Vessel on the same terms as that provided by the paint supplier to the Builder. Such guarantee shall be on the basis that the paintwork shall be carried out under the supervision of and to the satisfaction of authorized representatives of the paint supplier. The Builder shall be responsible for arranging for such supervision.

relevant expenses will be borne and paid by the Builder unless the Owner also carries out work for its account during the dry-dock period in which case the dry-dock costs will be allocated proportionately between the parties.

referred to (i), (ii) and (iii) above, the Owner shall pay to the Builder remuneration for the extended period of the technician's stay equal to that provided for in the ANIE tariffs. The presence on board of the technician shall in no way affect the Owner's liability regarding the good operation of the Vessel nor shall affect the liability of the Builder provided for in this Article or in relation to minor non-conformities.

25.18.  Subject to performance by the Builder of its obligations under this Article 25 and subject to any agreements made by the parties at or before delivery (for example in relation to the remedy of minor non-conformities and other works, measurements and tests to be completed by the Builder at its expense, risk and time after delivery), the Owner waives, with the guarantee agreed upon in this Article 25, any further greater or different guarantee or liability by the Builder.

25.19  The guarantee period provided for in this Article 25 will be extended should the Vessel remain out of service for more than [*] continuous days due to a defect for which the Builder is responsible, by on a day for day basis by any day during which the Vessel is actually prevented from entering or remaining in scheduled passenger service solely on account of any defect or deviation covered by the Builder's guarantee under this Article 25.

ARTICLE 26

Permissible Delay

26.1  Should the Builder be delayed or prevented from tendering delivery of the Vessel by the date specified in Article 8.3 owing to any cause or event reasonably to be considered beyond the control of the Builder including, but not limited to, Acts of God; engagement in war or other hostilities, civil war, civil commotions, riots or insurrections; requirements of civil or military authorities; blockades or embargoes; vandalism; sabotage; epidemics or sickness above the normal statistics of the Builder's Yard; labor shortages or overtime abstensions or strikes or lockouts or other industrial actions, but only if any of such causes or events are general in nature and do not involve only the work force of the Builder’s Yard and/or its subcontractors or their employees; earthquakes; landslides; floods; extreme adverse weather conditions not included in normal planning arrangements; failure of electric current; damage by lightning, explosions, collisions, strandings or fire; accidents resulting in material damage to the Vessel; shortage of materials and equipment or inability to obtain their delivery,

provided that such materials and equipment at the time of ordering could reasonably be expected by the Builder to be delivered in time and were ordered in time; delays by land, sea or air carriers; casting, forging or machining rejects or defects in materials, machinery and equipment, provided that the same could not have been avoided or detected by the Builder and/or its subcontractors or their employees using reasonable care; any other cause or event of a similar nature to any of the above reasonably to be considered beyond the control of the Builder; delays caused by delay of the Classification Society or other bodies whose documents are required in issuing such documents; any Owner's Delay (but without prejudice to any other rights of the Builder under this Contract); the effect of the foregoing on the Builder's other commitments; all the foregoing irrespective of whether or not these causes or events occur before or after the date hereinbefore specified as the date on which the Vessel is to be delivered;

Provided that:

then and in any such case the delivery date of the Vessel shall, subject to the following provisions of this Article 26, be extended by the number of working days of delay actually incurred by the Builder in completing and delivering the Vessel in consequence of any of these causes or events.

The period of any such permitted extension, and any other extension of the delivery date permitted by any of the other express provisions of this Contract, shall be a "Permissible Delay".

26.2 As soon as reasonably possible and – in any case - within [*] days after the Builder's management (including its project team) becomes aware of the occurrence of any cause or event, or their effects on the Builder's work under this Contract which it expects may give

rise to a Permissible Delay, the Builder shall notify the Owner in writing of the occurrence of the relevant cause or event. Thereafter the Builder will keep the Owner regularly informed about the steps taken, where applicable, to mitigate any delay in the completion and delivery of the Vessel and the predicted effects (if any) on the Delivery Date. Further, as soon as reasonably possible after the occurrence of any cause or event that by its nature is continuing and – in any case - within [*] days after the end of any cause or event which may give rise to a Permissible Delay, the Builder shall notify the Owner in writing that such cause or event has ended and of any Permissible Delay claimed by the Builder. Any failure by the Builder to comply with the notice requirements set out in this Article 26 will operate as a waiver by the Builder of its right to a Permissible Delay by reason of the occurrence of the relevant cause or event. Notwithstanding the foregoing provisions of this Article 26.2, if the cause or event giving rise to a claim for Permissible Delay is an Owner's Delay, then the Builder will not be obliged to give the notice referred to in the first sentence of this Article 26.2 in respect of such cause or event. However, when the relevant action has been taken by the Owner, and if the Builder expects that the cause or event may delay or prevent the Builder from tendering delivery of the Vessel by the date specified in article 8.3, the Builder will notify the Owner of the Permissible Delay claimed by the Builder in respect of the relevant Owner's Delay.

26.3 Notwithstanding any provision to the contrary in this Contract, the Builder shall not be entitled to claim a Permissible Delay under this Article 26 or any other Article of this Contract if and to the extent that the relevant delay was caused by a breach of any of the obligations of the Builder under this Contract or by the gross negligence or willful misconduct of the Builder, its servants or agents or of any of the Builder's subcontractors, their servants or agents.

26.4 For the purposes of this Contract "Owner's Delay" means any default action or omission on the part of the Owner including (without limitation) (a) any failure by the Owner to deliver any Owner’s Supplies or relevant data, information or assistance, by the relevant due date under Article 4, or (b) any failure by the Owner to supply the Architectural Drawings or to indicate or approve materials, colors and other required matters by the relevant due date in the Public Room Schedule, or (c) any extension of the delivery date by operation of Article 11.2.

ARTICLE 27

Confidentiality

27.1 After the date of this Contract, the parties will agree to the terms and publication date(s) of press announcements in relation to the construction of the Vessel.

27.2 Save as provided in Article 27.1, the parties shall treat as confidential and use all reasonable efforts to ensure that their respective agents, officers, employees, workmen, subcontractors, and other representatives treat as confidential, the provisions of this Contract provided that: each party may, with the prior written consent of the other, disclose to any third party information relating to the matters referred to in this Article 4.2; and each party shall be entitled to disclose any such information to their shareholders or prospective shareholders, bankers, auditors and/or legal advisors or to rating agencies (providing that such agencies are informed of the confidentiality restrictions relating to the information so disclosed), or to such extent as may from time to time be required by law or contract or the rules or regulations of any applicable stock exchange or similar body.

ARTICLE 28

Contract Expenses

ARTICLE 29

Assignment of the Contract

29.1 Subject to the proviso to this Article 29.1, the Owner may assign any or all of its post-delivery rights under this Contract (i) to the Owner's financiers, or (ii) to any party to whom the Owner contracts the operation or management of the Vessel provided that no such assignment shall increase the scope of the Builder's post-delivery obligations to the Owner or render performance of such obligations more onerous for the Builder.

29.2 The Owner may assign or transfer this Contract to any member of the corporate group to which the Owner belongs, upon prior written notice to the Builder and provided that in the reasonable opinion of the Builder such assignment/transfer does not otherwise affect its position or expectations under this Contract. In addition, subject to obtaining the prior written approval of the Builder (which shall not be unreasonably withheld or delayed) and complying with any conditions reasonably required by the Builder, the Owner may transfer this Contract to any third party, provided also that such assignment should not affect, in the Builder opinion, the proper completion of the Vessel construction.

29.3 The Builder shall not be entitled to assign or transfer this Contract to any third party without the prior written approval of the Owner but it will be entitled to assign this Contract to a wholly controlled subsidiary upon prior written notice to the Owner and provided that in the reasonable opinion of the Owner such assignment does not otherwise affect its position or expectations under this Contract, provided that the Builder shall be entitled to assign its right to receive payments due from the Owner under this Contract to the banks or other financial institutions that finance the Builder's construction of the Vessel.

ARTICLE 30

Law of the Contract - Disputes

of a request by one party to do so, the dispute shall be determined as provided in Article 30.3.

30.3     Without prejudice to Article 30.2, if any disagreement or dispute arises between the parties as to any matter regarding this Contract that cannot be settled by the parties themselves, the matter in dispute shall be determined by a Board of three Arbitrators in accordance with the Arbitration Acts 1996 as enacted and amended. The arbitration shall take place in London. The relevant award shall be final.

30.4     Each party agrees that neither party shall be liable to the other under or in connection with this Contract for any form of consequential, exemplary, indirect or special loss or damage of any nature whatsoever, however caused and whenever arising.

ARTICLE 31

Addresses for Correspondence

Address: 8300 NW 33^rd St, Suite 101, Miami FL 33122 USA

Telephone: +1 305 514 2235

Email: rlindsay@prestigecruiseholdings.com

Telefax: +1 305 514 2297

Address: as above

Telephone: +1 305 514 2773

Email: jguidicy@prestigecruiseholdings.com

Telefax: +1 305 500 2835

and c.c. Mr Frank Del Rio, Chairman and CEO

Telephone: +1 305 514 2301

Email: frankdelrio@ prestigecruiseholdings.com

Fincantieri Cantieri Navali Italiani S.p.A.

Merchant Shipbuilding General Unit

Passeggio S. Andrea 6

34123 Trieste, Italy

Whenever this Contract requires that notice and/or notification shall be given in writing, such notice and/or notification may validly be given by letter, by telefax or by e-mail.

All approvals or consents required under this Contract shall be given in writing by letter, telefax or email from the duly authorized representative of the relevant party.

ARTICLE 32

Effectiveness of Contract

32.1      Notwithstanding signature of this Contract by both parties or any other provision of this Contract to the contrary, this Contract shall not have any legal effect whatsoever until the time on the date (the " Effective Date") when: the Owner has confirmed in writing to the Builder that it and its lenders have signed a final and binding term sheet detailing the main terms and conditions for the financing of the Contract Price; and the 30^th June 2016 date specified in Article 8.6 has been

reconfirmed or reset by written agreement of the parties, if a reset is required under Article 8.6.

32.2      Notwithstanding signature of this Contract by both parties or any other provision of this Contract to the contrary, if by 31st July 2013 (subject to any extension agreed in writing by the parties) the Owner has not executed final and binding definitive documents for the financing of the Contract Price, written notice of which shall be immediately sent by the Owner to the Builder, then either party may cancel this Contract by written notice given to the other party at any time thereafter.  In the event of the exercise by either party of its right to cancel this Contract under this Article, this Contract shall, with effect from such cancellation, be null and void and neither party nor any of its respective parents, subsidiaries, affiliates or any of the officers or employees of any of the foregoing shall have any liability or obligation whatsoever under or in connection with this Contract or in connection with its cancellation, except that the Builder shall immediately refund the payments previously made by the Owner under Article 10.1.

Authorized Signatures