郭文贵破产案 · ORDER · ECF #183-2

元数据

当事人: 郭文贵 (Guo Wengui / Miles Guo / Ho Wan Kwok)
法院: CTB
案号: 22-50073
ECF #: 183
类型: ORDER
立案日: 2022-04-06

原始法庭文件为英文，下方为英文全文。

全文

Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 1 of 104

# **EXHIBIT 9**

### **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 252 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 2 of 104

# Genever Holdings LLC

Corporate Documents

### LIABILITY COMPANY AGREEMENT

### OF

## GENEVER HOLDINGS LLC *./l*

LIMITED LIABILITY COMPANY AGREEMENT made as ofthe *11* :ay -d--............::....;..\_---1- , 2015 by and among (a) GENEVER HOLDINGS LLC (the · d b) the persons identified on Schedule A as members of the Company · li to as th~ "Members" and each individually, a "Member").

The Members are entering into this Agreement in order to form the Company as a New York limited liability company by organizing the Company in accordance with the New York Limited Liability Company Law, as amended from time to time (the "Act").

The parties hereto desire to set forth the terms and conditions for the operation of the Company. This Agreement sets forth fully the agreements and understandings of the Members in respect of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Definitions.

1.1 ''Family Group," with respect to any Member, includes (i) with respect to any Member who is an individual, such Member's spouse and descendants, (ii) with respect to any Member that is a trust, any beneficiary of the trust and the spouse and descendants of any beneficiary and (iii) with respect to any Member that is an entity, any beneficial owner of such entity and the spouse and descendants of any such beneficial owner.

1.2 "Membership InteresC means the ownership interest of a Member in the Company. The Membership Interest of each of the Members as of the date hereof is set forth on Schedule A.

1.3 "Property" shall have the meaning set forth in Section 5.

2. Name. The name of the Company shall be GENEVER HOLDINGS LLC.

3. Articles; Ccrtificatc:-i. The Members, from time to time as such Members deem advisable, may, by written instrumcn~ elect one or more additional natural persons and designate them as "authorized persons" of the Company. The Members or any officer or authorized person shall execute, deliver and file any other articles and/or certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

### **GENEVER HOLDINGS CORPORATION**

### . **GENEVER HOLDINGS LLC**

### Designation of Authorized Person

The undersigned, being an Authorized Person of Genever Holdings Corporation, a

British Virgin Islands limited company (the "Corporation"), hereby makes the following

delegation of authority:

**THE AUTHORIZED PERSON** hereby designates each of Ira Gilbert, Esq. and Steven Simkin, Esq., acting alone or jointly, as an "Authorized Person" ofGenever Holdings LLC ( "Genever New York''), a New York limited liability company of which the Corporation is the sole member, and delegates authority to and directs each of them to enter into a purchase agreement with Sherry 1800s LLC, as seller, for the purchase of certificates of stock in The Sherry-Netherland, Inc., a cooperative apartment located at 781 Fifth Avenue, New York City, New York (the "Sherry-Netherland") with respect to UNITS 1801, 1804, 1807, 1809, 1811, and Servant's Room 1519) on terms and conditions as have been discussed among representatives of the Corporation and Genever New York and the director and sole shareholder of the Corporation. This authority is non-delegable by either of Messrs. Gilbert and Simkin.

**Pursuant to this designation of authorized person,** Messrs. Gilbert and Simkin are each authorized to take such other actions and make such revisions to the purchase documents as such person deems advisable or necessary in order to carry out the actions authorized in this designatiof½ the approval of such revised documents being evidence of such authorized person's determination. *k~*

Dated as of February 17, 2015

Michael F. O'Connor Authorized Person

British Virgin Islands Certificate of Incorporation

INDEX NO. 652077/2017

NYSCEF DOC. NO. 252

NEW YORK COUNTY

Case Z

FILED

8 x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x

### TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004

104

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15CB9415B5

### CERTIFICATE OF INCORPORATION (SECTION 7)

The REGISTRAR of CORPORATE AFFAIRS, of the British Virgin Islands HEREBY CERTIFIES, that pursuant to the BVI Business Companies Act, 2004, all the requirements of the Act in respect of incorporation having been complied with,

Genever Holdings Corporation

BVI COMPANY NUMBER: 1862840

is incorporated in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY, this i 3th day of February, 2015.

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for REGISTRAR OF CORPORATE AFFAIRS 13th day of February, 2015

# British Virgin Islands Share Certificate

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# British Virgin Islands

# Director Registry

## **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 252 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 10 of

104

| Cllent Register of Directors OGBVIU, | | | | 18. Februa,y 2015 Page | |--------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|---------------------------------------------|---------------------------| | | | Genever Holdings Corporation | | !aul | | Current Directors | | | | | | Formal Name Residential Address | Mr Ho Wan Kwok 49th Floor Bank of China Tower No.1 Garden Road CENTRAL Hong Kong | Statutory Ref. Occupa11on Natfonalfty Date of Blr1h Date Appolnled Notes | Investor Chinese 10/05/68 13/02/15 | | | Formor Names Surname Forename | | | | | | Current Secretaf'{ | | | | | | Company Name Plaeeot Incorporation Principal Office | Ell1111 Secretaries (BVI) Limited British Vlrgln Islands Nem <lurs chambers<br="">Road Town Tortola VG1110 British Virgin Islands</lurs> | Statutory Ref. Date Appointed Notes | 13102/15 | | | Former Names Previous Name | | | | | | former Directors | | | | | | Company Name Place Of | Elian First Director (BVi) Limited British Virgin lsl11nds | | | |

| former Directors | | | | |------------------|------------------------------------|----------------|----------| | Company Name | Elian First Director (BVi) Limited | | | | Place Of | British Virgin lsl11nds | | | | Incorporation | | Date Appointed | 13/02/15 | | Principal Office | Nemours Chambam | Date Resigned | 13/02/15 | | | Road Town | Notes | | | | Tortola VGl 110 | | | | | BritiSh Virgin Islands | | |

f9IT!Jer Namu **Previous Name**

# British Virgin Islands

# Bylaws

No:1862840

![](_page_11_Picture_2.jpeg)

### British Virgin Islands

The BVI Business Companies Act 2004

**Elian Fiduciary Services (BVI) Limited** Nemours Chambers Road Town, Tortola British Virgin Islands VG **111** O

![](_page_11_Picture_7.jpeg)

### Territory of the British Virgin Islands

### The BVI Business Companies Act 2004

### Memorandum of Association

### Genever Holdings Corporation

### a company limited by Shares

- 1 Name - 1.1 The name of the Company is Genever Holdings Corporation.

### 2 Status

- 2.1 The Company is a company limited by Sha - ల Registered office and registered agent - The first registered office Company is at Nemours Chambers, Road Town, Tortola, 3.1 British Virgin Islands, the office of the first registered agent. - 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 The first registered agent of the Company is Elian Fiduciary Services (BVI) Limited of 3.2 Nemours Chambers, Road Town, Tortola British Virginilslands. A Religionalist . - 3.3 The Company may change its registered office or registered agent by a resolution of directors or a resolution of members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.

### 4 Capacity and power

- 4.1 The Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate benefit: - (a) any transaction; and - (b) - 4.2 There are subject to clause 4.1 no limitations on the business that the Company may carry on,

### 104

### **6 Number and classes of Shares**

- 5.1 The Company is authorised to issue a maximum of 50,000 Shares of US\$0.001 par value each of a single class. - 5.2 The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.

### **6 Designations powers preferences of Shares**

- 6.1 Each Share in the Company confers upon the Member: - (a) the right to one vote at a meeting of the Members of the Company or on any Resolution of Members; - (b) the right to an equal Share In any dividend paid by the Company; and - *·<::r:t,-ii,1u.~:t:~.?r~ttti..1~~'.f.r~~~-,~ .. :* \_ (c) the light to an equal S~9r~r•~;~he 01t\r.i~4tt~ffbq!Je surplus assets of the Company on Its liquidation. *.{'<:,:~".p'g,o:. ~tr;f* .;lc;.:t(';'-,, - **6.2** The directors may at .f1f&iscretion;~; ~~~t9,tidtiJ-r;.6fS:f.~lfectors redeem, purchase or otherwise acquire all o~ a-nyi6f the Shar . ~U:ia CorriB.apy ,~ubject to Regulation 3 of the ::~~::~n **of righ~ t?,** ~i:~:. L~~•(::. ~: ,) *[?)*

### **7**

The rights attached to Shtil'tfJ. *al~~J~:~ m* :9!~~~trm~~~;3'nty, whether or not the Company is being wound up, be varierh~ith ffie-· consent i; w~wng of or by a resolution passed at a meeting by the holders of more ttV§n1q.Q".' 9~TJ!·9fithie issued Shares of that class.

### **6 Rights not varied by the Issue of Shares part passu**

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue **of** the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking part passu therewith.

### 9 Registered Shares

- 9.1 The Company shall issue registered Shares only. - 9.2 The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.

### **10 Transfer** of **Shares**

- 10.1 A Share may, subject to the provisions of the Articles, be transferred subject to the prior or subsequent approval of the Company contained in a Resolution of Members or a Resolution of Directors. - 10.2 The Members and/or the directors may in their absolute and unfettered discretion refuse to approve any intended transfer of a Share. - 11 Amendment of memorandum and articles - 11.1 The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors: - (a) to restrict the rights or powers of the Members to amend the Memorandum or Articles; - - - - **12** - 12.1

**Articles** means the attached Articles of Association of the Company;

Chairman of the Board has the meaning specified in Regulation 13;

Distribution in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

**Eligible Person** means"individuals, corporations, trusts, the estates of deceased individuals, **partnerships** and **unincorporated** associations of persons;

**Member** means an Eligible Person whose name is entered in the **register** of members of the Company as the holder of one or more Shares or fractional Shares;

Memorandum means this Memorandum of Association of the Company;

**Resolution of Directors** means either:

- (a) a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the dlrectors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or - (b) a resolution consented to in writing by all directors or by all Members of a committee of directors of the Company, as the case may be;

**Resolution of Members** means either:

- (a) a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present~rttje,me~ting and were voted; or .:4ti1 ~:::f, ~.:: t) *f* {}\-:i::/?.l!;:i., - (b) a resolution consel}t ~- · \n.:~nti~ij1 i:6,mi::dlaJ91U~t.Pf the votes of Shares entitled to **vote** thereon; /ll;/'' :if, ,,>"~;,' ~;,;;}\

**Seal** means any seal w\_wi~~·h\$s be~n c;f(l tecf ~s tnj~cgf!i~on seal of the Company; *Ht i.:..-* l;i : -: *.-.:* rJ1 ".'.:·• ft

Securities means Sha~s• ai~:debt\_gbl '.ot -~v~ry/~trfd~~t the Company, and including )-<0 · *Y,* , ., ~- *-::J~* ,,. · .., }-t. without limitation option~tl wa · · s,an· cquf har~ or debt obligations;

\ \_\_ ,,::~:.s ->. , . . • •. • ."· <-.•. **.~f Share** means a Share issu~-or'toi~, · \~Y.J~~t€omg~y; (f "1",:>l,'>.,."11~- ,\_ ~;, -.:-~•1'Vt4r .. 3l-., *'ijfi'*

**Treasury Share** means a Shar~:::;that~.xva~ pr'evt9Mi51y1 'iisued but was repurchased, redeemed ""••lt{~~;-':1'".J~tiif",t1·<',"'~ or otherwise acquired by the Company and not cancelled; and

**written** or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and 11 in writing" shall be construed accordingly.

- 12.2 In the Memorandum and the Articles, unless the context otherwise requires a reference to: - (a) a Regulation is a reference to a regulation of the Articles; - (b) a Clause is a reference to a clause of the Memorandum; - (c) voting by Member is a reference to the casting of the votes attached to the Shares held by the Member voting;

(d) the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and

**FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 252 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 17 of 104

- {e) the singular includes the plural and vice versa. - 12.3 Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the M~orandum and Articles unless otherwise defined herein. - 12,4 Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.

We, Elian Fiduciary Services (BVI) limited of Nemours Chambers, Road Town, Tortola, British Virgin Islands, for the purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign this Memorandum of Association.

Dated the 13th day of February, 2015

lncorporator

Signed for and Nemours Chambers, Road Tow

Charlotte Balley Print name· ---- signatory

5 -155Z0821-2

### Territory of the British Virgin Islands

### The BVI Business Companies Act 2004

### Articles of Association

### Genever Holdings Corporation

### a company limited by Shares

### 1 **Registered Shares**

- 1.1 Every Member is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles. - 1.2 Any Member receiving a certifi and officers hannless from wrongful or fraudulent u thereof. If a certificate wom out certificate or required by a f(esoluti hold the Company and its directors they may Incur by reason of any · on by virtue of the possession enewed on production of the ·th such indemnity as may be - 1.3 If several Eligible Pe Eligible Persons may giv a y Shares, any one of such - **2 Shares** - 2.1 Shares and other Securities may be option to acquire Shares or other Securities may be granter at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine. - 2.2 Section 46 of the Act does not apply to the Company. - 2.3 A Share may be issued for consideration In any form, including money, a promissory note, real property, personal property (Including goodwill and know-how) or a contract for future services. - 2.4 No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating: - (a) the amount to be credited for the issue of lhe Shares; - (b) their determination of the reasonable present cash value of the non-money consideration for the issue; and

- (c) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares. - (d) The Company shall keep a register **(register** of members) containing: - (e) the names and addresses of the persons who hold Shares; - (f) the number of each class and series of Shares held by each Member, - (g) the date on which the name of each Member was entered in the register of members; and - (h) the date on which any Eligible Person ceased 1o be a Member. - 2.5 The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage fonn shall be the, gri§inal.regis!~r of members. - 2.6 *,;i~::"~)* 0 RP{)~i;i~~i'.,. A Share is deemed to be .\~~li~,<f~~€3If~tfltJ.~nar,i§..~fitpe,k~lember is entered In the register of :::::~ *l}lc-··* ~~lt{;~ . - **3** - 3.1 Shares that are not fu\ly::paiJI-:~n ;i3~~ ~!Jo J~~f forf1ture provisions set forth in this Regulation and for this~\_purp!iSJ:: h~r: for a, prgmiss~ry note or a contract for future u, ·••£ft; •llservices are deemed to'be n yip -~-:--:~:/ *i}* '\ • ~;{;;';, ·i' · . • . · I; ·\~• ·:~zif' '(' *,~ir}* - 3.2 A written notice of call s~cifying-tfi~clati}~joi-~ym~r;itfo be made shall be served on the Member who defaults in making~pay;01ent hires ~crcffthe Shares. .... }11.i:~tt ""'~'· - 1 - 3.3 The written notice of call referred to in Regulation 3. 1 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, In respect of which payment is not made will be liable to be forfeited. - 3.4 Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates. - 3.5 The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Regulation 3.3 and that Member shall be discharged from any further obligation to the Company.

### **4 Transfer of Shares**

- .4.1 Subject to the Memorandum Shares may be transferred by a written Instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. - 4.2 The transfer of a Share is effective when the name of the transferee is entered on the register of members. - 4.3 If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the Instrument has been lost or destroyed, they may resolve by Resolution of Directors: - (a) to accept such evidence of the transfer of Shares as they consider appropriate; and - (b) that the transferee's name should be entered In the register of members notwithstanding the absence of the instrument of transfer. - 4.4 Subject to the Memorandum rt transfer a Share even tho transfer. ative of a deceased Member may not a Member at the time of the

### **6 Distributions**

- 5.1 The directors of the C time and of an amou authorise a distribution at a n reasonable grounds, that. assets will exceed its liabilities - 5.2 Dividends may be paid in mon;;~Shar.,~~t.£tli!Ul~ · - 5.3 Notice in writing of any dividend that may have been declared shall be given to each Member in accordance wi.th Regulation 21 and all dividends unclaimed for 3 years after notice shall have been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company. - 5.4 No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

### **6 Redemption of Shares and Treasury Shares**

6.1 The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Member whqse Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any .other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent

8 -15520621-2

- 6.3 The Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have his Shares redeemed or to have his Shares exchanged for money or other property of the Company, or - 6.4 The Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act. - 6.5 Sections 60, 61 and 62 of the Act shall not apply to the Company. - 6.6 Shares that the Company purchases, redeems or othelWise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are In excess of 50 percent of the issued Shares in which case they shall be cancened but they shall be available for reissue. - 6.7 All rights and obligations atta exercised by the Company Share are suspended and shall not be Treasury Share. - 6.8 Treasury Shares may b.· otherwise inconsisten~I, Resolution of Directo~tl .. *• 111* • ;~'\:.: . such terms and conditions (not *ii.* ) as the Company may by - 6.9 Where Shares are het~'B' indirectly, Shares haviff- m other body corporate, a corporate are suspended e Company holds, directly or the election of directors of the e Shares held by the other body other body corporate. - 7 **Mortgages** and **charges** of Sh - 7 .1 A Member may by an instrument in writing mortgage or charge his Shares. - 7.2 There shall be entered In the register of members at the written request of the Member: - (a) a statement that the Shares held by him are mortgaged or charged; - (b) the name of the mortgagee or chargee; and - (c) the date on which the particulars specified in 7.2(a) and 7.2(b) are entered in the register of members. - (d) Where particulars of a mortgage or charge are entered in the register of members, such particulars *may* be cancelled: - (e) with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

- (f) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. - (g) Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation: - (h) no transfer of any Share the subject of those particulars shall be effected; - (i) the Company may not purchase, redeem or otherwise acquire any such Share; and - (i) no replacement certificate shall be issued in respect of such Shares, - (ii) without the written consent of the named mortgagee or chargee.

### 8 Meetings and consents of Members

- 8.1 Any director of the Company may convene meetings of the Members at such times and in such manner and places withing of outside the British (irgin Islands as the director considers 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 necessary or desirable. - Upon the written request of Members entitled to exercise 30 per cent or more of the voting 8.2 rights in respect of the matter for which the meeting is reguested the directors shall convene a meeting of Members. - 8.3 The director convening a meeting shall give not less than 7 days' written notice of a meeting of Members to: - those Members whose names on the date the notice is given appear as Members in (a) the register of members of the Company and are entitled to vote at the meeting; and - (b) the other directors. - 8.4 The director convening a meeting of Members may fix as the record date for determining those Members that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice. - 8.5 A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds. - 8.6 The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the meeting.

8. 7 A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.

- 8.6 The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. - 8.9 The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.

### **[Name of Company]**

IN\/e being a Member of the above Company HEREBY APPOINT [ ) or failing him [ ] of ( ] to be my/our proxy to vote for me/us at the meeting of Members to be held on the [ J day of [ J, 20[ J and at any adjournment thereof.

Signed this [ ] day of [ J, 2 Member . :\1 ! /JJ er.' *·i·*

8.10 The following applies

> (a) if two or more persons '(l-i,, by proxy at a meeting'·o .:il'ihem *may* be present in person or 'e1i1< as a Member;

f-\$'

- (b} If only one of the Joint owners is present in person or by proxy he may vote on behalf of all joint owners; and - (c) if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest) In the register of members in respect of the relevant Shares shall be recorded as the vote attributable to the Shares. - 8.11 A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other. - 8.12 A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entltled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or

11 • 15520821-2

more classes of Shares, a meeting may be quorate for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.

- 8. 13 If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are present within one hour from the,.,time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting sha!I be dissolved. - 8.14 At every meeting of Members, the Chainnan of the Board shall preside as chairman of the meeting. If there is no Chairman of the1 ,~Q;S!JJJ r ff the Chairman of the Board is not present at the meeting, the Memt>ers p ,.,, . [F.~·· '•ne. of their number to be the chairman. If the Members are unable to J? -'eijSOn, then the person representing the greatest number of v ' · ·o;~b~t by proxy at the meeting shall preside as chairman failipg< . n the o l)er.\_ or representative of a Member present shall take the 1~2: *{i"* . • \i'~ \ - 8.15 The chairman may, witij :fhel~ns~ht ~ti0.9; a~~j81h1;i11y meeting from time to time, and from place to placel r-1 • •· *rt'* .>;'~ .~ ~. ;i. \_\_ .,;:-: /J - 8.16 At any meeting of the *M:i¼~* '.l~· hawn~n *f* j~~~'c>n~~Jgr for deciding in such manner as he considers appropriate wh~tlJer *an* ""olutibri' proB,9sed has been carried or not and the result of his decision shall be ~~116u~ l .,:t,,~iJ.lleefting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution. he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a-poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meetil)g. - 8.17 Subject to the specific provisions contained In this Regulation for the appointment of representaUves of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the directors may in good **faith** seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Member or the Company.

8.18 Any Member other than an individual may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any cla~ of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise *if* it were an individual.

- 8.19 Toe chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded. - 8.20 Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares. - 8.21 An action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented **to** in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise than by t.he .~nanimous written consent of all Members, a copy of such resolution shall forthw\,thtbffcr.it;(o~~il:Me.cgJ:>ers not consenting to such resolution. ,-, ~. \\_ *'-.1* j *,,.,r ('* ., ..,,,., The consent may be in th! ,, ., :1 ~-~;~mt~r. . · · ~9t1:;founterpart being signed by one or more Members. If the .Sf>!,~~~~tif§qf) OD.~,ff mo, arts, and the counterparts bear different dates, then the,'f( tion shall ·e eff 'b)U · artiest date upon which Eligible Persons holding a suffi6i€nt ~umber of.. ·fshare~?.fo con\$titute a Resolution of Members have consented to thefr~~9~~tion by-\$ig lt.~terpa~~fi ~Ji

# **9 Directors** \"' ~.· *·,:;} ~\: ,{i '}*

- 9.1 The first dir~ctors of t~e'~?mP~O.~!.u~-.;< .-, :~~P;oi led b~f~the firs~ registered agent within 30 days of the incorporation oli4C? Cbrrf Pc'.ID:Y.t~9nd .. ,~fter, the directors shall be elected by Resolution of Member~ or b/.:.'Resolution';rof Di[ecit6rs for such tenn as the Members or , .. ~,•·~ ~,~,.~t:. . .--y • ..l"\~•t"', .~- -~·1,i:"7<:"' directors detennine. - •h-., ·• - 9.2 No person shall be appointed as a director of the Company unless he has consented in writing to act as a director. - 9.3 The minimum number of directors shan be one and there shall be no maximum number of directors. - 9.4 Each director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his eartier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal. - 9.5 A director may be removed from office with or without cause by, - (a) a Resolution of Members passed at a meeting of Members called for the purposes of removing the director or for purposes Including the removal of the director or by a

13 **-15520821 ·2**

written resolution passed by a least seventy five per cent of the Members of the Company entitled to vote; or

- (b) a Resolution of Directors passed at a meeting of directors. - 9.6 A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. **A** director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act - 9.7 The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. - 9.8 - 9.9 The Company shall keep - (a) the names and ors of the Company; - (b) the date on w in the register was appointed - (c) Company; and ceased to be a director of the - (d} - 9.10 The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage fonn, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors. - 9.11 The directors may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. - 9.12 A director is not required to hold a Share as a qualification to office. - **10 Powers** of directors - 10.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of

14 -1552082 f-2

the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation o~ the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.

- 10.2 If the Company is the whoHy owned subsidiary of a holding company, a director of the Company may, when exercising powers or perfonning duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company. - 10.3 If the Company is a subsidiary, but not a wholly owned subsidiary, of a holding company, and the shareholders other than the holding company agree in advance, a director of the Company may, when exercising powers or perfonning duties as a director in connection with the carrying out of the joint venture, act in a manner which he believes Is in the best interests of a Member or some Members even though it may not be in the best interests of the Company. - 10.4 •-?'"7,i;'\*~\ii;t~i;vt.~H • If the Company is carrying o -atJoint \V~ntt'.liet~~t~een shareholders, a director of the Company may, when exerqlsi{ig 'p'1\y~ii:9\_-rtJ ., ~fn :•i",1:-., ~.uties as a director, act in a manner which he believes is in th~ib,i?Nitt&P&sis ,.Ql:the ~'fo o~fi'\pany even though it may not be in -;'t!\_/ ;,,,1, ... :1:+· *,fl,5t* f ;. "l l -~\_7 Ya the best interests of the"'e· ny. .,, .• ,. ~rfi,,'v '1 - jtf;i (c - 10.5 Each director shall exl,,: pex pu~~,\~d shall not act or agree to the Company acting in a![ .. the M~?n'S~a;pdum, the Articles or the Act. '< ' ·,,\_ *f*·~ Each director, in exeroi ormlrig;,J1is ctuties, shall act honestly and in *...:::1* ·< .. *:.,...,,,; r(t:f* good faith in what the di be§!Jo{ere~~ of the Company. - 10.6 \ii~ -, *f* •• , r ·· ·: -:~;ij'' ;, *i,l* . Any direct~r which Is a boo,~,;:o ~\_t~~iti~y,i;~p~i\_~li3~tfy individual\_ as its du!y authorised representative for the purpose •of.r£~Qr~sen.t1n~ 1t0~meetings of the directors, with respect to the signing of consents or otherwis~:•1 ' 1 "~m:rJ'.lffc2,;0,,11"}" 1 ''" - 10.7 The continuing directors may act notwithstanding any vacancy in their body. - 10.8 The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. - 10.9 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Dlrectors. - 10.10 Section 175 of the Act shall not apply to the Company.

### **11 Proceedings of directors**

- 11.1 Any one director of the Company may call a meeting of the directors by sending a written notice to each other directors. - 11.2 The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides. - 11.3 A director is deemed to~ present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. - 11.4 A director shall be given not less than 3 days' notice of meetings of directors, but a meeting of directors heid without 3 days' notice having been given to all directors sha!l be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure \_tg;;gfvrf~otfp1 ~::Qfa~.,,\_rneeting to a director, or the fact that a director has not received the no!tfEt;\~o~lrMi;.in!~'hq; *'':.* tie meeting. ,/ 1 ~t:-~,:~:.f.j;fi• ~!h,v?~:·~' , r,ra;~iLl1:::-~t::~;•:;\-~ - 11.5 A meeting of directors i~:rqutY:g;G'cinstitut , ~for alliJibr)?,"9~~s~~[ at the commencement of the meeting there are preserft 1~"~{~on or t? . ~m:gi;{fioiftes·rtK~n one-half of the total number of pirectors, unless therfaJfaJ:9~1y 2 d,\f~f )i?!1 ca'\~ ·tRf1 ~uorum is 2. - 11.6 ; *ZZ ~t* . . , · ~;t{ . '. -11~ *D~* ~t A director may by a wntten 'fn~truni~~Jl ·an a1te,rn~te ":'.,ho need not be a director and the alternate shall be en\Ued Tt"o.;a\_tten'd~fu;. in the.~,b'sen,~ of the director who appointed .... **"t, .. ,** *.'.,•t£'* **--ct.~** ,. *->-/'fil;! f'Jc'* him and to vote or cons~nt .. iif:-"P.,lace·,; 'fajre¢tor ul)!H the appointment lapses or is **tem1inated.** ~%•~~~:':»~/;( *',~f ti~* :,0;::~ ,.#l'

- 11.7 **If the Company has only one d,tectbr:·Jt1e7:.•pro~sions herein contained for meetings of** directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for alt purposes. - 11.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chainnan of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. If the directors are unable to choose a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate director shall be deemed to be the same age as the director that he represents) shall take the chair. - 11.9 An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors

consented to In writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

## **12 Committees**

- 12.1 The directors may, by -Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee. - 12.2 The directors have no power to delegate to a committee of directors any of the following powers: - (a) to amend the Memorandum or the Articles; - (b) to designate com - (c) to delegate p - (d) to appoint di - (e) to appoint an - (f) - \. i~;\·\<\ ~'< ,~ {g) '. .i1\l~fo1:a pro - *1i:* 12.3 Regulations 12.2(b) and 12.2(c) do no n a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee. - 12.4 The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

### **13 Officers and agents**

13.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

17 ·15520821-2

- 13.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Members, the Chief Executive Officer to manage the day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. - 13.3 The emoluments of all officers shall be fixed by Resolution of Directors. - 13.4 The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. Carrer - 13.5 The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power of authority with respect to the matters specified in Regulation 12.1. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him. 2012/06

### ને પ Conflict of Interests

- 14.1 A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company. - 14.2 For the purposes of Regulation 14.1, a disclosure to all other directors to the effect that a director is a Member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. - 14.3 A director of the Company who is interested in a transaction entered into or to be entered into by the Company may: - vote on a matter relating to the transaction; (a)

- (b) attend a meeting of directors at which a matter relating **to** the transaction arises and be Included among the directors present at the meeting for the purposes of a quorum; and - {c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be iiable to be avoided on the grounds of any such interest or benefit.

### **15 Indemnification**

- 15.1 Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who~<;:'''(;\~'"" ""'""i~~}::t~":'"" - (a) is or was a party ofts-~thr~<;1.te .· . oe'fm~~e"}ltp,~rty to any threatened, pending or completed proceifm1~:s;11t;hethef~Givil, *G~~f?~·'* ,;r~~.ministrative or investigative, by '~ i""~ .. , J;i'\."1- ~""'·~d..,...,\_,,'..,... l~¼f.;.~ ·;-~~\ ''if.: reason of the f a.ct:th~t,he per so · w\_as~a .ctor, Qf the Company; or ~! *t:~* ~H ,,., . *ri:"'·* \:~ w~~~:, 1 - {b) is or was, at th~'. ... ,est° arif s~Plf(){fa\* a director of, or in any other capacity is or ~?fa~11~:g ,efi~:{jpmp'anffrapjhnership, joint venture, trust or + \i: '' j>/",(~t i\} other enterpnsef;. *:;* /:,;." *,ff* \_~it *;,..:,;* ', . . ,<};:.~? *;,f'* - 15.2 The indemnity in Regulatlor;t1 . "'11?i,qj... · n,itfl~" pe(¥5n acted honestly and in good faith with a view to the best interesls:~91!:'e'"b"c:Jri·an·y ~~,~1gfri1 'the case of criminal proceedings, the person had no reasonable cause tO"b"elieverlhat:tm:=iir conduct was unlawful. - 15.3 The decision of the directors as to whether the person acted honestly and In good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved. - 15.4 The termination of any nrn,l"Ot:>rlll'lnC, by any judgment, order, settlement. conviction Of the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. - 15.5 The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director. officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the

Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

### **16 Records**

- 16.1 The Company shall keep the following documents at the office of its registered agent: - (a) the Memorandum and the Articles; - (b) the register of members, or a copy of the register of members; - (c) the register of directors, or a copy of the register of directors; and - (d) copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 1 O years. -

- - 16.2 - - (b) minutes of meetings and Resolutions of Directors and committees of directors; and - (c) an impression of the Seal, if any. - 16.3 Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company ·shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location. - 16.4 The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

### 17 Registers of charges

- 17.1 The Company shall maintain at the office of its register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company: - (a) the date of creation of the charge; - (b) a short description of the liability secured by the charge; - (c) a short description of the property charged; - (d) the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee; - (e) unless the charge is a security to bearer, the name and address of the holder of the charge; and - STATE ATTACTED AT LE CALLER details of any prohibition or restriction contained in the instrument creating the charge (1) on the power of the Company to oreate any future charge ranking in priority to or equally with the charge.

### 18 Continuation

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

19 Seal

> The Company may have more than one "Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

### 20 Accounts and audit

- 20.1 The Company shall keep records that are sufficient to show and explain the Company's transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. - 20.2 The Company may by Resolution of Members call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period. - 20.3 The Company may by Resolution of Members call for the accounts to be examined by auditors. - 20.4 The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by a Resolution of Members or a Resolution of Directors. - 20.5 The auditors may be Members, byt no director of other officer shall be eligible to be an auditor of the Company during their continuance in office - 20.6 The remuneration of the auditors of the Company - in the case of auditors appointed by the directors, may be fixed by Resolution of (a) Directors; and - subject to the foregoing, shall be fixed by Resolution of Members or in such manner (b) as the Company may by Resolution of Members determine. - The auditors shall examine each profit and loss account and balance sheet required to be 20.7 laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not: - (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and - all the information and explanations required by the auditors have been obtained. (b) - 20.8 The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members. - 20.9 Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

20.10 The auditors of the Company shall be entitled to receive notice of. and to attend any meetings of Members at which the Company's profit and loss account and balance sheet are to be presented.

- **21 Notices** - 21.1 Any notice, lnfonnation \_or written statement to be given by the Company to Members may be given by personal service or by mail addressed to each Member at the address shown in the register of members. - 21.2 Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. - 21.3 Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be .eroved by showing that the summons, notice, order, document, process, informatro was delivered to the registered office or the registered agent of th in such time as to admit to its beihg delivered to the registere e Company in the normal course of delivery within the correctly addressed and the postage was prepaid. - **22 Voluntary winding** u

The Company may by voluntary liquidator. solution of Directors appoint a

We, Elian Fiduciary Services (BVI) bers, Road Town, Tortola, VG1110, British Virgin Islands, for the purpose of in VI business company under the laws of the British Virgin Islands hereby sign these Articles of Association.

Dated the 13th day of February, 2015

lncorporator

Signed for and on behalf of Elian Fiduciary Services (BVI) Limited of Nemours Cha~bers',,:P~d Town, Tortola, British Virgin Islands \_ *~UGL \_r~* Signature of authorised fflgnatory Signatu~ *, \_\_ ,,/*

Charlotte Bailey -Print name

Susan Palmer \_\_\_ .,, \_\_\_\_\_\_\_\_ .,..,..,\_.,\_....,\_,,.,.,=, ---~,~~-· - ·----"~ Print name

# British Virgin Islands Director's Authorization

### **AUTHORIZATION TO DA TE DIRECTOR'S RESOLUTION**

> The undersigned is forming a corporation under the laws of the British Virgin Islands, such corporation to be known as Genever Holdings Corporation (the "Company"), Jn connection with the fonnation of the Company, the undersigned has executed a Director's Resolution (the "Resolution'') nominating certain "Authorized Persons," providing for the formation of a limited liability company under the laws of the State of New York to be known as Genever Holdings LLC (the "LLC''), and further providing for the purchase by the LLC of one or more certificates of stock in a cooperative association, all as set forth in more detail in the Resolution.

> The undersigned hereby authorizes, effective as of this 12th day of February 2015. any of Robert B. Barnett, Jerry L. Shulman or Michael F. O'Connor of the law finn of Williams & Connolly LLP to date the Resolution effective on or after the date on which the fonnation of the Company is complete.

### **GENEVERHOLDINGS CORPORATION**

### Written Consent of Sole Director

The undersigned, being the sole director of Genever Holdings Corporation, a British

Virgin [slands limited company (the ~'Corporation"t acting by written consent without a meeting

pursuant to \_\_\_\_\_ \_.\_BVI law], does hereby consent to the adoption of the following

resolutions:

**RESOLVED,** that Andrea L. Sanft, Esq., is hereby authorized as an "Authorized **Person"** of the Corporation to file a certificate of fonnation for the formation of a **New York limited** liability **company** named **Genever** Holdings LLC ("Gen ever **New York")** and **take** such **other acts** and do such other things as are necessary to **permit Genever New York to exist and** obtain authority **to** do business **in** the State **ofNew York and New York City. To the extent necessary** to complete such **actions, the Corporation,** as **the sole member** of **Genever New York,** hereby **authorizes Ms. Sanft** to **enter her** name as "Authorized **Person" for Genever New York for the same purpose.**

**RESOLVED, FURTiiER,** that Michael F. O1 Connor, Esq., is hereby authorized to execute a limited liability company **agreement** for Genever New **York** as an "Authorized Person" with such terms **and** conditions as Mr. O'Connor deems **appropriate.**

**RESOLVED, FURTHER,** that Michael F. O'Connor, Esq. 1 is hereby authorized as an "Authorized Person" of the Corporation to cause the Corporation's subsidiary, Genever New York, to enter into a purchase agreement with Sherry 1800s LLC, as seller, for the purchase of certificates of stock in The Sheny-Netherland, Inc., a cooperative apartment loca1ed at 781 Fifth Avenue, New York City, New York (the "Shen)1-Netherlandn) with respect to UNITS 1801, 1804, 1807 > 1809, 181 1 > and Servant's Room 15 i 9) on terms and conditions as have been discussed among representatives of the Corporation and Gen ever New York and the director and sole shareholder of the Corporation. This authority is delegable by Mr. O'Connor who may designate one or more "Authorized Persons" of Genever New York for the same purpose.

*r-----*

*1*

1 l

**RESOLVED, FURTHER,** that Ms. Santl and Mr. O'Connor urc each uuthorized to take such other actions and make such revisions to documents as such person deems advisable or necessary in order to carry out 1hc actions set forth in these resolutions, the approval of such revised documents being evidence of such authorized person's determination. Each of the Authorized Persons shall act, perform and exercise their sole discrcti()n in the best interest of the Corporation and its shareholder in nny respect and the director of the Corporation is and be authorized to change any of the Authorized Persons us he thinks fit

**Dated as of February 12, 2015**

"•·•·-·--··>"--•-· --~··

) - Lb~ **HoWan WOK**

# British Virgin Islands/New York Designation of Authorized Persons

*V*

## **GENEVER HOLDINGS CORPORATION**

### **GENEVER HOLDINGS LLC**

### Designation of Authorized Person

The undersigned, being an Authorized Person of Genever Holdings Corporation, a

British Virgin Islands limited company (the "Corporation"), hereby makes the following

delegation of authority:

**THE AUTHORIZED PERSON** hereby designates each ofira Gilbert, Esq. and Steven Simkin, Esq., acting alone or jointly, as an "Authorized Person" of Genever Holdings LLC ( "Genever New York"), a New York limited liability company of which the Corporation is the sole member, and delegates authority to and directs each of them to enter into a purchase agreement with Sherry 1800s LLC, as seller, for the purchase of certificates of stock in The Sherry-- Netherland, Irie., a cooperative apartment located at 781 Fifth Avenue, New York City, New York (the "Sherry-Netherland") with respect to UNITS 1801, 1804, 1807, 1809, 1811, and Servant's Room 1519) on tenns and conditions as have been discussed among representatives of the Corporation and Genever New York and the director and sole shareholder of the Corporation. This authority is non-delegable by either of Messrs. Gilbert and Simkin.

**Pursuant** to **this designation of authorized person,** Messrs. Gilbert and Simkin are each authorized to take such other actions and make such revisions to the purchase documents as such person deems advisable or necessary in order to carry out the actions authorized in this designation, the approval of such revised documents being evidence of such authorized person's determination.

Dated as of February *JJ,* 2015

# New York LLC

# Evidence of Formation

ETLED : NEW XQRK, COUNTY CLERKmEddato6222 - Entered Official Interest Production Colorios Colorios Station Production 11/28/2018

104

NYS Department of State - Corporations Public Inquiry System - Session ID: 1586

| DOSPITECS | | CORPORATIONS PUBLIC INQUIRY SYSTEM | | 02/17/15 | |----------------|------------------------------------------------------------|------------------------------------|-------------------|----------| | | | CURRENT STATUS INFORMATION | | | | | CURR NAME GENEVER HOLDINGS LIC | | | | | | | | | | | | NAME ASSMD ********** TYPE 01DA A STATUS A | | | | | | EFFECTIVE DATE 02/17/2015 | BIENNIAL RPT | | | | | ORIG NAME GENEVER HOLDINGS LLC | | | | | | | | | | | | | | | | | INC. DATE | COUNTY DURATION | JURI SDICTION | FOR. INC. | NEP TYPE | | 02/17/2015 | NEWYY | | | | | | | | CORPID 471112 | | | | | | | | | | Process Name CORPORATION SERVICE COMPANY | | | | | Address | 80 STATE STREET | | | | | City, St, Zip | ALBANY | | | | | | | | | | | CEO Name | | | | | | | | | | | | Address | | | | | | City . St, Zip | | | | | | | INF101 - PRESS APPROPRIATE FUNCTION KEY FOR DESIRED ACTION | | | | | Alle | | | | | | I=CERT SEAL 2= | 3=PREVIOUS 4=LIST | | 5=HISTORY 6=STOCK | | | 7 == | 8 == | 9=NAMES | | | | | | | | | | | | | | | | | Increase Font Decrease Font . Disconnect | | | AT OFF | | | | | | |

# New YorkLLC . Operating Agreement

### **OF**

### · **GENEVER HOLDINGS LLC**

*ti* rr /. LIMITED LIABILI1Y COMPANY AGREEMENT made as of the *jJ* day *of-rt:.A!i~,* 2015 by and among (a) GENEVER HOLDINGS LLC (the "Comp~y''), <,~ (b) the persons identified on Schedule *A* as members of the Company (hereinafter referred to as the "Members" and each individually, a "Member").

The Members are entering into this Agreement in order to form the Company as a New York liII)itcd liability company by organizing the Company in accordance with the New York Limited Liability Company Law, as amended from time to time (the ''Act").

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Definitions.

1.1 "Family Group," with respect to any Member, includes (i) with respect to any Member who is an individual, such Member's spouse and descendants, (ii) 'With respect to any Member that is a trust, any beneficiary of the trust and the spouse and descendants of any beneficiary and (iii) with respect to any Member that is an entity, any beneficial owner of such entity and the spouse and descendants of any such beneficial owner.

1.2 "Membership Interest" means the ovmership interest of a Member in the Company. The Membership Interest of each of the Members as of the date hereof is set forth on ~~hcdulc A.

1.3 HProperty" shall have the meaning set forth in Section 5.

2. **Name:** The name of the Company shall be GENEVER HOLDINGS LLC.

3. Articles: Certificates. The Members, from time to time as such Members deem advisable, may, by written instrument, elect one or more additional natural persons and designate them as "authorized persons,, of the Company. The Members or any officer or authorized person shall execute, deliver and file any other articles and/or certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

NYSCEF DOC. NO. 252 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 46 of

4. Term. This Agreement shall be effective as of the filing of the Company's Articles of Organization with the Secretary of State of New York and shall have perpetual existence.

5. Purposes. The purposes of the Company are to acquire, own, hold, manage, operate, maintain, rs:pair, improve, renovate, sell, finance, refinance and otherwise use or deal with the property described on Schedule B hereto, such other real property as the Members shall determine to acquire and any tangible personal property usually located therein or used or of use in connection therewith (collectively, the "Property"); and to engage in any other lawful business or activities for which limited liability companies may be organized under the Act. In furtherance of its purposes, the Members shall have the power and are hereby authorized to take any and all actions and engage in such activities as may be necessary, convenient, advisable or incidental with respect to the conduct of the business of the Company as determined by the Members in their sole discretion (but subject to the further provisions of this Agreement), including, but not limited to, acquiring, maintaining, improving, selling, leasing, and mortgaging real property, and the Members shall have and exercise all of the power and rights conferred upon limited liability companies formed pursuant to the Act.

6. Powers. The Company shall have the power to do all things necessary or desirable in the conduct of its business to the fullest possible extent. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

8. Office. The principal office and place of business of the Company shall be located at such place as the Members may from time to time determine.Management. Management of the Company shall be vested in the Members. The Members shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company and to take all such actions as the Members deem necessary or appropriate to accomplish the purposes of the Company as set forth herein.

9.1.1 The Members shall have sole power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Members, and such delegation shall not cause the Members to cease to have such powers. The Members and/or, to the extent determined by the Members, any officers appointed by the Members in accordance with Section 9.3 shall each have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company set forth in this Agreement.

9 .1.2 If any vote or consent of the Members is required by the Act at a time when there is only one Member, then the vote of such Member shall be considered the vote or consent of the Members. If there is more than one Member, then, unless a greater majority is required by the Act or this Agreement, the vote of Members holding a majority of the Membership Interests in the Company shall be considered the

vote or consent of the Members. Any action of the Members may be taken by written consent without a meeting and without prior notice.

104

9.2 In addition to the powers granted by law, the Members shall have full power to do everything in administering the Company that the Members may deem advisable, to the full extent that an individual owning property would have and without prior court authority, including the power: To retain so long as the Members may deem advisable and to acquire by purchase or otherwise, any land of real property or personal property; to sell for cash or on credit (at public or private sale), exchange, mortgage, lease for any period ( either as landlord or tenant and including renewals of the term) and modify, extend or cancel leases, grant options or otherwise dispose of or deal with any real or personal property, all without regard to statutory restrictions, in such manner and upon such terms-and conditions as they deem advisable without first obtaining a court order; to erect, renovate or alter buildings or otherwise improve and manage buildings and property; demolish buildings; make ordinary and extraordinary repairs; grant easements and make party wall contracts; dedicate roads; subdivide; adjust boundary lines and partition; to distribute in kind or in money or partly in each, even if shares be composed differently; to hold property in the names of nominees or so that it will pass on delivery; to renew, assign, alter, extend, compromise, abandon or release or arbitrate claims asserted by or against the Company; to engage and rely on brokers and investment counsel, accountants, appraisers and other experts and legal counsel and to compensate them; to employ custodians of the assets and bookkeepers and clerks and other assistants; and to borrow money for any purpose.

9.3 Officers. The Members may, from time to time as they deem advisable, select one or more natural persons and designate them as officers of the Company (the "Officers") and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. The Members may, by written instrument, delegate to any Officer or any other agent of the Company any of the Members' powers under this· Agreement, including, without limitation, the power to bind the Company. Any delegation pursuant to this Section 9.3 may be revoked at any time by the Members. An Officer may be removed with or without cause by the Members. Any Officer may resign at any time by giving written notice to the Members. Any vacancy in any office, due to death, incapacity, resignation or removal, shall be filled by the Members. Officers may be Members or non-Members.

*9A* Fiduciar Dutv of the Members and Officers. In exercising the powers granted by this Agreement and in performing the duties required by this Agreement with respect to the management and operation of the Company, each Member and Officer, pursuant to general principles of law, has a fiduciary duty to act reasonably in ( or not opposed to) the best interests of the Company and the Members.

10. QJl.~J Business. The Members and any person or entity affiliated with any of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. None of the Company or the other Members shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

### 11. Liabilitv and Indemnity.

11.1 To the fullest extent permitted by applicable law, no Member, Officer, employee *9r* agent of the Company ("Covered Person") shall be liable to the Company, any Member or any other person or entity who is a party to or otherwise bound by this Agreement for any liability, loss, damage or claim suffered or incurred by reason of any act or omission performed or omitted by such Covered Person, except that a Covered Person shall be liable for any such liability, loss, damage, cost or claim suffered or incurred by reason of such Covered Person's (a) gross negligence or willful misconduct, (b) violation of any express provision of this Agreement or of the implied contractual covcmmt of good faith and fair dealing, and/or (c) breach of such Covered Person,s duty of loyalty ('"Unprotected Acts and Omissions"). Consistent with the preceding sentence, each Covered Person may act or refrain from acting without liability to the Company or to any Member in reliance upon any opinion of any consultant or advisor on any matter which the Covered Person reasonably believes to be within the consultant or advisor's professional competence.

104

11.2 To the fullest extent permitted by applicable law, and to the extent of its assets, the Company shall indenmify, defend and hold harmless any Covered Person for any liability, loss, damage, cost or claim suffered or incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in connection with the Company, provided, however, that (i) no Covered Person shall be entitled to be indemnified in respect of any such liability, loss, damage, cost or claim suffered or incurred by such Covered Person by reason of such person's Unprotected Acts and Omissions, and (ii) any indemnity under this Section 11.2 shall be provided out of, and to the extent of, Company assets only, and no Member shall have personal liability on account thereof

11.3 To the fullest exte1~t permitted by law, expenses ((including, without limitation, reasonable attorneys' fees and expenses) incurred in defending any action, suit or proceeding subject to this Section 11 shall be paid or reimbursed by the Company in advance of the final disposition of any proceeding and without any detennination as to the Covered Person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of a written affirmation by such person of his good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified.

12. Registered Agent. The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is: c/o Brad Karp, *Paul,* Weiss, Rifkind, Wharton & Garrison, LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.

13. Ca1 ital Contributions. The initial Members agree to contribute to the capital of the Company the cash or property described on Schedule A. In exchange for such contribution, each Member shall receive a Membership Interest in the Company in the percentage set forth on s·chedule A. The Company shall maintain a separate Capital Account for each Member in accordance with Treasury Regulations promulgated from time to time under Section 704(6) of the Code.

> 14. Additional Contributions/MembcrJ ,oans. No Member is required to make any additional capital contributions to the Company. A Member may extend credit to the Company with an affirmative vote of the Members. Member loans shall not constitute Capital Contributions.

> > 15. Allocations.

15.1 Profits and Losses. The Company's profits and losses shall be allocated to the Members pro rata, in accordance with their Membership Interests. The allocations set forth in this section shall have economic effect equivalence within the meaning of Treasury Regulations Section l.704-l(b)(2)(ii)(i) and, solely for tax purposes, be made in accordance with the Regulations promulgated under Code Section 704(c).

15.2 Use of Property.

15.2.1 If the Property is not being leased to a tenant, the Members and any one or more of any Member's Family Group may use the Property in an equitable fashion to be determined by the Members by a vote of a majority in interest of the Members.

15 .2.2 Persons who are neither Members nor members of a Family Group of any Member may 1.1se the Property only upon the prior unanimous approval of the Members.

15.2.3 Nothing herein shall preclude any Member from inviting guests to stay at the Property while such Member or members of any Member's Family Group are using the Property in accordance with Section 15.2.1 above.

16. Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then positive capital account balances. Notwithstanding any provision to the contrary contained in this Agreement> the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

1 7. ~al£\_of the Prop~\_ny. Any part or all of the Property may be sold upon the vote of the Members.

### 18. Assinnment of Membership Interests.

18. l A Member shall have the right to sell, assign, mortgage, pledge, or otherwise voluntarily transfer or encumber any portion or all of such Member's Membership Interest with tne consent of a majority in interest of the Members other than the Member requesting such assignment, provided, however, that no such transfer may be made that would cause the Company to violate any ruJes, regulations, bylaw or other governing arrangements of any cooperative association or other legal person of which the Company is a shareholder or member, and any purported sale, assignment, mortgage, pledge or other transfer or encumbrance not in conformity with this Section 18.1 shall be null and void.

104

18.2 In addition, any interest as a Member that is held by a custodian for a minor under a Uniform Gifts to Minors Act, Uniform Transfers to Minors Act or any similar act shall be fully transferable and assignable to the minor when the minor reaches the age of termination of such custodianship under the applicable statute. Any interest held by an entity may be fully transferable and assignable to the beneficial owners thereof.

18.3 Any assignee who receives a Membership Interest in accordance with this Section shall be admitted as a Member only upon his, her or its delivery to the Company or'a written instrument by which he, she or it approves and adopts all of the provisions of this Agreement, as amended. Such admission shall be deemed effective immediately prior to the transfer, and, in the case of a transfer of all of a transferor Member's Interest in the Company> immediately following such admission, the transferor Member shall cease to be a Member of the Company. In the event of an assignment and admission of a transferee in accordance with this Section 18.3, the Company shall continue without dissolution.

19. Admi'Ssion of Additional Members by the Company. One or more additional Members of the Company may be admitted to the Company with the consent of the Members and upon his, her or its delivery to the Company of a written instrument by which he, she or it approves and adopts all of the provisions of this Agreement, as amended.

20. Withdrawal of a Member. A Member may withdraw from the Company at any time.

21. Dissolution.

21.1 The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) upon the unanimous vote of the Members; (ii) any time there are no Members of the Company unless the Company is continued in accordance with this Agreement and the Act; or (iii) as otherwise required in the Act.

21.2 Upon dissolution of the Company, the Members shall (i) wind up the affairs of the Company, (ii) pay all outstanding expenses, real property taxes and other debts and liabilities of the Company (including without limitation to any

Member), (iii) establish any reserves against liabilities or obligations of the Company that the Members deem appropriate and (iv) distribute the remaining assets of the Company to

the Members (a) in proportion to their positive capital accounts until such capital accounts reach zero and (b) thereafter.in accordance with their respective Membership Interests. 22. Tax Matters. The Company shall designate a "tax matters partner" in

accordance vrith Section 6231(a)(7) of the Code. In the event that the Company has more than one Member, it shall be treated as a partnership for federal and state income tax purposes. 1n the event that the Company has a single Member, it shall be treated as a sole proprietorship and a disregarded entity for federal and state income tax purposes.

23. Amendments. This Agreement may be modified, altered) supplemented or amended from time to time only upon the unanimous written consent of the Members.

24. Binding\_t,greement; Successors and Assigns. The Members agree that this Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

25. Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

26. Counterpart~. This Agreement may be executed in any number of counterparts, including by facsimile or electronic signature, each of which shall be deemed an original of this Agreemel!.t.

27. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties with respect to such subject matter.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State ofNew York (without regard to any otherwise. applicable conflict of laws principles), all rights and remedies being governed by said laws.

29. Rule Against Perpetuities. If this Agreement or any covenants or provisions **herein** would otherwise be unlawful, void or voidable for violation of the Rule Against Perpetuities, then this Agreement, or such covenant or provision, as the case may be> shall terminate twenty-one (21) years after the death of the survivor of all of the descendants of King George V of England living on the date hereof.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

### **MEMBER:**

## GENEVER HOLDINGS CORPORATION

By: , *~f!>* >e,Jt~~ *J~toxt~ /)~Irr\* Name and Title r

### GENEVER HOLDINGS LLC

By: Genever Holdings Corporation, sole Member

**By~** NameandTitle

*o)&«l,A--t-;/' 4'>4:~~~~*

### **Schedule A**

**Member**

Membership Interest

Genever Holdings Corporation

100%

TOTAL

100%

Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 54 of 104

# **EXHIBIT 10**

### **FILED: NEW YORK COUNTY CLERK 05/16/2018 06:44 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 182 RECEIVED NYSCEF: 05/16/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 55 of 104

## SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

PACIFIC ALLIANCE ASIA OPPORTUNITY FUNDL.P.,

*Plaintiff,*

-against-

KWOK HO WAN *a/k/a* KWOK HO *a/k/a* GWO WEN GUI *alk/a* GUO WENGUI *a/k/a* GUO WEN-GUI *a/k/a* WAN GUE HAOYUN *a/k/a* MILES KWOK *a/k/a* HAOYUN GUO,

Index No. 652077/2017

Hon. Barry R. Ostrager IAS Part 61

Motion Sequence No. 003

## **AFFIDAVIT OF YAN PING WANG**

*Defendant.*

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

YAN PING WANG, being duly sworn, deposes and says that:

1. I am the President of Golden Spring (New York) Ltd., and in that capacity serve as an administrator for the interests of the defendant, sued herein as Kwok Ho Wan, *a/k/a* Kwok Ho, *alk/a* Gwo Wen Gui, *a/k/a* Guo Wengui, *a/k/a* Guo Wen-Gui, *a/k/a* Wan Gue Haoyun, *alk/a* Miles Kwok, *a/k/a* Haoyun Guo ("Mr. Kwok"), and his family. I submit this affidavit in opposition to the application of plaintiff Pacific Alliance Asia Opportunity Fund L.P. ("PAX") seeking an attachment of real property located on the eighteenth floor of the Sherri Netherland Hotel, 781 Fifth Avenue, New York County, City and State of New York ("the Apartment").

2. Mr. Kwok's ownership interest in the Apartment, through a limited liability company, is not in real property. Rather, it consists of an ownership interest in certain shares of The Sherry-Netherland, Inc., a cooperative housing association and owner of the

Sherry-Netherland Hotel, and the assignment of a proprietary lease agreement for Unit 18 (the "Proprietary Lease Agreement"). The funds used to purchase the Apartment came from family and third-party funding unrelated to the loan at issue in this action.

3. The shares of The Sherry-Netherland, Inc., and therefore the Apartment itself, are not owned by Mr. Kwok individually. Genever Holdings LLC, a domestic limited liability company ("Genever USA") is both the owner of the shares in The Sherry-Netherland, Inc. and the holder of the Proprietary Lease Agreement.

4. Genever USA is owned by Genever Holdings Corporation, a corporation organized and existing under the laws of the British Virgin Islands ("Genever BVI"). Mr. Kwok is the sole shareholder of Genever BVI. Annexed hereto as Exhibit A is a true and correct copy of the register of members of Genever BVI confirming that Mr. Kwok is its sole shareholder.

5. Pursuant to a pledge and security agreement entered into in or about May 2015, all of the shares of Genever BVI have been pledged as collateral to a third party Roscalitar 2, an exempted company incorporated in the Cayman Islands. Roscalitar 2 is not owned by Mr. Kwok. Annexed hereto as Exhibit B is a true and correct copy of a certificate of registration of charge confirming that the assets of Genever BVI, which by virtue of its ownership of Genever USA include the Apartment, were pledged to Roscalitar 2 in or about May 2015.

6. Annexed hereto as Exhibit C are three property acceptance confirmation notes for the three (3) apartments which were the subject of the settlement deeds entered by the parties. These documents, which demonstrate that possession of the apartments was delivered to

- 2 -

and accepted by the PAX entities on or about November 14, 2013, were provided by Savills, the

property management company.

YAN PING WANG

Sworn to before me this 15th day of May, 2018

**FILED: NEW YORK COUNTY CLERK 05/16/2018 06:44 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 183 RECEIVED NYSCEF: 05/16/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 58 of 104

# **EXHIBIT A**

104

**Currency Code** USO **Share Holder. Share Class** ORD **Share Class Description** Ordinary Shares Mr Ho Wan Kwok 49th Floor Bank of China Tower No.1 Garden Road CENTRAL Hong Kong Genever Holdings Corporation **Register of Members as of 18-Feb-2015 Authorised** 50,000 **Par Value** 0.001 **Issued Shares** 1,000 **Share Premium** 0**Date Appointed.** . . . . . 13-Feb-2015 **Date Ceased to be a Member** . . . . . . **Posting Date Certificate No.** 13-Feb-2015 1 **Total for Share Holder. Shares** 1,000 1,000 **Amount** 1.00 **Running Balance** 1.00 1.00 **Share Premium Description** 0.00 Issue of a Fully Paid 0.001 USO ORD Share. 0.00 Registered No. 1862840 **18-Feb-2015 Page faun** Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 59 of

Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 60 of 104

# **EXHIBIT 11**

## **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 61 of 104

## **Susan Hennelly**

From: Sent: To: **Subject:** Attachments:

Susan Hennelly Tuesday, March 03, 2015 3:31 PM BoardOfDirectors Sale of Apartment 1801 and Maid's Room 2219 Kwok board package.pdf

We have received a contract for the sale of the 2,950 shares allocated to Apartment 180'1 and the 50 shares allocated to Maid's Room 2219 from Sherry 1800s, LLC (Haroche) to Genever Holdings LLC (Miles Kwok).

Attached are copies of the contract of sale1 Mr. Kwok's application and several letters of reference.

The purchase price is \$67,500,000, plus \$2,500))00 for the furnishings. The 2015 maintenance is \$55,214 per month plus an additional \$936 for the Maid's Room. This is a residential apartment and will be used by Mr. Kwok and his family.

Due to Mr. Kwok's foreign status and purchasing in an LLC, he will be required to sign an occupancy agreement and personally guarantee the lease. He will also be required to provide a security deposit.

This apartment encompasses the entire floor and is approximately 7,300 sq. ft. plus 2,170 sq. ft. of terraces. Attached is a floor plan.

Mr. Kwok has also entered into a contract to purchase Maid's Room 719 which he will purchase simultaneously, if approved.

Michael Horvitz and Fred Seegal have interviewed Miles Kwok and his son, Mileson Kwok. His wife, Hing Chi, was present via Skype.

Very truly yours,

Michael J. Ullman Executive Vice President & Chief Operating Officer The Sherry Netherland Hotel 781 Fifth A venue New York, NY 10022 P: 212-231-6811 F: 212-832-4845 For reservations and special offers, go to

# Executed Contract of Sale

# Claudet ei eite mage effect operative of the Real Property Section of the New York Sinte Bar Austistian

### CONSULT YOUR LAWYER BEFORE SIGNING THIS ACREEMENT Contract of Sale - Cooperative Apartment

FILED : NEW YORK COUNTY STERKTER 14408622 17:07Ed Barber 110728E : 1107285 120172017 104

This Contract is made as of February\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

I Certain Definitions and Information 1.1 The "Parties" are: 1.1.2 "Purchaser": Genever Holdings LLC

1.1.1 "Scher": Sherry 1800s, LLC Prior names used by Seller: Address: 1233 Rock Rinimon Road, Stamford, CT 06903

Tax ID. No. 20-0780554

Address S.S. No .:

1.2 The "Attorneys" arc (name, firm name, address and lelephone, fax).

1.2.1 "Seller's Allorney Michoel J. Jones, Esq. Ivey, Barnum & O'Mara, LLC 170 Mason Street, Greenwich, CT 06830 Tel: 203-661-6000 Fax: 203-661-7088 mjanes@iholaw.com

1.3 The "Escrowce" is the [Seller's] Allorney,

1.4 The Managing Agent is (nume. address and telephone, fux): Sherry Netherland Hotel Susan Hennelly 781 Fifth Avenue, I', New York, NY 10022 Tel: 212-231-6811 Fax: 212-832-4845

1.5 The real cstate "Broker(s)" (see 9 12) is/are: John Burger, and Kathy Sloune, Brown Harris Stevens and Screna Boardman, Sotheby's 1.6 The name of the cooperative housing corporation ("Corporation") is: Sherry Netherland, Inc.

1.7 Tho "Unit" number is: 1801, which encompasses the cntire \*

1.8 The Unit is located in "Promises" known as: 781 Kiftli Avenue, New York, NY

1.9 The "Shares" are the shares of the Corporation allocated to the Units,

\* 18th Floor, except elevator fratiway and including Maid's Room 1519

1.10 The "Lease" is the Corporation's proprietary lease or occupancy agreement for the Unit, given by the Corporation which expires on

I.II "Personally" is the following personal property, to the extent existing in the Unit on the date hereof: the refrigerators, freezers, ranges, ovens, built-in microwave ovens, dishwashers, garbage disposal units, cabinets and counters, lighting fixtures, chandeliers, wall-lo-wall carpoing, plumbing and heating fixtures, central air-conditioning and/or window or sleeve units, washing machines, dryers, screens and storm windows, window treatments, switch plates, door hardware, mirrors, built-ins not excluded in 91.12 and all of the furnishings meluding but not Hartted- 40 - everyday - china, - pors, - prirs, - cooking - itents, Hatware, no well-as-crystat glasses and decamers, etc-in the barantan and personal property (except as

1.2.2 "Purchaser's Attorney" Ira Gilbert, Esq. Paul, Welss, Rifkind, Wharton & Carrison, I.I.P 1285 Avenue of the America New York, NY 10019-6064 Tel: 212-373-3529 Fax: 212-492-0529 igilbert@paulwciss.com

See 1.12 below

1.12 Specifically excluded from this sale is all personal property .. not included in - 9 + 2 + = end all contents Such ded in the unitwith the execution of 13-paintings and drawhigs, one antique secretary bost on east wall of first (will be replaced) personal-" knick-knocks" such as small-boxes placks, pickup fromes, pictures, etc.

1.13 The sale [docs] [does-not] Include Scher's interest in [Storage] [Servant's Room #1519]/ [Parking Space]

("Included Interests") 1.14 The "Closing" is the transfer of ownership of the Shares and Lease.

1.15 The date scheduled for Closing is no later than 3/6/15

("Scheduled Closing Date") at 10:00 A.M. (Scc fff 9 and 10) 1.16 The "Purchase Price" is: \$67,500,000.00

1.16.1 The "Contract Deposit" is: \$7,000,000.00

1.16.2 The "Balance" of the Purchase Price due at Closing is;

\$63,000,000.00 (See \$2.2.2) See SR18 in Second Rider 1.17 The monthly "Maintenance" charge is \$57,085.53 (Scc Y

4) 1.18 The "Assessment", if any, payable to the Corporation, ni

the date of this Contract is NONE , payable as follows:

1.19 [Purchaser] shall pay the Corporation's flip tax, transfer fee (apart from the transfer agent fee) and/or waiver of option fee ("Plip Tax"), if uny.

1-20 financing Options (Fictere and the following 94-1-20, 1, 1.20.2011.20.37

1.20.1 Purchaser may apply for financing in oonnection-with this selo and Purchasers obligation to purchase under this Contract is ountingent upon issuance of a Loan-Commilment-Loller-by-the Loan Commitment Dato (918.4.2).

1.20,2 Purchaser may apply-for-financing in ognnoction with this salo but Purchaser's obligation to purchuse under this Contract is not-contingent-upon-issuance-of-a-f-can-Gommitment-lottor, 1.20.3 Purchaser-shall-not-apply-for-financing-in-connootion-with this sale.

1.21-11-20.4-01-1-20.2-applies, the "Pinancing Torms" for 9-18

specifically excluded in 1.12), including but 1150- - 1000-- 05-15-15-15-15-15-11-10111-01------- YBHER-OF-SHOUL-FOGRAP ട്ട് ഉപയോഗം - 2018-06-11 11:27 - 21:28 PM In 0 10-11-11 - 11:41 PM In - 19 (play - 10-11-2018) - 10-11-2018 18 വർഷിക്കും 2017 - 12:26 PM of February 2012 - 1:25 PM in the D

( x) 1.12 ~ Specifically excluded from this sale are thirteen (13) paintings and drawings; one antique secretary desk on east wall of LR (to be replaced by a piece of furniture that resembles this desk); personal 'knick's such as small boxes, clocks, picture frames, pictures, etc. (but if "knick knacks' are in the DVD, they are included); file cabinets in Gil's office and contents thereof; all the clothing, framed photographs(except specific frame to be designated by buyer) and the model of the Seller's private yacht located in Seller's office.

INDEX NO. 652077/2017

Courted of the Connective on Condiniation and Copterative of the Red Property Section of the New York Flate Date Aractation

CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

NYSCE : NEW XXRXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 104

### Contract of Sale - Cooperative Apartment

This Contract is made as of February\_21\_\_ 2015 between the "Seller" and the "Purchase" identified below.

1 Certain Definitions and Information 1.1 The "Parties" are: 1.1.1 "Scler": Sherry 1800s, LLC 1.1.2 "Purchaser"; Genever Holdings LLC

Prior Homes used by Sellor: Address: 1233 Rock Rimmon Road, Stamford, CT 06403

Tox ID. No.: 20-0780554

Address. S.S. No.s

1.2 The "Attorneys" are (name, firm name, address and telephone, fax), 1.2.1 "Seller's Altorney" Michael J. Jones, Bag. Ivey, Barnum & O'Mara, LLC 170 Moson Street, Greenwich, CT 06830 Tel: 203-661-6000 Fax: 203-661-7088 minnes@lholow.com

1.3 The "Escrowed" Is the [Saller's] Allorney.

1.4 The Managing Agent is (Hume. address and telephone, fux): Skerry Netherland Hotel Susan Hennelly 781 Fifth Avenue, I'd New York, NY 10022 Tel: 212-231-6811 Fax: 212-832-4845

1.5 The real ostate "Broker(s)" (see 9 12) is/are: John Burger, and Kathy Sloane, Brown Harris Stevens and Sorena Boardman, Sotheby's 1.6 The name of the cooporative housing corporation ("Corporation") is: Sherry Netherland, Inc.

1.7 The "Unli" number is: 1801, which encompasses the ontire .

1.8 The Unli is located in "Promises" Known as: 781 Fifth

Avenue, New York, NY 1.9 The "Shares" are the shares of the Corporation allocated to the Units.

\* 18th Floor, except clovator hallway and including Mald's Room 1519

1.10 The "Lense" is the Corporation's proprietery lense or occupancy ogreement for the Unit, given by the Corporation which expires on

1.11 "Personully" is the following personal property, to the extent existing in the Unit on the date hercoft the refrigerators, frechers, ranges, ovens, built-in microwave ovens, dishwashers, gerbage disposal units, cabincis and counters, lighting fixtures, chandellers, wall-lo-wall carpoing, plumbing and heating fixturos, central alr-conditioning and/or window or sleeve units, washing machines, dryors, screens and storm windows, window treatinents, switch plates, door hardware, mirrors, built:-Ins not cxcluded in 9 1.12 and all of the furnishings meluding but not lintted- 40 - every day - china = pots - - parts - cooking - Hems, Antifarer as well as ary state glasses and decarters the the barater and personal property (except as

1.2.2 "Purchaser's Attorney" Ira Gilbert, Esq. Paul. Welss. Rifkind. Wharton & Carrison, LLP 1285 Avenue of the America New York, NY 10019-6064 Tel: 212-373-3529 88x: 212-492-0529 lgllbort@paulwclss.com

See 1.12 below "

1.12 Speeifically excluded. Goal this sale is all personal property .. not Included In S. 1 . 1 . 2 . 2 . 2 . contents . Included la the . unftwith the execption of 13-paintings and drawings, and antique tecretary destrantast wall of LR (will be replaced) personal-"knick-knoch 2" swoil-as amall-bonco, clocker picture frames, utchares-cle. 1.13 The salo [does] [does-not] Include Sciler's Interest in (Storage)/ [Servant's Room #1519]/ {Parking Space] ("Includod Interests") 1.14 The "Closing" is the transfer of ownership of the Shares and Lease. 1.15 The date scheduled for Closing is no later than 3/6/15 ("Scheduled Closing Date") at 10:00 A.M. (Sco IT 9 and 10) 1.16 The "Purchuse Price" Is: \$67,500,000.00 1.16.1 The "Contract Deposit" Is: \$7,000,000.00 1.16.2 The "Balance" of the Purchase Price due at Closing Is: \$63,000,000.00 (Sec \$2.2.2) See SR18 in Second Rider 1.17 The monthly "Maintenance" charge is \$57,085.53 (Sec y 1.18 The "Assessment", if any, payable to the Corporation, at the dato of this Contract is NONE , payable as follows: 1.19 (Purchaser) shall pay the Corporation's filp tax, transfer fee (apart from the transfer agent fee) and/or walver of option fee ("Plip Thx"), If uny.

4-20-Hinanoing-Options-(Doloto-avo-af-the-follawing-14-1-20-1. 1.2017 or 420.37

4,201 Purchaser may apply for finanching In sonnection with this sale and Purchasers obligation to purchase under this Gonlined to ounting on tosuance of a Loan Commitment Latter-by-the Loan Gommitment Doto (118,42),

1,20,2-Purchaser-may apply-for-financing in-sommontion-with this oalo-but-Purohaser's obilgation-lo-purohuse-undor-this-Contract-is not contingent upon tosuance of a Trans CommillmonHeller, 4,20,2 Purchaser shall not apply for financing in oonnootion with Hals sale

1-24-1-1-20, 1-01-1-2022-applies, tho-"Financing-Forms" for Y-18

nrat-o-loon of-8 -------------------------------------------------------specifically excluded in 1.12), including but - yours ar-molt-lessor විද්‍යා විද්‍යා විද්‍යා විසින් විසින් විසින් විසින් විශ්වා විදියා විවිධාන "DVD" delivered by Brown Harris Stevens

\* ) 1.12 - Specifically excluded from this sale are thirteen (13) paintings and drawings; one antique secretary desk on east wall of LR (to be replaced by a piece of furniture that resembles this desk); personal 'knick knacks' such as small boxes, clocks, picture frames, plctures, etc. {but if 'knick knacks' are in the DVD, they are Included); file cablnets in Gll's office and contents thereof; all the clothing, framed photographs(except specific frame to be designated by buyer) and the model of the Seller's private yacht located in Seller's office.

INDEX NO. 652077/2017

104

1.22 The "Delivery Date" of this Contract Is the Jate on which a fully oxceuted counterpart of this Contract is deemed given to and received by Purchaser or Purchaser's Attorney as provided in \$ 17.3.

1.23 All "Proposed Occupants" of the Unit are

1.23 / persons and relationship to Purchaser

1,23,2 pets:

1.24 The Contract Deposit shell be held in [a nom-] IOLA escrow account, If the account is a non- IOI.A account then Interest shall be paid to the Party entitled "to the Contract Deposit. The Party receiving the interest shall pay any income laxes thereon. The escrow account shall be a segregated bank account at Depository: BNY MELLON

Address: 10 Mason Street, Greenwich, CT 06830 (See 9 27) 1.25 This Contract Is continued on attached rider(s).

2 Agreement to Sell and Purchase; Purchase Price; Escrow

2.1 Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Soller, the Seller's Shares, Lease, Personally and any Included Interests and all other items Included in this sale, for the Purchase Price and upon the terms and conditions set forth in this Contract.

2.2 The Purchase Price is payable to Seller by Purchaser as follows:

2.2.1 the Contract Deposit at the time of signing this Contract by Purchaser's good check to the orcer of Escrowee; and

2.2.2 the Balance at Closing, orly by cashler's or official bank check or cortified check of Purchaser payable to the direct order of Seller. The check(s) shall be drawn on and payable by a branch of a commercial or savings bank, savings and loan association or trust company located in the same City or County as the Unit, Seller may direct, on reasonable Notice (defined in 9 17) prior to Closing, that all or a portion of the Balance shall be made payable to persons other than Sciler (see 9 17.7).

3 Personalty

3.1 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate, this sale includes all of the Seller's Interest, if any, in the Personalty and the Included Interests.

3.2 No consideration is being paid for the Personally or for the Included Interests; nothing shall be sold to Purchaser if the Closing does not occur.

3.3 Prior to Closing, Seller shal remove from the Unit all the furniture, furnishings and other property not ir.cluded in this sale, and repair any damage caused by such removal

4 Representations and Covenants

4.1 Subject to any matter affect ng title to the Premises (as to which Seller makes no representations or covenants), Seller represents and covenants that:

4.1.1 Seller is, and shall at Closing be, the sole owner of the Shares, Lease, Personally and Included Interests, with the full right, power and authorlly to see and assign them. Seller shall make timely provision to satisfy existing security intorest(s) in the Shares and Lease and have the same delivered at Closing (See ¶10.1);

4.1.2 the Shares were duly issued, fully paid for and are nonassessoble:

4.1.3 the Lease is, and will at Clesing be, in full forve and effect and no notice of default under the licase is now or will at Closing be in effect;

4.1.4 the Maintenance and Assessments payable as of the date hercof are as specified in 1 1.17 and 1.18;

4. 1.3 as of this date, Seller neither nas actual knowledge nor has received any written notice of uny increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in 99 1,1 7and 1.18;

4.1.6 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or, to Seller's actual knowledge, without compliance with all applicable law. This provision shall not survive Closing.

4.1.7 Seller has not entered into, shall not enter into, and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use and/or occupancy after Closing, or which would be binding on or adversely affect Purchaser ofter Closing (c.g. a sublease or alteration agreement); 4.1.8 Seller has been known by no other name for the past 10 years except as set forth In 9 1.1.1.

4.1.9 at Closing in accordance with 9 15.2

4.1.9.1 there shall be no judgments outstanding against Sciter which have not been bonded against collection out of the Unit ("Judgments");

4.1.9.2 the Shares, Lease, Personalty and any Included Interests shall be free and clear of liens (other than the Corporation's general lien on the Shares for which no monies shall be owed), encumbrances and adverse interests ("Liens");

4.1.9.3 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing;

4.1.9.4 Schor shall not be indebted for labor or material which might give rise to the filing of a notice of mechanic's lien against the Unit or the Premises; and

4.1.9.5 no violations shall be of record which the owner of the Shares and Loase would be obligated to remedy under the Lease. 4.2 Purchaser represents and covenants that:

4.2.1 Purchaser is acquiring the Shares and Loase for residential occupancy of the Unit solely by the Proposed Occupants Identified in 1 1.23

4.2.2 Purchaser is not, and within the past 7 years has not been, the subject of a bankrupicy proceeding;

4.2.3 if 9 1.20.3 applies, Purchaser shall not apply for finnneing In connection with this purchase.

4.2.4 Each Individual comprising Purchaser is over the age of 18 and is purchasing for Purchaser's own account (beneficial und of record):

4.2.5 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchaser's application for approval of this transaction; and

4.2.6 there are not now and shall not be at Closing any unpald tax liens or monetary judgments against Purchaser.

4.3 Each Party covenants that its reprosentations and covenants contained in ¶ 4 shall be true and complete at Closing and, except for 9 4.1.6, shall survive Closing but any action based thereon must be instituted within one year after Closing.

5 Corporate Documents

Purchaser has examined and is satisfied with, or (except as to any matter represented in this Contract by Schor) accepts and assumes the risk of not having examilned, the Lease, the Corporation's Cortificate of Incorporation, By-laws, House Rules, minutes of shareholders' and directors' meetings, most recent audited f.nancial statement and most recent statement of tax deductions available to the Corporation's shareholders under Internal Revenue Code ("IRC") §216 (or any successor statute).

6 Required Approval and References

6.1 This sale is subject to the unconditional consent of the Corporallon.

6,2 Purchaser shall in good falth:

6.2.1 submit to the Corporation or the Manuging Agent an application with respect to this sale on the form required by the Corporation, centaining such data and together with such documents as the Corporation requires, and pay the applicable

fees and charges that the Corporation Imposes upon Purchaser All of the foregoing shall bo submitted within 10 bus.ness days after the Delivery Date, or, II' 9 1.20.1 or 1.20.2 upplies and the Loan Commitment Leiter is required by the Corporation, within 3 business days after the earlier of (i) the Loan Commitment Date (defined in ¶ 1.21) or (il) the date of receipt of the Loan Commitment Letter (defined in 9 18.1.2);

6.2.2 attend (and cause any Proposed Occupant to attend) one or more personal nterviews, as requested by the Corporation; and

6.2.3 prompily submit to the Corporation such further references, data and documents reasonably requested by the Corporation.

6.3 Elther Party, after learning of the Corporation's decision, shall promptly advise the other Party thereof. If the Corporation has not made a decision on or before the Scheduled Closing Date, the Closing shall be adjourned for 30 business days for the purpose of obtaining such consent. If such consent is not given by such adjourned date, sither Party may cancel this Contract by Notice, provided that the Corporation's consent is rot issued hofore such Notice of cancellation is given. If such consent is refused at any time, cither Party may cancel this Contract by Notice. In the event of cancelletion pursuant to this \$ 6.3, the Escrowed shall refund the Contract Deposit to Purchasor.

6.4 If such consent is refused, or not given, due to Purchaser's bad faith conduct. Purchaser shall be In default and ¶ 13.1 shall govern.

### 7 Condition of Unit and Persoralty: Possession

7.1 Seller makes no representation as to the physical condition or state of repair of the Unit. the Personally, the Included Interests or the Premises. Purchaser has inspected or waived inspection of the Unit, the Personally and the Included Interests and shall lake the same "as is", as of the date of this Contract, except for reasonable wear and tear, Howover, at the lime of Closing, the appliances shall be in working order and required smoke detector(s) shall be installed and operable.

7.2 At Closing, Seller shall doliver possession of the Unit, Personalty and Included Interests in the condition required by 9 7.1, broom-clean, vacunt and free of all occupants and rights of possession.

### 8 Risk of Loss

8.1 The provisions of Goneral Obligations Law § 5-1311, as modified herein, shalf apply to this transaction as If it were a sale of realty. For purposes of this paragraph, the term "Unit" Includes built-in Personalty.

8.2 Destruction shall be decmed "material" under OOL § 5-1311, if the reasonably estimated cost to restore the Unit shall exceed 5% of the Purchase Price.

8.3 In the event of any destruction of the Unli or the Premises, when nelther logal title nor the possession of the Unit has been transferred to Purchaser, Seller shall give Notice of the loss to Purchaser ("Loss Notice") by the earlier of the date of Closing or 7 business days after the date of the loss.

8.4 If there is material destruction of the Unit without fault of Purchaser, this Contract shall be deemed canceled in accordance with | 16.3, unless Purchaser elects by Notico to Seller to complete the purchase with an abatement of the Purchese Price: or

8.5 Whether or not there is auy destruction of the Unit, if without fault of Purchaser, more than 10% of the units in the Premises are rendered uninhabitable, or reasonable access to the Unit is not available, then Purchaser shall have the right to cancel this Contract In accordance with \$ 16.3 by Notice to Sciler.

8.6 Purchaser's Notice pursuant to 9 8.4 or 11 8.5 shall be given within 7 business days following the giving of the Loss Notlee except that if Seller does not give a Loss Notice, Purchaser's Notice may be given at any time at or prior to Closing.

8.7 In the event of any destruction of the Unit, Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore; but Sellor shall assign to Purchaser, without recourse, Seller's claim, if any, against the Corporation with respect to such loss.

### 9 Closing Location

The Closing shall be held at the location designated by the Corporation or. If no such designation is made, at the office of Seller's Attorney.

### 10 Closing

10.1 At Closing, Seller shall deliver or cause to be delivered:

10.1.1 Seller's certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser, and in either case, with any guarantee of Seller's signature required by the Corporation;

10.1.2 Seller's counterpart original of the Lease, all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser In the form required by the Corporation:

10.1.3 PIRPTA documents required by 9 25;

10, 1,4 keys to the Unit, bullding entrance(s), and, if applicable, garage, mailbox, storago unit and any locks in the Unit;

10.1.5 If requested, an assigninent to Purchaser of Soller's interest in the Personalty and Included Interests;

10.1.6 any documents and payments to comply with \$ 15.2

10.1.7 If Seller is unable to deliver the documents required in ¶ 10.1.1 or 10.1.2 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of a new certificate for the Shares or a new Lease. 10.2 At Closing, Purchaser shall:

10.2.1 pay the Balance In accordance with \$12.2.2;

10.2.2 execute and deliver to Seller and the Corporation an agreement assuming the Lease, in the form required by the Corporation; and

10,2.3 if requested by the Corporation, execute and deliver counterparts of a new lease substantially the samo as the Lease, for the balance of the Lease term, in which case the Lease shall be canceled and surrendered to the Corporation together with Seller's assignment thereof to Purchaser.

10.3 At Closing, the Partics shall complete and execute all documents necessary:

10.3.1 for Internal Rovenue Service ("IRS") form 1099-5 or other similar requirements;

10.3.2 to comply with smoke detector requirements and any applicable transfer tax filings; and

10.3.3 to transfer Seller's interest, if any, In and to the Personalty and Included Interests.

10.4 Purchaser shall not be obligated to close unless, at Closing, the Corporation delivers:

10.4.1 to Purchaser a new certificate for the Shares in the name of Purchaser; and

10.4.2 a written statement by an officer or authorized agent of the Corporation consonting to the transfor of the Shares and Lease to Purchaser and seiting forth the amounts of and payment status of all sums owed by Seller to the Corporation, Including Maintenance and any Assessments, and the dates to which each has been pald.

### 11 Closing Fees, Taxes and Apportionments

11.1 At or prior to Closing,

11.1.1 Seller shall pay, if applicable:

11.1.1.1 the cost of stock transfer stamps; and

11.1.1.2 transfer taxes, except as set forth in \$ 11.1.2.2

I I . 2 Purchaser shall pay, if applicable:

11,1,2,1 any fee imposed by the Corporation relating to Purchaser's financing; and

11.1.2.2 transfer taxes imposed by statute primarlly on Purchaser (e.g., the "mansion lax"),

FILED: NEW YORK COUNTY CIERK 11/88/2018 12:55 BM

11.2 The Flip Tax, if any, shall be paid by the Party specified In \$ 1.19.

I 1.3 Any fee imposed by the Corporation and not specified in this Contract shall be pald by the Party upon whom sach fee is expressly imposed by the Corporation, and if no Party is specified by the Corporation, then such fee shall be paid by Seller,

11.4 The Partles shall apportion as of 11:59 P.M. of the day preceding the Closing, the Mairtenance, and anyother periodic charges due the Corporation 'other than Assessmonis) and STAR Tax Exemption (if the Unli is the beneficiary of same), based on the number of the days in the month of Closing.

11.5 Assossments, whether payable In a lunip sum or installments, shall not be apportioned, but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment, Purchaser shall pay any Installments payable after Closing provided Seljer had the right and olected to pay the Assessment in installments.

11.6 Each Party shall timely pay any transfer taxes for which it is primarily Hable pursuant to law by cashlor's, official bank, certified or altorney's escrow check, This ¶11.6 shal, survive Closing.

11.7 Any computational crrors or omissions shaft be corrected within 6 months after Closing. This fill 7 shall survive Closing, 12 Broker

12.1 Each Party represents that such Party has not dealt with any person ucting as a broker, whother licensed or unlicensed, in connection with this transaction other than the Broker(s) named in 91.5.

12,2 Seller shall pay the Broker's commission pursuant to a suparate agreement The Broker(s) shall not be decince to be a third-party beneficiary of this Contract.

12.3 This 912 shall survive Closing, cancellation or termination of this Contract.

### 13 Defaults, Remedies and Indomnities

13.1 In the event of a default or misrepresentation by Purchaser, Soller's sole and exclusive remadies shall be to cancel this Contract, retain the Contract Devosit as liguidated damages and, If applicable, Seller may enforce the indomnity in 9 13.3 as to brokerage commission or sue under § 13.4. Purchaser prefers to limit Purchaser's exposure for actual damages to the amount of the Contract Deposit, which Purchaser agroes constitutes a fair and reasonable amount of compensation for Seller's damages under the circumstances and is not a penally. The principles of real property law shall apply to this liquidated damages nrovision.

13.2 In the event of a default o- misrepresentation by Seller, Purchaser shall have such remedies as Purchaser is entitled to al law or in equity, including spec fic performance, because the Unit and possession thereof cannot be duplicated,

13.3 Subject to the provisions of 9 4.3, each Party indemniffes and holds harmless the other egainst and from any claim, Judgment, loss, liability, cost or expense resulting from the indemnitor's breach of any of its representations or ecvenants stated to survive Closing, cance lation or termination of this Contract, Purchaser indemnifies and holds harmless Seller against and from any claim, judzment, loss, lighlity, cost or expense resulting from the Lease obligations accruing from and after the Closing. Each indemnity includes, without fimitation, reasonable attorneys' fees and disbursements, court ocsts and Iltigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity, provided the indemnitoc is given Notice and opportunity to defend the claim. This ¶ 13.3 shall survive Closing, cancellation or termination of this Contract.

13.4 In the event any instrument for the payment of the Contract Doposit falls of collection, Seller shall have the right to sue on the uncollected instrument. In addition, such fallure of collection shall be a default under this Contract, provided Seller gives Purchaser Notice of such failure of collection and, within 3 business days after Notice is given, Escrowee does not receive from Purchaser an unendorsed good cortified check, bank check or immediately available funds in the amount of the uncollected funds. Fallure to curc such default shall entitie Seller to the remedies set forth in 13.1 and to retain all sums as may be collected and/or recovered.

### 14 Entire Agreement; Modification

14,1 All prior oral or written representations, understandings and agreements had between the Parties with respect to the subject matter of this Contract, and with the Escrowee as to 9 27, are merged in this Contract, which alone fully and completely expresses the Partles' and Escrowed's agreement. 14.2 The Attorneys may extend in writing eny of the time limitations stated in this Contract. Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowce to be charged.

### 15 Removal of Liens and Judgments

13.1 Purchaser shall deliver or couse to be delivered to Seller on Seller's Attornoy, not loss than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search, except that Liens or Judgments first disclosed in a continuation soarch shall be reported to Seller within 2 business days after receipt thereof, but not lator than the Closing. Sciler shall have the right to adioum the Closing pursuant to \$1 16 to remove any such Liens and Judgments, Fullure by Purchaser to timely deliver such search or continuation scarch shall not constitute a waiver of Seller's covenants in 94 as to Liens and Judgments. However, If the Closing Is adjourned solely by reason of untimely delivory of the Lien and Judgment search, the apportionments under 9 11.3 shall be made as of 11:59 P.M. of the day preveding the Scheduled Closing Date In 9 1.15.

15.2 Seller, at Seller's expense, shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release, satisfaction, termination and discharge or removal of record of any Liens and Judgments. Seller may use any portion of the Purchase Price for such purposes.

15.3 This ¶ 15 shall survive Closing.

16 Seller's Inability

16.1 If Seller shall be unnble to transfer the ltems set forth in 9 2.1 in accordance with this Contract for any reason other than Seller's failure to make a required payment or other willful act or omission. then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate, but not extending beyond the expiration of Purchaser's Loan Commitment Letter, If \$ 1.20.1 or 1.20.2 applies.

16.2 If Sciler does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Scher is still unable to perform. then unless Purchaser clects to proceed with the Closing without abatement of the Purchase Price, either Party may cancel this Contract on Notice to the other Party given at any time thereafter.

16.3 In the event of such cancellation, the sole llability of Seller shall be to cause the Contract Denosit to be refunded to Purchaser and to reiniburse Purchaser for the actual costs incurred for Purchase's lion and title scarch, if any.

### 17 Notices and Contract Delivery

17.1 Any notice or demand ("Notice") shall be in writing and delivered either by hand. Overnight delivery or centified or registered mail, return receipt requested, to the Party and simultancously, in like manner, to such Party's Attorney, if any, and to Escrowee at their respective addresses or to such other address as shall hereaffor be designated by Notice given pursuant to this \$ 17.

104

17.2 The Contract may be delivered as provided in 9

17.1 or by ordinary mall.

17,3 The Contract or each Notice shall be deemed given and received:

17.3.1 on the day delivered by hand;

17.3.2 on the business day following the date sent by overnight delivery;

17.3.3 on the 5th business dey following the date sent by certified or registered mail: or

17.3.4 as to the Contract only, 3 business days following the date of ordinary mailing.

17.4 A Notice to Escrowee shell be deemed given only upon actual receint by Escrowoc.

17.5 The Allorneys are authorized to give and receive any Notice on behalf of their respective clients

17.6 Follure or refusal to accept & Notice shall not invalldate the Notice.

17.7 Notice pursuant to 9 2.2.2 and 13.4 may be del. vered by confirmed facsimile to the Party's Attorney and shall be deemed given when transmission is confirmed by sender's facsimile machine.

### 18 Financing Provisions

48.1-The provisions of 99-18.1-and-18.2-are applicable only 10-8 1,20105-222-201881

48. 1. 1- An "Institutional Londor" is any of the following that Is authorized under Roderal or Now York State-tam to Issue a loan secured by the Shares-and Lesse and is ourrently only anding similarly-sourced-loan-commitments in-the-oounty in-which the Unli-lo-lowated a bank, savings bank, savings and toun association, trust company, oreals unton of whilely Purchasses in a momber, mortgage banker, insurance company of governmental ontity

.18.1.2 A. - Loan-Commitment Leater 15 a written offer from ar Institutional Londor to make a losn on the Financing-Torms (see 9-1.21) at prevaling fixed or adjustable interest relos and in other ousternary-lerms-gonerally boing offered by Inctitutional Lenders making overative chere loans. An offer to inake a to an-oend then aboutining an approlisal-satiofactory-to-the Institutional Londer shall-not secome a Loan-Commitment better unless and until-such-oondition-is-met-An-offer conditional-upon-any-factor-concerning Purchaser-forg. sale-of ourrent home, payment of outstanding debt, no materia, adverse change in-Purchaser's-financia: oondition -- ota.}- Is-a-Loan Commitment Lollor whother or not - such - condition to most, Purchaser aveepts the risk that, and ounnal-onneel this Gontract if, any condition oneerning Purchaner in not mot,

18.2 Purchaser, directly or through a mortgage broker registered pursuant-to-Article 12-D-of the Banking Law, shall elligently and in 2000 fally

48.2 +- apply only to an Institutional Londor-for a loan on-the Finanoling Torms (see 9-4.2+) on the form requires by the Institutional Londer-oontaining-truthful-and-overplote information, and submit-such-appliention-together-with-such documents as the Institutional sender requires, and pay the apolizable fore and charges of the Institutional Libround - ull-af which shall be porformed within 5 business days after the Delivery Date

+8.2-2-promptly submit-to-the Institutional Lender-such-further roforences, data-ond-documents requested by-the Institutional bondor, and

48.2-3-acoopt a Loan Commitment Letter meeting the Pinamoing Forms-and-comply-with-all-requirements-of-such-boan Commitment Lostor (or any of hor loan-commitment offer assepted-by-Purchaser) and of the Inatitutional Londer In-order to stood the loan and

48,2,4 turnish Soller with a sopy of the boan Commitment Lotter promptly after Purchaser's recoipt thereof.

18,2,5 Purchase is not required to apply to more than one Inottuttonal Lander

18.3 11-8 1-20-1 applies, then

18.3.1 provided Purchuser-has complied with all-appHoatie orovisions of a 18.2 and this \$ 18.3 Purchaser may cancel this Gentract as not forth bolow, 45

18.3.1.1 any Inclitutional Londor denles Purchasor's application in-writing prior to the Laan Commitment Dato (see q 1,2 }; or

18,3,1,2 a Loan Commitment Letter lo-not-issued-by-the Institutional Londor on or before the Loan Commitment Dulo; or 48.3-1-3-any-roautroment-of the Loan

Gommitment-Letter-other-than-one-sangerning-Purchaser-15-not met-forg -- fatture of the Corporation-to-excepte and deliver the Institutional Louiser's rosognition agroument of other document, financial-condition of the Corporation, owner-oveupaney quota, બ્દર્ભ - Br

48.3.1.4 (i) the Closing Is adjourned by Soller or the Corporation for more than 30 business days from the Sokeduled Closing Date and (il) the Loun-Commitmont Lattor-oxpires-on-a-date-more then 20 business days after the Scheduled Closing Dato and before the new date set for Closing purcuant to this paragraph and-4112-Purchaver to unable in-good faith to obtain-from the Institutional Londor-an-extension-of-the Loan-Commitmont Lottor-or-a-now-Loan-Gommitment-Letter-on-the-Finencing Terms without paying additional foos to the Inclifutional Londor, unload-Seller-agroov, by-Notice to Purchaser-within S-buoiness days after roomint of Purchaser's Notice of on noolialion-on-sueli ground, that Soller-will-pay-anoh-additional-food-and-Seller-pays such food when due. Purchaser may not object to an adjournment by-Suiler-for-up-to-30-basiness-days-solely-because-the-laan Gommitment-botter-would-expire-before-suol-adjanened-Glasing date.

18.3.2 Purchaser-chall-dollyer-Notice-of-cancollation-to-Sellor within-5-business-days-after-the-Form-Commitment Dato if eancellulion is pursuant to \$18.3.1.1 or 18.3.1.2 and on on on on prior to the Schoolood Closing Date if cancellation is pursuant-to-18.3.1.3 or 18.3 rt 4.

48.3.3 If oanceHation is pursuant to 9-18.3.1.1, then Purchaser shall deliver to Seller, together with Purchaser's Notica a oppy of the Institutional Londer's written-donial-of-Purchaser's-loan appliestion - If - sancollation is - purchant - to - f - 18,3, 1.3, then Purchaser shull deliver to Sollor locather with Purchaver a Notice evidence that a requirement of the Incitutional Londer was not Fridator

1.8.3.4-Seller-may-ouncel-this-Gontract-by-Notion to Purchaser. sent-within -- S-days-after-the Loan-Gommilmont-Dato, If Purchaser-shall-not-have-sent-by-then-elther-(i)-Purchaver's Notice of eancellation or fill a-sopy of the Loan Commitmont Lotter to Sollor which enneetlation shall become effective if Purchaser-dose-not-deliver a sopy of ouch-Loan-Commitment Letter to Seller within 10 business days ufter the Loan Commitment-Date.

18.3.5 Falluro by ofthor Purchaser-or-Seller-to-deliver-Notice of cancellation-as-required by this \$ 18.3 shall-constitute a walver of the flett to oancel under this \$18.3

48.3.6 If this Contract is vanceled by Purchuser-pursuant-10-this 4-18.3, then thereafter neither Party ohall have any further rights against, or obligations or liabilities to, the other by roason of this Gontract -- oxeept -- the Gontract-Duposit-whall-bo-womply rofundod to Purchasonant-oncept-as-sel-forth-in-12-18-11-11-15 Contrast is canceled by Purchaser pursuant to \$ 18.3.1.4, then Seller-shull-roimburse-Purchaver-for-any-non-rofundable finanoing and

inspection-exponses-and other summ-reimbursable-pursuant-to-

18:3-7-Purchaffer-enninet-annost-thit-Gontraol-pursuant-to-18.3.4.4 and-ounnot-obtain-a-refund-of-the-Gontrao-Doposit-H the family to and be fallo to fand the loan104

48.3.7.1 hecause a requiremont of the Loan-Commitm of Lottor enterning-Purchaser-is-1101-mot-for-Purchaser's-finished oondition or omployment states suffers an adverse change; Purchaser-fuilts to satisfy a condition relating to the sale of an of Astageres dones are ) or

FILED: NEW YORK COUNTY CIERK 11/88/2018 12:55 BM

48.3.7.2 due to the expiration of a Loan Genunitment totler lessued-with un-exploation-dote-that-in-net-more than 30-busineers days after the School tool Glosting Duto,

### 19 Singular/Plural and Joint/Several

The use of the singular shall be ceemed to include the plural and vice versa, whenever the context so requires. If more than one porson consiliutes Seller or Purchaser, their obligations as such Party shall be Joint and several.

### 20 No Survival

No representation and/or covenant contained herein shall survive Closing except as expressly provided. Payment of the Balance shall constitute a discharge and release by Purchaser of all of Seller's obligations hereunder except those expressly stated to survive Closing

### 21 Inspections

Purchaser and Purchaser's representatives shall have the right to Inspect the Unit within 48 hours prior to Closing, and at other reasonable times upon reasonable request to Seller.

### 22 Governing Law and Venue

This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws. Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue.

### 23 No Assignment by Purchaser; Death of Purchaser

2.3.1 Purchaser may not assign this Contract or any of Purchaser's rights hereunder. Any such purported assignment shall be null and void.

23.2 This Contract shall terminate upon the death of al. persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser. Unon making such refund and reimbursement, neither Party shell have any further liability or claim against the other hereunder, except as set forth in \$ 12.

### 24 Cooperation of Parties

24.1 The Parties shall each cooperate with the other, the Corporation and Purchaser's Institutional Lender and title company, if any, and obtain execute and deliver such documents as are reasonably necessary to consummate t.ils sale. 24.2 The Parties shall timely I le all required documents in connection with all governmental filings that are required by luw. Each Party represents to the other that its statements in such filings shall be true and complete. This ¶ 24.2 shall survive Closing.

### 25 FIRPTA

The parties shall comply with IRC on 897, 1445 and the regulations thereunder as same may be amended ("FIRPTA"). If applicable, Seller shall excoute and deliver to purchaser at Closing a Certification of Non- Foreign Status ("CNS") or deliver a Withholding Certificate from the IRS. If Seller fails to deliver a CNS or a Withholding Certificate, Purchaser shall withhold from the Balance, and remit to the IRS, such sum as may be required by law. Seller hereby waivos any right of action against Purchaser on account of such withholding and remittance. This \$ 25 shall survive Closing.

### 26 Additional Requirements

26.1 Purchaser shalf not be obligated to close unless all of the following requirements are satisfied at the time of the Closing;

26.1.1 the Corporation is in good standing;

26.1.2 the Corporation has fee or leasehold title to the Premises, whether or not marketable or Insurable; and

26.1.3 there is no pending in rem action, tax cortificated ion sale or forcelosure action of any underlying mortgage affecting the Promises,

26.2 If any requirement in 9 26.1 is not satisfied at the time of the Closing, Purchaser shall give Seller Notice and if the same is not satisfled within a reasonable period of time thereafter, then cither Party way cancel this Contract (pursuant to 9 16.3) by Notice.

### 27 Escrow Terms

27.1 The Contract Deposit shall be deposited by Rscrowee in an escrow account us set forth in \$ 1.24 and the proceeds held und disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be pald by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrower demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowce is horeby authorized and directed to make such payment to the demanding party. If Escrowse does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowoo may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parlies or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at nny time to deposit the Contract Denosit and the interest thereon, if any, with the clerk of a court In the county as set forth in 9 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow

obligations and liabilities.

27.2 The Party whose Attorney is Escrowce shall be llable for loss of the Contract Deposit. If the Escrowee is Sciler's altorney, then Purchasor shall be credited with the amount of the contract Deposit at Closing.

27.3 Escrowee will serve without compensation. Escrower is acting solely as a stakeholder at the Partles' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute, Seller and Purchaser shall jointly and severally (with right of contribution) defend (by uttorneys elected by Escrowed), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad falth, willful disregard of this Contract or gross negligence. This indemnity Includes, without limitation, reasonable attorneys' fees either paid to retain nttorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and litigation expenses.

27.4 Escrower acknowledges receipt of the Contract Deposit, by check sublect to collection.

27.5 Escrower agrees to the provisions of this \$ 27.

27.6 If Escrowee is the Attorney for a Party, Escrowee shall be

permitted to represent such Party in any disnute or lawsuit, 27.7 This 9 27 shall survive Closing, cancellation or termination of this Contract

### 28 Margin Headings

The margin hending do not constitute part of the text of this Contract.

### 29 Miscellancous

This Contract shall not be binding unless and unlil Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchaser's Attorney) pursuant to § 17.2 and 17.3. This Contract shall bind

and Inure to the benefit of the Parties hereto and their respective heirs, personal and legal representatives and successors In interest.

30 Lead Paint If applicable, the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof.

In Witness Whereof, the Parties heroto have duly executed this Contract as of the date first above written.

11.28.2017 12:20:13 PM 12.25.2.2019 10.00

ESCROW TERMS AGREED TO: Michael J. Pones ESCROWEls

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e R.

### **FIRST RIDER ANNEXED TO AND FORMING A PART OF CONTRACT OF SALE FOR THE 18TH FLOOR KNOWN AS UNIT 1801 AT SHERRY NETHERLAND**• **INC .• 781 FIFTH AVENUE, NEW YORK, NEW YORK, A COOPERATIVE APARTMENT BETWEEN SHERRY 1800s, LLC, AS SELLER, AND GENEVER HOLDINGS LLC, AS PURCHASER, DATED FEBRUARYZ..I, 2015**

**FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 71 of 104

> 31. In the event of any conflict between the provision of this Rider or any other Rider, and the provisions of the Contract to which this Rider is attached, the provisions of this Rider shall control.

> 32. In addition to the representation made by Purchaser in Paragraph 4 of this Contract) Purchaser) jointly and severally, represents and warrants to Seller that Purchaser knows of no outstanding judgments or tax liens and knows of no threatened lawsuit or claim (including criminal and/or tax proceedings).

> 33. Supplementing Paragraph 20, the acceptance of the Shares and the assumption of the Lease by Purchaser anc the delivery of possession of the Unit and keys by Seller shall be deemed full perfonmmce by Seller of Seller's obligations under this Contract, except any of which that survive Closing, and such acceptance and assumption by Purchaser shall discharge Seller from all terms• conditions, representations and agreements required to be performed by Seller under this Contract1 except any of which that survive Closing. No liability on the part of Seller shall survive the Closing except as expressly set forth *in* this Contract.

> 34. In the event that there is any refund on real estate taxes attributable to the time period in which Seller has owned the Unit, such refund shall belong solely to Seller. In this regard, Purchaser shall cooperate with Seller in connection with obtaining such refund and Purchaser agrees to sign any reasonable documentat:on to assist Seller in obtaining such refund, If such refund is delivered to Purchaser (or credited t::Jwards Purchaser's monthly maintenance by the Corporation), Purchaser shall promptly remit such refund to Seller. The Parties acknowledge that the provision of this Paragraph 34 shall survive the Closing

> 35. An increase in the maintenance or the imposition of an assessment after the date hereof shall not be deemed a misreprcsentF,ltion or breach by Seller hereunder. In this regard, any assessment imposed by the Corporation after the date of this Contract, shall be solely the obligation of Purchaser if such assessment is payable on or after the date of Closing, Seller will send Purchaser a copy of any notices from the Corporation regarding material facts relating to the Corporation including any maintenance increases.

3 6. A "Disc~osure of Infonnation on Lead.Based Paint and/or Lead Based Paint Hazards" *is* attached hereto as Exhibit A hereto. Such document may be executed in counterpruis, This Contract shall be ceemed executed when signed by the parties hereto notwithstanding that the Broker's signature on such Exhibit A have not yet been obtained. Purchaser acknowledges that Purchaser has received the pamphlet Protect Your Home From Lead in Your Home and Purchaser hereby waives the opportunity to conduct a. risk assessment or inspection for the presence of lead• based paint and/or lead-based paint hazards in the Unit and/or the Premises. Purchaser acknowledges that Seller has made no representations to Purchaser concerning the presence of lead paint in the Premises except in the Unit and then only to the extent expressly set forth in the attached disclosure form. Notwithstanding any requirements pursuant to any Local Law, Purchaser

the Premises and Unit in their current 11as is 11 condition concerning the presence of lead paint and any hazards related to same,

> 37. All representations made by the Seller in the Contract or any Rider thereto are made to the best of Seller's knowledge and belief without independent investigation and shall not survive the closing.

**IN WITNESS WHEREOF,** of the parties hereto have executed this Rider to Contract of Sale as of the date first above written.

### **SELLER:**

### **PURCHASER:**

**GENEVER HOLDINGS LLC**

### SECOND RlDER TO CONTRACT *OF* SALE DATED AS OF FEBRUARYjJ\_, 2015, BETWEEN SHERR v 1800S LLC, AS SELLER, AND GENEVER HOLDrNGS LLC, AS PURCHASER, COVERING PREMISES LOCATED AT 781 FIFTH A VENUE, NEW YORK, NEW YORK, 18TH FLOOR (UNITS 1801, 1804, 1807, 18091 1811, SERVANTS ROOM 1519)

> SR 1. In case of any inconsistency or conflict between the printed portion of this Contract or the First Rider, and the provisions of this Second Rider, the provisions of this Second Rider shall control,

> SR2. Seller shall, promptly after receipt thereof, deliver to Purchaser copies of any written notices from the Corporation receiwd after the Delivery Date and relating to: (1) any increase in the amount of the monthly Maintenance as set forth in paragraph 1.1 7; (2) any intended or proposed assessment other than the Assessment; (3) any intended or proposed changes to the "flip tax" or other transfer fee charged by the Corporation or its Managing Agent; ( 4) any proposed amendment or modification of the Lease, the Certificate ofincorporation of the Corporation or the Cc-rporation's By-Laws; (5) any proposed construction or repair work the cost of which is intended to be borne by the Corporation, its insurers or its shareholders; (6) any refinancing or other material change with respect to any mortgage affecting the Premises; or (7) any damage or casualty to the Unit or the Premises.

> SR3. Supplementing paragraph 3.3: In the event Setler removes any light fixtures from the Unit, such fixtures will be replaced with standard fixtures, so that no exposed wiring or bulbs remain in place of the removed fixtures. Seller shall, at its own expense and prior to the Closing, remove from the Unit all furniture, furnishings and other personal property and/or fixtures not included in this transaction and shall repair in a good and workmanlike manner any material damage caused cy such removal. Any of Seller's personal property not included in the sale contemplated hereby which is not removed from the Unit prior to the Closing shall be deemed abandoned property. Purchaser may (but shall not be obligated to) cause any such abandoned property to be removed from the Unit at Seller's risk and expense. The provisions of this paragraph shall survive the Closing.

SR4. Notwithstanding the provisions of paragraph 7 or any other provision of this Contract to the ccntrary, Seller represents and warrants that the plumbing, heating, electrical and air conditioning systems and fixtures and all Personalty shall be in working order at the Closing, to the extent the responsibility of Seller under the Lease.

SR5. (a) As 1i material inducement to Purchaser entering into this Contract, Seller hereby represents that Seller has obtained all necessary approvals, pennits and certificates from the Corporation and the New York City Department of Buildings for any work done by Seller to the Unit. Fu:iher, Seller is not obligated to perform any work or expend any monies

D(1cY: US! 984 I I 54v4

( other than maintenance) pursuant to any agreement ( other than the Lease and other Co-op Documents) with the Corporation that would be binding on Purchaser after Closing.

104

(b) Prior to Closing, Seller shall, at its sole cost and expense, cause any and all open permits against the Unit to be closed, discharged, and otherwise paid **for,** and shall deliver satisfactory proof of same to Purchaser. A Letter of Completion from the NYC Department of Buildings shall be deemed satisfactory proof. Notwithstanding the foregoing, Seller shall not be required to close two open permits that are listed by the New York City Department of Buildings as Job Nos. 101785169 and 101778836, copies of which Jobs are attached hereto. The parties acknowledge the reason for the prior sentence is that the Corporation has stated it will agree in writing to duly close these two open pennits. In the event the Corporation does not deliver such written agreement, then Seller may either elect to close these permits, but if it does not, then either party may terminate this Contract.

(c) Seller shall either (a) deliver to Purchaser a letter of completion from the New York City Deprrtment of Buildings evidencing that the Unit has been legally combined, or (b) at Closing, execu:e and file with the transfer taxes returns an affidavit stating the reELo;;ons that the Unit is properly and legally considered to be a single unit with one kitchen and that transfer tax should be paid to New York City at the rate of 1.425%. Seller shall also deliver an indemnity letter to Purchaser indemnifying Purchaser against any costs and damages (including, but not limited to penalties and interest for late payment) resulting from the City's requiring payment at a higher rate of taxafon. Notwithstanding the foregoing, if (i) Seller is unable to deliver a letter of completion as set ::'brth above, and (ii) Seller elects to pay the New York City transfer tax at the rate of 1.425% (rather than the so-called "bulk rate" of 2.625% ), then Seller's attorneys shall hold in escrow the sum of \$840,000 representing the difference between these rates of taxation. Seller's attorneys shall hold such sum for the shorter of (i) two (2) years (representing the current audit period for this tax by the New York City Department of Finance ("DOF")i or (ii) until such time that the Corporation delivers satisfactory written evidence from the New York City Department of Buildings (and/or other appropriate governmental entities) that the Unit has been properly and legally combined. Seller's attorneys shall either release the balance to Seller if it is determined thet 1.425% was the appropriate rate of taxation, or pay this sum, plus interest and penalties, if any, in the event it is determined by DOF that 2.625% was the appropriate transfer tax rate.

SR6. Supplementing paragraph 4.1: "4.1.10. To Seller's knowledge, Seller has not received any written notice of any major repairs or replacements contemplated to the Premises or to the building systems in the Premises (including, without limitation, the heating, plumbing and electrical systems~ that could materially affect the Premises or the Unit.

"4.1.1 L To Seller 1 s knowledge, there are currently no water leaks into the Unit and there have been no such leaks during the twelve (12)- month period immediately

preceding the date hereof. In addition, Seller has not been notified during said twelve ( 12) month period of any water leaks elsewhere in the Premises which were purported to emanate from the Unit."

104

"4.1.12 During Seller's ownership of the Unit, to Seller's knowledge, Seller has not been aware of (a)° the presence any toxic mold in either the Unit, or (b) any bedbug infestation in the Unit."

"4. 1. 13 That to Seller's knowledge, there are no claims, actions, suits or legal proceedings of any kind pending or threatened (in writing), wrjch affect the Unit, Seller's ownership of the Unit or which may cause a lien of any kind to be imposed against the Unit or the Seller.''

''4.1.14 To Seller's knowledge, in the last twelve ( 12) months, that neither Seller, nor any person acting on behalf of Seller, has made any complaint **(in writing,** electronic communication or by telephone) to tl:e Corporation, Managing Agent, superintendent or any other unit owner or tenant-shareholder at the Premises regarding noise, offensive odors, offensive conduct, lack of heat or hot water, or any other disturbance or adverse condition affecting the Unit."

SR 7. All representations, warranties and covenants of Seller set forth in this Contract shall be true in all material respects as of the Closing, and Purchaser's obligation to perform under this Contract is expressly conditioned upon there being no breach, inaccuracy or misrepresentation in any of the same.

SR8. If the Corporation approves the Purchaser's application but conditions its consent upon Purchaser complying with requirements outside the scope of the Contract, such as a demand for the Purchaser to deposit funds into escrow, then Purchaser may elect, in its sole discretion, to either (i) comply with such conditions and proceed with the Purchase, or (ii) decline to comply wi-:h such conditions. If Purchaser decHnes *to* comply, then Purchaser shall deliver to Seller written notice of same and this Contract shall be deemed canceled, and Escrowee shall promptly refund ,the Contract Deposit to Purchaser. Further, Seller acknowledges and agrees that Purchaser shall only be required to disclose to the Corporation liquid assets of \$420,000,000.00 (more than five times the Purchase Price), with supporting docwnentation as may be required by the Corporation as *to* the aforesaid amount (such as bank statements), Submission by Purch3.ser of the foregoing shall be deemed complete for purposes of the "Financial Statemenf', "Statement of Assets and Liabilities signed by Purchaser or Accountant" and supporting "Veri4cation of Assets" which are required by the Corporation as part of its HStandard Transfer Requirements" Board application. Purchaser may, in its sole discretion, decline any request by the Corporation to submit any documentation showing liquid assets in excess of the aforesaid amount, so th2.t in the event the Corporation rejects the Purchaser's

Doc# US I 984 I I 54v4

application for any reason (other than willful bad faith by Purchaser), this Contract shall be deemed canceled, and Escrowee shall promptly refund the Contract Deposit to Purchaser.

104

SR9. Supplementing paragraph 11. l. 1.2: Seller's obligation with respect to payment of transfer taxes shall apply to transfer taxes imposed by both the City and the State of New York. Within fourteen (14) days following the Closing, Seller shall furnish to Purchaser's attorney proof of filir:g of such transfer taxes. Seller shall indemnify and hold Purchaser harmless from and against any and all costs, loss or expenses incurred by Purchaser, including reasonable attorneys' fees and disbursements, by reason of Seller's failure to timely perform its obligations with respect to such transfer taxes. The provisions of this paragraph shall survive the Closing.

SR 10. Supplementing paragraph 13: "13 *.5* Should either party willfully default in its obligations hereunder, it shall be liable to the other for reasonable attorneys' fees and costs incurred by the other party in enforcing this Contract as determined by a court of competent jurisdiction. In the event that either party purports to cancel this Contract and Seller elects to retain the Contract Deposit as liquidated damages, the prevailing party in any subsequent lawsuit shall recover its reasonable attorneys' fees and costs from the non~prevailing party. The award of such attorneys' fees and costs shall be recoverable as actual compensatory damages in addition to the amour:t of the Contract Deposit and/or liquidated damages which may be payable hereunder by either party."

SRl 1. Supplementing paragraph 15.1: Purchaser may also deliver a supplemental list of s·.1ch Liens at a later date but not subsequent to the Closing if Purchaser becomes aware of the same at such later date.

SR12. Supplementing paragraph 16: "16.4. Seller shall not be deemed unable to transfer the Lease anc. the Shares if such inability can be overcome by the payment of a sum of money by Seller not in excess of the Purchase Price less any loan payoff, brokerage commission, transfer truces and customary closing costs."

SR! 3. Seller agrees to deliver to Purchaser, at or prior to the execution of this Contract, to the extent within Seller) s actual possession, all drawings and plans of the Unit, including the original floor plans, and all renderings of any proposed or completed renovations therein. In addition, Seller agrees to deliver to Purchaser, at or prior to the Closing and to the extent within Seller's actual possession, originals of all instruction manuals and all guaranties and warranty agreements affecting the Unit or any of the appliances or other personalty included in this sale, the rights under which shall be deemed assigned, to the extent assignable, to Purchaser at the Closing.

SRI 4. This Contract may be executed in any number of counterparts. Each such counterpart shaH for all purposes be deemed to be an original, and all such counterparts shalJ

DocJ/: {JS i ;984 t I 54v4

together constitute and be but one and the same instrument. Facsimile signatures or scanned signatures sent by e~mail shall bind the parties,

104

SRI 5 Seller hereby agrees to cooperate with Purchaser if Purchaser elects to obtain leasehold title insurance or the Eagle 9 UCC Cooperative Interest Insurance Policy in connection with Purchaser's purchase of the Unit, including, without limitation, signing a title affidavit in the form requested by the issuer of the Eagle 9 UCC Cooperative Interest Insurance Policy.

SR16. 1ffor any reason the Corporation does not permit the Purchaser to purchase the Unit1 then Purchaser may assign this Contract to another entity within the control of the Purchaser herein.

SR 1 7. Each of the parties hereto desire that this Contract and the terms thereof (the "Confidential Aspects") be kept confidential to the greatest extent practicable. Accordingly, each of the parties hereto shall, and s~all instruct his or her agents, representatives and contractors to, maintain the confidentiality of the Confidential Aspects. It is understood, however, that the Co:ifidentia1 Aspects may be disclosed: (a) to the professional advisors of each of the parties (for example, without limitation, their attorneys and accountants), and to various other third parties (such as, for example, title insurance companies) who may be involved in aspects of the transactions or are otherwise necessary in order to consummate the transactions contemplated hereby; (b) if required to be disclosed by court order, subpoena, or other government process, or ifrequired by law; (c)with the consent of the parties; or (d) if already in the public domain,

SRI 8. Notwithstanding anything contained herein to the contrary, the parties hereby agree that the sum of (a) \$67,500,000 is hereby allocated to the Purchase Price for the Unit, and that the adc:.itional sum of (b) \$2,500,000 is hereby allocated to the Personalty included in the Unit. Accordingly, appropriate New York State and City transfer taxes shall be paid by the respective parties based upon the sum of \$67,500,000, and, in addition, Purchaser shall pay the New York State sales tax on the Personalty, whlch Seller shall collect at Closing. *() fY1 flt7*

SRl 9. Seller represents it will cause the third party sale of an additional maid'{n the Building to Purchaser either prior to or simultaneously with the closing of this transaction, In the event that Pmchaser is unable to buy this additional maid's room either prior to or simultaneous with the actual Closing of this transaction, Seller acknowledges that Purchaser may terminate this Contra~t and receive a full and prompt refund of the Contract Deposit, with interest. It is within the sole discretion of Purchaser whether to exercise or waive thls option to terminate. It is also r..oted that the Brokers listed ln this Contract shall pay for the maid's room, including costs and expenses associated therewith (including transfer **taxes).**

Doc/I: *US* I :984 l ( 54v4

*I / l*

SR20. In the event th2.t for any reason the parties are unable to close this transaction by March *6,* 2015, then Purchaser may terminate this Contract and receive a full refund of the Contract Deposit. It is within the sole discretion of Purchaser whether to exercise or waive this option t:) terminate.

> SR21. Seller shal! pay the brokerage commissions based upon the total consideration being paid by Purchase:- for both the Unit and Personalty (which is the sum of \$70,000,000.00).

SHERRY 1800s LLC, Seller ,,,., -•~~•~•••~'<~•••,\_. · ">' vs•••••••~,.V,•--

Name: Title:

GENEVER HOLDINGS LLC, Purchaser V\..- \.../ 1 (.., ,\_ <- l,-'"', By: ~-? */J"'J,.,~~'=-~/,* , *c:--:-:~::-;;.~i r~* Ira J. Gi~ert 1 Authorized Person

Doc#: USl :98411 **S4v4**

INDEX NO. 652077/2017 FILED: NEW YORK COUNTY SEEERHEATHABE22222 Emelled Bareer Libert Libert Leagues CRP112017

104

Transmill 3 1 42-Lead paint disclosure, raile of develling. 24 CFR Part 35, 40 CFR Part 745, 9-6-96

# Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards

### SALES

### Lead Warning Statement

Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.

### Seller's Disclosure

(a) Presence of lead-based paint and/or lead-based paint hazards (Check (i) or (ii) below);

(i) [ Known lead-based paint and/or lead-based paint hazards are present in the housing (explain).

a minimala mana ana an an mandria di manumintan an anatan an a ammetintasamanan mananan manantan ang manggunan manggan kang mingga ba

maamada waa waa waa amaanaa amaa amaa ah maatay waa ahaa ahaa ahaa aanaan amaan amaan

![](_page_78_Picture_12.jpeg)

(C)

antinantaanna akaanshiraadidaamaasiisaaniinaanaanaanaanaanaanaanaanaanaanaanaanaanaanaanaa Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing.

(b) Records and reports available to the seller (Check (i) or (ii) below):

(i) LJ Seller has provided the purchaser with all available records and reports perfaining to leadbased paint and/or lead-based paint hazards in the housing (list documents below),

ննական կառավարության կայքում (ուղեծրի մասնոկակներ կազմի մասնական մասնական մասնական

(ii) Seller has no reports or records pertaining to lead-based paint and/or lead-based paint Mazards in the housing.

### Purchaser's Acknowledgment (initial)

. Purchaser has received copies of all information listed above.

> Purchaser has received the pamphlet Protect Your Family from Lead in Your Home.

Purchaser has (check (i) or (ii) below):

(i) [ received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards; or

(ii) I. waived the opportunity to conduct a risk assessment or inspection for the presence of lead-- based paint and/or lead-based paint hazards.

### Agent's Acknowledgment (initial)

(f) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ of his/her responsibility to ensure compliance.

### Certification of Accuracy

The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. 61 11 11 11 .

| A SELLER ( Jen e Je . P. J. F. Millia Clich DATE | BARATORA WANNA PERSONAL PER BARA BE LEA BE LEA BE LEA BE LEA BE LEA BE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE L The procession and a called of the later of the later of the belief of the belief of contract any and anyone SELLER A OUT SALIN 6912 | 111 DATE | |-----------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------| | An unery PURCHASER OATE | PUACHASER | SAPETTING AND PARTIC PRESCIAL AS ACTIVAL A ACCULT AN A A COLOR COLOR COLLECT COLLEGO TO R DATE |

Agent

DATE

### Purchase Application

Purchase Application

New York February 26 220 15 Applicant's Name "Miles" Kwok Ho Wan (Genever Holdings LLC) (Name or Names must be entered above in manner that Stock Certificate and other Documents are to be drawn.) Applicant's Attorney Ira Gilbert, Esq. (igilbert@paulweiss.com)-relephone 2 12-373-3529 Altorney's Firm and Address Paul, Weiss, Rifkind, Wharton, & Garrison LLP 1285 Avenue of the Americas, New York, NY 10019-6064 Seller's Name Sherry 1800s, LLC Seller's Attorney Michael J. Jones, Esq. Selephone 203-661-6000 Attorney's Firm and Address 170 Mason Street, Greenwich, CT 06830 Closing Date and Time No later than 3/6/15 at 10am\_\_\_\_\_\_\_\_ Date of Possession\_No later than 3/6/15 The undersigned hereby offers to purchase \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------capital stock of The Sherry-Netherland, Inc. and the accompanying proprietary lease for Apartment \_\_ 1801\* in the building located as 781 Fifth Avenue, New York, on the following terms and conditions. \* and Maid's room 1519 Purchase Price of Stock \$ 67,500,000 Month \$ 57,085.53 Deposit & Z,000,000\_\_\_\_\_\_\_\_ Special conditions, If any: Additional sum of \$2,500,000 is allocated to the personal property included in the unit Yes No Amount None Financing: \_ Bank ( Note: This proposal shall result in no legal abligation until a formal contract of purchase and sale la exercured by the parties concerned i The undersigned has filled out the information sheet below and understands that this information is essential In considering this application. It is further understood that this application, when signed by the undersigned, is to be subject to approval by the Seller or Authorized Representative and to the Terms and Conditions on the reverse side hereof. Broker Seller: John Burger, Brown Harris Stevens Signature of Purchase Applicant and Serena Boardman, Sotheby's Purchaser: Kathy Sloane, Brown Harris Signature of Purchase Applicant Stevens Information Regarding Applicant Home Address: 16A, South Bay Road, Hong Kong Telephone +852 2160 0888 Business Connection and Position - President and Owner (Securities and Real Estate Investments) Business Address: 49/F, Bank of China Tower, No.1 Names of all persons who will reside in the apartment and if children, state number and their approximate ages:(1) Kwok Ho Wa; Purchaser (2) Ngok Hing Chi; Wife of Purchaser (3) Guo Qiang; Son of Purchaser (4) Guo Mei; Daughter of Purchaser (5) Yaz Qinghua; \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Sister of Purchaser's Wife \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Names of all clubs and society memberships, fraternities and honorary societies to which Nathes of an clubs and society memberships, fraternines and nonorary societies to applicant belongs: Trump Golf Course, Palm Beach, FL Schools and colleges attended by husband, wife and childre Mr. and Mrs. Kwok received their education in China Guo Qiang (son.of Mr. Kwok) attended Bard College \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

## ETLED : NEW YORK COUNTY CHERKMED Of COLLERS : 2016 12 : 22 : 2017/01/28 : 11:02:25 : TNER NO. 6520 : 72 : 2017/2017 104

| | Does applicant wish to maintain pets, and if so please specify: NO | |--------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | References | | Landlord: | | | | Present Landlord or Agent Own a private residence | | | Address 16A South Bay Road, Hong Kong | | | Approximate Length of Occupancy_______________________________________________________________________________________________________________________________________________ | | | Previous Landlord or Agent | | | A 58 33 232025 | | | Address of previous residence and approximate length of occupancy: ___________________________________________________________________________________________________________ | | | (Bank-Personal Account) Steven Wong (Business) Hank Lo, Partner - Stevenson, Wong & Co. | | | Address Central Tower, 28 Queen's Road, Central, Hong Kong Stock Broker, C.P.A, Executor, if any Address - - - | | | For information regarding source of income contact____________________________________________________________________________________________________________________________ A 285 YEXON - - - - - | | Financial: A. છે. (j ि. Personal: | | | 1 | Name The Rt. Hon. Tony Blair | | | Address PO Box 60519, London W27JU UK | | ﺮ ﻣﻦ | Name | | | Address UBS AG 52/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong Address | | ా | Name _________________________________________________________________________________________________________________________________________________________________________ |

### Special Remarks:

Please give any additional information which may be pertinent or helpfu Mr. and Mrs. Kwok are very impressed with The Sherry-Netherland and look forward to making The Sherry-Netherland the principle residence for their family.

# 17.8825 Doc 35.800 Land PS 25.5.2019 PM 98.78 Ferrered States Production Production Production Production Production Production Production Production Production Production Pr

IN . SECRIVAN INK RIAND

Purchase Application

| | New York _____________________________________________________________________________________________________________________________________________________________________ | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|--| | Applicant's Name KWOK HO Wan | | | | | (Name or Names must be entered above in manner that Stock Certificate and other Documents are to be drawn.) | | | | | Applicant's Attorney J. Gilbert Ex2. Telephone(212) 313-352 Atlorney'spirm and Address and, Wels, Rif cind, Nhayton D. Garrisan U | | | | | 1×85 Avenue of the Americas, New Your, N.Y. 10019 | | | | | Seller's Name ________________________________________________________________________________________________________________________________________________________________ | | | | | Seller's Attorney | | | | | Attorney's Firm and Address___________________________________________________________________________________________________________________________________________________ | | | | | Closing Date and Time_________________________________________________________________________________________________________________________________________________________ | | | | | The undersigned hereby offers to purchase ____________________________________________________________________________________________________________________________________ | | | | | capital stock of The Sherry-Netherland, Inc. and the accompanying proprietary lease for Apartment ____________________________________________________________________________________________________________________________________________________________________ the following terms and conditions. | | | | | Purchase Price of Stock \$_____________________________________________________________________________________________________________________________________________________ Month \$ | | | | | Deposit \$ to 00 000 Special conditions, if any: ______________________________________________________________________________________________________________________________ | | | | | | | | | | Financing: Yes No}X Amount Amount Bank Bank ( Note: This proposal shall result in no legal obligation until a formal contract of purchase and sale is executed by the parties concerned.) | | | | | information is essential in considering this application. It is further understood that this application, when signed by the undersigned, is to be subject to approval by the Seller or Authorized Representative and to the Terms and Conditions on the researchie hereof. Broker _______________________________________________________________________________________________________________________________________________________________________ | | | | | | | Signature of Purchase Applicant | | | | | Signature of Purchase Applicant | | | | | | | | Information Regarding Applicant | | | | | Home Address: 16A, South Boy Rood, Horng Kome, Telephone 7852 | | | | | Business Connection and Position: Business Address: 471 Bark of China Toues, No. 1 Gardes Seption, Jarrinal, Horner Kory | | | | | | | | | | Ners of all persons who will real of internet in the collection for any being the of the comments. (1) President (1) Crup (1) (1) 2 (1) 1 (1) (1) (1) (1) (1) 1 (1) (1) 1 (1) | | | | | | | | | | | | | | | pplicant belongs: Mor -a-lago Clusts, the Trump Giott Course | | | | | | | | | | chools and colleges attended by husband, wife and children:___________________________________________________________________________________________________________________ | | | | | | | | | | | | | |

# Personal Letter of Reference

104

From The Rt Hon Tony Blair

February 2015

Ladies and Gentlemen *9f* the Board of The Sherry Netherland,

It is my great pleasure that I am writing you this letter of reference for Miles Kwok as a potential owner in your building. I have known Miles for seven years and have only the highest respect for him in business and as a friend. I have worked closely with Miles over the years and have always admired his honesty and loyalty.

Miles is dependable, sincere and extremely responsible as an individual; conducting himself with dignity and intelligence. Miles is honest, forthright and has impeccable taste.

I would highly recommend him to your building as I know that Miles would be a wonderful addition as your neighbour at The Sherry Netherland. Miles is a very accomplished man and, in my opinion, would be a most valuable asset to The Sherry Netherland.

PO Box 60619 London W27JU

# Business Letter of Reference

| FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM | | | | | | | INDEX NO. 652077/2017 | |---------------------------------------------------------------------------------------------------------------------------------|---------------------|-----------|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|------------------------------------|-----------------------------| | NYSCEF DOC. NO. 256 | Case 22-50073 | Doc 183-2 | Filed 04/06/22 | Entered 04/06/22 17:07:45 | | Page 87 of | RECEIVED NYSCEF: 11/28/2018 | | | Stevenson Wong &Co. | | 104 | Wi!ly Y.P. Cheng- 0 .Hank H.F Lo• | | ~::;::ii ~tfHt | | | | X 1:_ ]![ §£:. | grp | Pfr | Cathenne K.G. Por Er,c CH. Lui• 1~4evHte J,J, \VatkinS"' W(:ndy \NS. L,;m• | | ;~U~ Sz,~ ta£J 1H~H | | | ()ur Ref | EYC/HLO(P)/75450/15 | | | Lai 5, Lam• Cornelia VV,C. Chu· J,mice L.H Heidi H. Chui• Er <a cheng<="" th="" yy=""><th></th><th>,tf;(r,\" ;;~~]{ \;,f,rf Ya;</th><th></th></a> | | ,tf;(r,\" ;;~~]{ \;,f,rf Ya; | | | Your ,' <et< th=""><th></th><th></th><th></th><th>)er·ior Consultant: Angus Forsyth1n</th><th></th><th></th><th></th></et<> | | | | )er·ior Consultant: Angus Forsyth1n | | | | | Rep!y Fax | | | | Consuf!ant Sher!ynn G. Chan | | | | | | 17 February 2015 | | | ~~,;,:-::m:~Rt | Notary Public of Hong K0ng | | | | | | | | q:i:ffl~H.i;lifA | o China-Appointed Attesting Officer | | | | BY POST | | | | ~~~-lf}, | • Civil CelebiJnt of fAarriages | | |

Board of Directors of The Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022

Dear Board members of The Sherr/ Netherland,

I am writing this letter of recommendation rn support of the application of Mr. Kwok Ho Wan (also known as Miles Kwok) to become a resident shareholder of your cooperative.

I first met Miles when he engaged my /aw firm in one of his business transactions about seven years ago. I was and am a partner of my firm. We have since established a long-standing relationship. Over the years, my firm has acted for Miles in various business transactions in different areas, including project financing, fund-raising, corporate mergers and acquisitions and acquisition of aircrafts, leisure boats and properties in Hong Kong, China and different parts of the world.

Miles is a successful businessman and a polite, dependable and responsible individual who conducts himself with dignity and intelligence. Putting aside our work relations, Miles has also been a good friend of mine. Personally, I know Miles to be delightful, considerate and respectful. I trust that his personal qualities will definitely make him a good neighbor and responsible steward of your building.

In my opinion, Miles will be a valued addition to your building.

If you wish to contact me personally, please feel free to call me at +852 2533 2552,

**[ Hank** Lo Partner STEVENSON, WONG & CO.

i'}~rfl ~.i'tFr:b\ii1'112a,~Ji: c:pl\Lf:J:1.1~, sml,}, 1 4/F, &, 1602, Central Tovver, 2.8 Queen's Road Central, Hong Kong *t1!~~,* Tt.~!: i 852 2526 6.J 11 **·WJ,i** fax, ~e52 2845 0638 **l!lt(l** [m,,i/ info(\llsv,;-hk.com *\NWW.* S\V~hk.corr,

g™ 1N .. dfJ it B *i&, W* itr\_;, t,U·ti ri;ii \* ;;,tt; i **i.HH** *i-1,:Jf* % *it'.* a~ Hong Kong Cuangzhou 5h;:,ngha. -~anjing Shenz~ien Suzhou !n!erl.:i-v 19/l.1

18 February 2015

### **BY POST**

Board of Directors of The Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022

Dear Ladies and Gentlemen of the Board of The Sherry Netherland,

It is a great pleasure for me to recommend Kwok Ho Wan, also known as Miles Kwok, to be a shareholder in The Sherry-Netherland, Inc. and~ resident in your building. I am a managing director of the Wealth Management and Swiss Bank Department at UBS AG and attach my name card for your kind reference. I *have* known Miles for about five years since he first began working with UBS AG. Miles has since been working with us in the areas of securities investment and also in financing his various projects in areas such as aircraft acquisitions.

Miles has been a successful and accomplished entrepreneur who has developed and managed a number of companies, both domestically and internationally. Over the years, Miles has earned his credibility in our bank. He is very reliable and always fulfills his repayment obligations. For this reason, our bank is happy to have him as our long-term client.

From a personal standpoint, Miles is a sincere and modest gentleman with a warm heart. He is financially sound but very humble. He is also one of the most intelligent, genuine and respectful people I have ever known.

Based on my long standing relationship with Miles, I do recommend Miles to be a shareholder in your cooperative and a resident in your building. I am sure your community will be pleased to have him and his family join you at The Sherry.

If you have any questions, please do not hesitate to contact me at stephen-kc. wong@ubs.com.

Yours faithfully,

# Financial Letter of Reference

104

Hong Kong Branch 52/F Two International Finance Centre 8 Finance Street, Central, Hong Kong Tel. +852-2971 8888 Fax +852-2971 8001

Feb. 23, 2015

Board of Directors of the Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022

Dear Sirs,

## **Bank Reference - [Application for Real Estate Investments]**

We have been asked to provide a reference letter in connection with Application for Real Estate Investments. We confirm that:

### **Kwok Ho Wan**

[client's ID: P746467(7)J

has been a client of ours through a personal investment company since July 2012 and during this time Mr. Kwok Ho Wan has had a satisfactory banking relationship with us. As at 18 Feb, 2015, the funds involved in thts banking relationship is not less than USD400, 000,000.

The above information is based on our experience of this banking relationship as at current date and is given in confidence for your private use only, without any responsibility on the part of UBS AG or its employees. This letter may only be used in the business context outlined at the beginning of this letter and does not constitute a guarantee or any other obligation on the part of UBS AG. In particular, we are under no obligation to inform you of any subsequent change of circumstances in this banking relationship.

Yours faithfuliy, For and on behalf of UBS AG Hong Kong Branch

~})/ rom4 Che6ng

Managing1Director

Stephen ong Managing Director

![](_page_90_Figure_0.jpeg)

Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 92 of 104

# **EXHIBIT 12**

### 20-12411-jlg Doc 4 Filed 11/03/20 Entered 11/03/20 14:20:32 Main Document Pg 1 of 12 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 93 of 104

| Fill in this information to identify the case: | | |----------------------------------------------------------------------------------------------|--------------------------------------------| | Debtor name Genever Holdings LLC | | | SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION United States Bankruptcy Court for the: | | | Case number (if known) 20-12411 |  Check if this is an amended filing | | | |

## Official Form 202 **Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15**

**An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual's position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.**

**WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to \$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.**

### **Declaration and signature**

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

- *Schedule A/B: Assets–Real and Personal Property* (Official Form 206A/B) - *Schedule D: Creditors Who Have Claims Secured by Property* (Official Form 206D) - *Schedule E/F: Creditors Who Have Unsecured Claims* (Official Form 206E/F) - *Schedule G: Executory Contracts and Unexpired Leases* (Official Form 206G) - *Schedule H: Codebtors* (Official Form 206H) - *Summary of Assets and Liabilities for Non-Individuals* (Official Form 206Sum) - Amended *Schedule* - *Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders* (Official Form 204) - Other document that requires a declaration

I declare under penalty of perjury that the foregoing is true and correct.

| Executed on | November 2, 2020 | X /s/ Yan Ping Wang | | |----------------|------------------|--------------------------------------------------------------------|--| | | | Signature of individual signing on behalf of debtor | | | | | Yan Ping Wang | | | | | Printed name | | | | | Authorized Representative | | | | | Position or relationship to debtor | | | | | | | | | | | | | | | | |

# C28e1224-50903 DDod188-lied Ellertereinteried802006/201920714ain Deagler184tof

| | د الاستقل الت | | |----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------| | | Fill in this information to identify the case: | | | | Debtor name Genever Holdings LLC | | | | United States Bankruptcy Court for the: SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION | | | | Case number (if known) | | | | | Check if this is an amended filing | | | Official Form 206A/B | | | | Schedule A/B: Assets - Real and Personal Property | 12/15 | | | Disclose all property, real and personal, which the debtor has any other legal, equitable, or future interest. Include all property in which the debtor holds and powers exercisable for the debtor's own benefit. Also include assets and properties which have no book value, such as fully depreciated assets or assets that were not capitalized. Inst any executory contracts or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). | | | | Be as complete and accurate as possible. If more space is neet to this form. At the top of any pages added, write the debtor's name and case number (if known). Also identify the additional information applies. If an additional sheet is attached, include the amounts from the attachment in the total for the pertinent part. | | | | For Part 1 through Part 11, list each asset under the appropriate supporting schedules, such as a fixed asset schedule or depreciation schedule, that gives the details for each asset only once. In valuing the debtor's interest, do not deduct the value of secured claims. See the instructions to understand the form. Part 1: Cash and cash equivalents | | | | 1. Does the debtor have any cash or cash equivalents? | | | | 1 No. Go to Part 2. | | | | Yes Fill in the information below. All cash or cash equivalents owned or controlled by the debtor | Current value of | | 2. | Cash on hand | debtor's interest \$90.037.48 | | | 3. Checking, savings, money market, or financial brokerage accounts (Identify all) Name of institution (bank or brokerage firm) Type of account number | Last 4 digits of account | | | Other cash pourivalente (Identify all | |

Total of Part 1.

Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

### Part 2: Deposits and Prepayments

6. Does the debtor have any deposits or prepayments?

O No. Go to Part 3.

ട.

റ്റ.

Yes Fill in the information below.

7. Deposits, including security deposits and utility deposits Description, including name of holder of deposit

Description, including name of holder of prepayment

Add lines 7 through 8. Copy the total to line 81.

7.1. The Sherry Netherland - 5 year security deposit.

\$3,312,850.20

Part 3: Accounts receivable

Total of Part 2.

### 10. Does the debtor have any accounts receivable?

Official Form 206A/B

Schedule A/B Assets - Real and Personal Property

page 1

\$3,312,850.20

\$90,037.48

### 20-12411-jlg Doc 4 Filed 11/03/20 Entered 11/03/20 14:20:32 Main Document Pg 3 of 12 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 95 of 104

| Debtor | Genever Holdings LLC Name | | | Case number (If known) | | |-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|-------------------------------------------------------------|--------------------------------------------|---------------------------------------| | | L No. Go to Part 4. Yes Fill in the information below. | | | | | | 11. | Accounts receivable 11a. 90 days old or less: | 0.00 face amount | doubtful or uncollectible accounts | 0.00 = . | unknown | | 12. | Total of Part 3. Current value on lines 11a + 11b = line 12. Copy the total to line 82. | | | | TBD : | | | Part 4 Investments | | | | | | | 13. Does the debtor own any investments? No. Go to Part 5. Yes Fill in the information below. | | | | | | | Part 5: Inventory, excluding agriculture assets 18. Does the debtor own any inventory (excluding agriculture assets)? | | | | | | | No. Go to Part 6. Yes Fill in the information below. | | | | | | | Part 6: Farming and fishing-related assets (other than titled motor vehicles and land) 27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)? No. Go to Part 7. L Yes Fill in the information below. | | | | | | | Partifice furniture, fixtures, and equipment; and collectibles 88. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles? | | | | | | | No. Go to Part 8. L Yes Fill in the information below. | | | | | | Part 8:33 | Machinery, equipment, and vehicles 6. Does the debtor own or lease any machinery, equipment, or vehicles? | | | | | | | No. Go to Part 9. L Yes Fill in the information below. | | | | | | | Parl 9, 2019 Real property | | | | | | | 4. Does the debtor own or lease any real property? No. Go to Part 10. Yes Fill in the information below. | | | | | | 55. | Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest | | | | | | | Description and location of property Include street address or other description such as Assessor Parcel Number (APN), and type of property (for example, acreage, | Nature and extent of debtor's interest in property | Net book value of debtor's interest (Where available) | Valuation method used for current value | Current value of debtor's interest | | | Official Form 206A/B | | Schedule A/B Assets - Real and Personal Property | | page 2 | | | oftware Copynght {c} 2020 CINGroup - www.cincompass.com | | | | |

## C28e1224519973 DDod1884led Eill603/2006E21er Einteiries/2006/20192071Main Deaglene61cf Pg 404 12

| Debtor | | Genever Holdings LLC Name | | | Case number (If known) | | |----------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|-------------------------------------------------------------------------------------------------|------------------------|--------------| | | | factory, warehouse, apartment or office building, if available. 55.1. 781 5th Ave Apt 1801, New York, NY 10022-5520 Apartment 1801 | Coop Apartment | \$67,500,000 original purchase price | TBD | TBD | | | 55.2. | 781 5th Ave Apt 719, New York, NY 10022-1074 Maid's Room No. 719 | Coop Apartment | \$2,500,000 original purchase price | TBD | TBD . | | | | | | | | | | 56. | | Total of Part 9. Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88. | | | | \$70,000,000 | | 57. | No Yes | Is a depreciation schedule available for any of the property listed in Part 9? | | | | | | 58. | No [] Yes | | | Has any of the property listed in Part 9 been appraised by a professional within the last year? | | | | | | Part 10: Intangibles and intellectual property | | | | | | | | 59. Does the debtor have any interests in intangibles or intellectual property? | | | | | | | | No. Go to Part 11. L Yes Fill in the information below. | | | | | | Part 11: | | All other assets 70. Does the debtor own any other assets that have not vet been reported on this form? | | | | |

Include all interests in executory contracts and unexpired leases not previously reported on this form.

No. Go to Part 12.

□ Yes Fill in the information below.

## Case1224-50913 Dood1884led Ellebs/24/06Ezterechteir/2018/2018/2018/2018/2018/2016/16/ Pg 50gf 12

Debtor Genever Holdings LLC Name

Case number (If known)

### Summary Part 12: 2

| In Part 12 copy all of the totals from the earlier parts of the form Type of property | Current value of personal property | Current value of real property | |-------------------------------------------------------------------------------------------|---------------------------------------|-----------------------------------| | 80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1 | \$90,037.48 | | | 81. Deposits and prepayments. Copy line 9, Part 2. | \$3,312,850.20 | | | 82. Accounts receivable. Copy line 12, Part 3. | \$0.00 | | | 83. Investments. Copy line 17, Part 4. | \$0.00 | | | 84. Inventory. Copy line 23, Part 5. | \$0.00 | | | 85. Farming and fishing-related assets. Copy line 33, Part 6. | \$0.00 | | | 86. Office furniture, fixtures, and equipment; and collectibles. Copy line 43, Part 7. | \$0.00 | | | 87. Machinery, equipment, and vehicles. Copy line 51, Part 8. | \$0.00 | | | 88. Real property. Copy line 56, Part 9 | | \$70,000,000 | | 89. Intangibles and intellectual property. Copy line 66, Part 10. | \$0.00 | | | 90. All other assets. Copy line 78, Part 11. | + \$0.00 | | | 91. Total. Add lines 80 through 90 for each column | + 91b. \$3,402,887.68 | | | 92. Total of all property on Schedule A/B. Add lines 91a+91b=92 | | \$73,402,887.68 |

## Case1224-50903 Dood1884led Ellebs12406Ezterechteire0802006120182071Main Deagler188tof Pg 60gt 12

| Debtor name Genever Holdings LLC | | | | |---------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|-------------------------------------------|-------------------------------------------| | | United States Bankruptcy Court for the: SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION | | | | Case number (if known) | | | | | | | | Check if this is an amended filing | | Official Form 206D | | | | | | Schedule D: Creditors Who Have Claims Secured by Property | | 12/15 | | Be as complete and accurate as possible. | | | | | 1. Do any creditors have claims secured by debtor's property? | | | | | | L.J No. Check this box and submit page 1 of this form to the schedules. Debtor has nothing else to report on this form. | | | | Yes. Fill in all of the information below. | | | | | Part 1: List Creditors Who Have Secured Claims | | | | | | 2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured | Column A | Column B | | claim, list the creditor separately for each claim. | | Amount of claim | Value of collateral that supports this | | | | Do not deduct the value of collateral. | claim | | 2.1 The Sherry Netherland | Describe debtor's property that is subject to a lien | \$891,362.06 | TBD | | Creditor's Name | 781 5th Ave Apt 1801, New York, NY 10022-5520 | | | | 781 5th Ave | Apartment 1801 | | | | New York, NY 10022-1092 Creditor's mailing address | Describe the lien | | | | | Is the creditor an insider or related party? | | | | | No | | | | Creditor's email address, if known | Yes ls anyone else liable on this claim? | | | | Date debt was incurred | No | | | | | Yes. Fill out Schedule H: Codebtors (Official Form 206H) | | | | Last 4 digits of account number | | | | | Do multiple creditors have an | As of the petition filing date, the claim is: | | | | interest in the same property? | Check all that apply Contingent | | | | No | Unliquidated | | | | L Yes. Specify each creditor, | | | |

### Part 2: List Others to Be Notified for a Debt Already Listed in Part 1

List in aiphabetical order any others who must be a debt already listed in Part 1. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for secured creditors.

lf no others need to notified for the debts listed in Part 1, do not fill out or submit this pages are needed, copy this page. Name and address On which line in Part 1 did you enter the related creditor? account number for

this entity

### 20-12411-jlg Doc 4 Filed 11/03/20 Entered 11/03/20 14:20:32 Main Document Pg 7 of 12 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 99 of 104

| | Fill in this information to identify the case: | | | | |-----|--------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|---------------------------------------| | | Debtor name Genever Holdings LLC | | | | | | | United States Bankruptcy Court for the: SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION | | | | | Case number (if known) | | | | | | | | | Check if this is an amended filing | | | | | | | | | Official Form 206E/F | | | | | | | Schedule E/F: Creditors Who Have Unsecured Claims | | 12/15 | | | Pan List All Creditors with PRIORITY Unsecured Claims | Be as complete and accurate as possible. Use Pat 1 for creditors with PRORITY unsecured claims and Part 1 viol PRORITY unsecured caims. List the other party to any executory contracts or une result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and Personal Property (Official Form 2064/B) and on Schede Contracts and Unerpried Leases (Official Form 206G). Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 2, fill out and attach the Additional Page of that Part included in this form. | | | | | | | | | | | 1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507). | | | | | | No. Go to Part 2. | | | | | | Yes, Go to line 2. | | | | | | priority unsecured claims, fill out and attach the Additional Page of Part 1. | 2. List in alphabetical order all creditors who hat are entitled to priority in whole or in part. If the debtor has more than S cestions with | | | | | | | Total claim | Priority amount | | 2.1 | Priority creditor's name and mailing address | As of the petition filing date, the claim is: | \$0.00 | \$0.00 | | | Internal Revenue Service | Check all that apply. | | | | | Centralized Insolvency Operations PO Box 7346 | Contingent Unliquidated | | | | | Philadelphia, PA 19101-7346 | Ll Disputed | | | | | | | | | | | Date or dates debt was incurred | Basis for the claim: For notice purposes | | | | | Last 4 digits of account number | Is the claim subject to offset? | | | | | Specify Code subsection of PRIORITY | No | | | | | unsecured claim: 11 U.S.C. § 507(a) (8) | Yes | | | | | | | | | | 2.2 | Priority creditor's name and mailing address | As of the petition filing date, the claim is: | \$0.00 | \$0.00 | | | NYC Dep't of Finance | Check all that apply. | | | | | Legal Affairs | Contingent | | | | | 345 Adams St Fl 3 Brooklyn, NY 11201-3719 | Unliquidated Disputed | | | | | | | | | | | Date or dates debt was incurred | Basis for the claim: | | | | | | For notice purposes | | | | | Last 4 digits of account number | Is the claim subject to offset? No | | | | | | | | | | | Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) | | | | | | | Yes | | |

Case 224500973 Pg 800f 12

| Debtor | | Genever Holdings LLC | | Case number (if known) | | | |--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|--------------------------------------------------------------------------------------|----------------------------------------|-------------------| | | None | | | | | | | | | Creditor's name and address | Describe of the Property | | Date | Value of property | | દ. | Setoffs | List any creditor, including a bank or financial in this 90 days before filing this case set of or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor's direction from an account of the debt. | | | | | | | None | | | | | | | | | Creditor's name and address | Description of the action creditor took | | Date action was taken | Amount | | | | Part 3 Legal Actions or Assignments | | | | | | | None. | 7. Legal actions, administrative proceedings, court actions, attachments, or governmental audits List the legal actions, proceedings, investigations, mediations, and audits by federal or state agencies in which the debtor was in any capacity-within 1 year before filing this case. | | | | | | | | Case title | Nature of case | Court or agency's name and | Status of case | | | | | Case number | | address | | | | | 7.1. | Pacific Alliance Asia Opportunity Fund L.P. v. Kwok Ho Wan (various akas), Genever Holdings LLC and Genever Holdings Corporation 652077/2017 | | Supreme Court of the State of New York 60 Centre St New York, NY 10007-1402 | Pending On appeal Concluded | | | | | 7.2. Genever Holdings LLC v. The Sherry-Netherland, Inc. 152838/2020 | | Supreme Court, New York County 60 Centre St New York, NY 10007-1402 | Pending On appeal 디 Concluded | | | | | 7.3. The Sherry-Netherland, Inc. v. Genever Holdings LLC 154853/2020 | | Supreme Court, New York County 60 Centre St New York, NY 10007-1402 | Pending On appeal Concluded | | | | | 7.4. The Sherry-Netherland, Inc. v. Genever Holdings LLC, 781 Fifth Avenue, Apartment 1801, NY NY 10022 154854/2020 | | Supreme Court, New York County 60 Centre St New York, NY 10007-1402 | Pending On appeal Concluded | | | | | 7.5. The Sherry-Netherland, Inc. v. Genever Holdings LLC, "John Doe" and/or "Jane Doe" 155038/2020 | | Supreme Court, New York County 60 Centre St New York, NY 10007-1402 | Pending On appeal Concluded | |

8. Assignments and receivership

List any property in the hands of an assignee for the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

None

Part 4: Certain Gifts and Charitable Contributions

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unles of the gifts to that recipient is less than \$1,000

Official Form 207

Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

## C æte 22450973 Pg 904 12

| Debtor | Genever Holdings LLC | Case number (f known) | | | |--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------| | 2.3 | Name Priority creditor's name and mailing address NYS Dep't of Taxation Bankruptcy/Special Procedure PO Box 5300 Albany, NY 12205-0300 | As of the petition filing date, the claim is: Check all that apply. Contingent Unliquidated Disputed | \$0.00 | \$0.00 | | | Date or dates debt was incurred | Basis for the claim: For notice purposes only | | | | | Last 4 digits of account number | Is the claim subject to offset? | | | | | Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) | No Yes | | | | | Part 2: List All Creditors with NONPRIORITY Unsecured Claims out and attach the Additional Page of Part 2. | 3. List in alphabetical order all of the creditors with a secured claims. If the debtor has more than 6 creditors will nonproxity ansecured caims, fil | | Amount of claim | | | 3.1 Nonpriority creditor's name and mailing address Adam Leitman Bailey P.C. | As of the petition filing date, the claim is: Check all that apply. Contingent | | \$0.00 | | | 1 Battery Park Plz Fl 18 New York, NY 10004-1646 Date(s) debt was incurred Last 4 digits of account number __ | Unliquidated Disputed Basis for the claim: for notice purposes Is the claim subject to offset? No No D Yes | | | | 3.2 | Nonpriority creditor's name and mailing address Bravo Luck Limited | As of the petition filing date, the claim is: Check all that apply. Contingent Unliquidated | | \$67,500,000.00 | | | P.O. Box 957 Off Shore Incoropration Ce Date(s) debt was incurred | Disputed Basis for the claim: | | | | | Last 4 digits of account number _ | Is the claim subject to offset? No No Yes | | | | 3.3 | Nonpriority creditor's name and mailing address Golden Spring New York Ltd | As of the petition filing date, the claim is: Check all that apply. Contingent | | \$1,800,000.00 | | | 162 E 64th St New York, NY 10065-7478 Date(s) debt was incurred Last 4 digits of account number | U Unliquidated Disputed Basis for the claim: Is the claim subject to offset? = No [] Yes | | | | 3.4 | Nonpriority creditor's name and mailing address Pacific Alliance Asia Opportunity FundLP clo O'Melveny & Myers 7 Times Sq New York, NY 10036-6524 | As of the petition filing date, the claim is: Check all that apply. L Contingent Unliquidated Disputed | | \$121,000,000.00 | | | Date(s) debt was incurred Last 4 digits of account number | Basis for the claim: Is the claim subject to offset? No No Yes | | | | 3.5 | Nonpriority creditor's name and mailing address Qiang Guo c/o Bravo Luck Limited P.O. Box 957 Off Shore Incoropration Ce Date(s) debt was incurred | As of the petition filing date, the claim is: Check all that apply. Contingent Unliquidated Disputed Basis for the claim: | | \$5,000,000.00 | | | Last 4 digits of account number | Is the claim subject to offset? No No Yes | | |

## Case 224500978 Pg 1104f 12

| Debtor | Genever Holdings LLC | Case number (if known) | | | | |----------------------------------------------------|-------------------------------------------------|---------------------------------------------------------------------|--------|--|--| | Name | | | | | | | | Nonpriority creditor's name and mailing address | As of the petition filing date, the claim is: Check all that apply. | \$0.00 | | | | Romer Debbas LLP | | Contingent | | | | | | | Unliquidated | | | | | 275 Madison Ave Ste 801 New York. NY 10016-1153 | | Disputed | | | | | Date(s) debt was incurred | | Basis for the claim: for notice purposes | | | | | Last 4 digits of account number | | Is the claim subject to offset? No No [] Yes | | | |

### Part 3: | List Others to Be Notified About Unsecured Claims

4. List in alphabetical order any others who maims isted in Parts 1 and 2. Examples of entilies that may be listed are collection agencies, assignes of claims listed above, and attorneys for unsecured creditors.

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this pages are needed, copy the next page.

| 4.1 | Name and mailing address | On which line in Part1 or Part 2 is the related creditor (if any) listed? | Last 4 digits of account number, if any | |-----|----------------------------------------------------------------------------|------------------------------------------------------------------------------|-----------------------------------------------| | | New York State Attorney General 120 Broadway New York, NY 10271-0002 | 2.3 Line | | | | | Not listed. Explain | | | 4.2 | NYC Dept of Law Attn: Bernadette Brennan, Esq. | Line 2.2 | | | | 100 Church St Rm 5-233 New York, NY 10007-2601 | Not listed. Explain | |

Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims

5. Add the amounts of priority and nonpriority unsecured claims.

- 5a. Total claims from Part 1 5b. Total claims from Part 2 - 5c. Total of Parts 1 and 2 Lines 5a + 5b = 5c.

| | | Total of claim amounts | |-----|---|------------------------| | Sa. | S | 0.00 | | 5b. | S | 195,300,000.00 | | 5c. | S | 195,300,000.00 |

### 20-12411-jlg Doc 4 Filed 11/03/20 Entered 11/03/20 14:20:32 Main Document Pg 11 of 12 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 103 of 104

| | | 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 | | |---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------| | | Fill in this information to identify the case: | | | | | Debtor name Genever Holdings LLC | | | | | United States Bankruptcy Court for the: SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION | | | | | Case number (if known) | | | | | | | Check if this is an amended filing | | | Official Form 206G | | | | | Schedule G: Executory Contracts and Unexpired Leases | | 12/15 | | | Be as complete and accurate as possible. If more space is needed, copy and attach the entries consectively. | | | | | 1. Does the debtor have any executory contracts or unexpired leases? | | | | | No. Check this box and file this form with the debtor's other schedules. There is nothing else to report on this form. L. Yes. Fill in all of the information below even if the contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property (Official | | | | Form 206A/B). | | | | | | 2. List all contracts and unexpired leases | State the name and mailing address for all other parties with whom the debtor has an executory contract or unexpired ease | | | 2.1 | State what the contract or lease is for and the nature of the debtor's interest | | | | | State the term remaining | | | | | List the contract number of any government contract | | | | 2.2 | State what the contract or lease is for and the nature of the debtor's interest | | | | | State the term remaining | | | | | List the contract number of any government contract | | | | 2.3 | State what the contract or lease is for and the nature of the debtor's interest | | | | | State the term remaining | | | | | List the contract number of any government contract | | | | 2.4 | State what the contract or lease is for and the nature of the debtor's interest | | | | | State the term remaining | | | | | List the contract number of any government contract | | |

## Case 224500973 Pg 1204f 12

| Fill in this information to identify the case: | | | | | |------------------------------------------------|-----------------------------------------------------------------------------------------------|--|--|--| | Debtor name Genever Holdings LLC | | | | | | | United States Bankruptcy Court for the: SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION | | | | | Case number (if known) | | | | | | | | | | |

□ Check if this is an amended filing

## Official Form 206H Schedule H: Your Codebtors

12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the Additional Page to this page.

### 1. Do you have any codebtors?

▩ No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form. C Yes

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the scheditors, Schedules D-G. Include all guarantors and co-obligors. In Column the debt is owed and each schedule on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2. Column 2: Creditor Column 1: Codebtor

| 2.1 | Name | Mailing Address Street City | State | Zip Code | Name | Check all schedules that apply: DD O E/F GG | |-----|------|-----------------------------------|-------|----------|------|---------------------------------------------------------| | 2.2 | | Street City | State | Zip Code | | D O E/F DG | | 2.3 | | Street City | State | Zip Code | | D O E/F OG | | 2.4 | | Street City | State | Zip Code | | OD O E/F G G |