郭文贵破产案 · ORDER · ECF #1930-20

## **Exhibit 20**

# Bongartz, Alex

From: Sent: To: Cc: Subject: Attachments:

Tuesday, May 30, 2023 3:46 PM Despins, Luc A. Bongartz, Alex [EXT] Lady May 20230530151310044.pdf

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Dear Mr. Despins:

As per the instructions from Dirk Johnson's email of May 24, 2023, attached please find the form of the PSA and Addendum (as written by yourselves) to purchase LADY MAY from

The offer is \$21,500,000 with a survey acceptance/rejection date of June 20, 2023 and a closing on or before June 30, 2023.

In addition, bar and some miscellaneous small equipment that at one point in the past were on board the boat – if this is a fact, he would like to be able to access this container as part of the boat's inventory. If this is not a fact, then it's not an issue.

Lasty, in order to keep to the timeline of June 20 for acceptance/rejection of the survey and a closing on June 300, knowing if this offer is accepted as soon as possible is critical so a surveyor can be lined up.

As he has proven over the years having owned numerous vessels of Lady May's caliber and stature is ready, willing and able to complete this transaction, and I look forward to hearing from you at your earliest opportunity,

Sincerely,

# Case 22-50073 Doc 1930-20 Filed 06/22/23 Entered 06/22/23 18:40:24 Page 3 of

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# PURCHASE AND SALE AGREEMENT FOR BROKERAGE VESSEL

| BUYER: | | | SELLER: Luc A. Despins, as chapter 11 trustee for the estate of Ho Wan Kwok | | |------------------------------------------|-----------------|-------------------|-----------------------------------------------------------------------------|------------------| | Address | | | Address: c/o Paul Hastings LLP, 200 Park Avenue | | | | | | New York, New York 10166 | | | Nationality: | | | Nationality: U.S. | | | VESSEL NAME: Lady May | | | MANUFACTURER: Feadship | | | Model: Semi displacement motor yacht | | | Length Overall: 44.26m | | | Year: 2014 | | | Dog or Z Reg No,: 745195 | Flag: Cayman Is. | | Hull No.: 688 | | | Engine Description: Diesel (Caterpillar) | | | Selling Broker: | | | Listing Broker: Edmiston & Company Limited | | | | IMPORTANT DATES | Charles Course of | PURCHASE PRICE | | | Offer Date: May 30, 2023 | | | Purchase Price: \$21,500,000 | | | Offer Expiration Date: June 9, 2023 | | | Less Deposit: 120% of Purchase Price1 \$4,300,000 | | | Accept/Reject Date: June 20, 2023 | | | Less Trade Allowance (see Addendum): Not applicable | | | Closing Date: on or before June 30, 2023 | | | Balance: \$17,200,000 | | | | | | | |

Delivery Location: International waters, off the coast of Rhode Island

WOTE: If Vessel is to be moved to the Delivery Location must be specified with precision. The mere listing of a port or clty is insufficient.

### ADDITIONAL REGISTERED VESSELS INCLUDED Yes Yes No

1. Agreement. Buyer agrees to purchase, and Seller agrees to sell, all right, title and interest to and in the Vessel described above on the terms and conditions set forth In this Purchase and Sale Agreement ("PSA"). Capitalized terms used in this PSA refer to the corresponding term line the table above unless otherwlse defined hereln. The "Effective Date" of this PSA is the date on which is has been slantian "Vessel" also Includes all gear, machine, fuel, consumables, and all registered or unregistered tenders, tops, articles and appurtenances on board the Vessel and/or Included on the Vassel's listing specification as of the date of the essent of the essent of the essent the listed on the Exclusions List provided by the Seller or Listing Broker on the earlier of (a) five days from the Effective Date or (b) the Accent/Releast Date, which lease are not Included in the sale. Buyer will be deemed to have accepted the Exclusion List if It accepts the Versel. Atsting Broject and Selling Broker shall be referred to herein as the "Brokers" If there is a Trade Allowance, the crade-in ull be governed by the attached Trade-in Vessel Addendum. If either party falls to sign this PSA and deliver it to the other party on or before the Offer Explration Date, this PSA will be Ineffective.

2. Deposit. Withh \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ the Selling Broker's account, as acknowledged below, as a deposit toward the Purchase Price to the terms of this PSA. Soller may refuse to permit Buyer to proceed with the trhar run, survey and other Inspections of the Vessel until the Deposit has cleared the che Selling Broker's escrow account.

3. Survey Option; Acceptance of Vessel; Condition of Survey . Buyer's obligation to purchase the Vessel Is subject to Buyer's satsfaction, In Buyer's sole discretion, with a trial run and survey of the Vessel though Buyer may elect not to have the Vessel inspected. If Inspected, (a) Buyer will select the surveyor, and not the Brokers, will be the sole party responsible for any errors or ontission with resect to the survey, notwith the Brokers may have provided information to and assisted Buyer with hiring the surveyor, (c) Seller short moke the Vessel available and Buyer shall complete the trial run and survey as soon as practicable, (d) Seller shall pay all rung experiences for, and assume the risks associated with, the triall pay of costs of the survey, including ensociated costs, e.g., naming explaired dock, and subcontractors' charges, (o) Buyer and its surveyor will be solely responsible for determining the scope of the trial run to assess the Vessel's conformily with Buyer's requirements and (f) Buyer shall deliver written notice of rejection of the Vessel to Seller or the Listing Broker on or before the Accept/Reject Date. Whether or not Buyer has Inspected the Vessel, Buyer will he deemed to hove rejected the Vessel ff it falls to glve timely written notice of its acceptance. Upon Buyer's acceptance of the Versel, Seller will not m a Vessel pending Closing (defined in Paragraph 4) except to move the Vessel to the Delivery Location. If Buyer

suyer's Initia

@2020 International Yacht Brokers Association. All rights reserved,

Seller's Initials:

Rev.3.10.20

The form was prepeared for the new beneft of the IYO.A. The partics and Boken Jeelses the YBA (ron any Hablily for drong ousliths) for demagas rusifilm from or related to is use. The HBA expressly disedans and oil warantes, including merchanted in theses for o portugular purpose, reated to the see of the gorn

relects or ls deemed to reject the Vessel, after all expenses Incurred on Buyer's behalf have been paid, (i) the Selling Broker shall requrn the Depast to Buyer, (i) this PSA will the parties and the Brokers will be released from any further llebility hereunder. The Brokers will not be responsible for the cost to correct any defects or deficiencles noted dring the trial run and survey.

4. Closing, The transfer of Vessel's ownership ("Closing") will occur on the Closing Date at the Delivery Location simultaneously with have the of all funds due from the Buyer and delivery of originals of all other documents necessary for transfer of good and marketable titleto Buyer. If the Vessel must novel you will be the Recesser in transler of the Closing Location in the Closing Location uniess funds have been pald in full or are beling held states and escrow conditioned only upon delivery of the Vessel to the Slavas of thie documents to the Buyer, Closing may be facilitated by overnight courter or election of cleared of the bleathed in Paragraph 1) to Buyer at the Delivery Location except for fuel consumed during the trial rune and any voyage to the Delivery Lockly. On o before the Clashe Date, Seller must delling Broker all documents necessary to transfer title to the Vessel (and all other leens herely required to be delivered) to Buyer shall pay the Balance to Selier (subject to Paragraph 6) and/or to be Selling on beller Broker for onward transfer to Seller by wire transfer. Any funds Seller owes to (1) the Brokers for the sening and/or other leems or {l} the holder of any other Encumbrance, will be deducted from the Seller by the Selling Broker prior to disbursenent of funds to Seller, which hereby instructs any Deposit hoider to pay the Commission from the Bepotet to the Brokers pursuant to the terms hereof.

s. Brokers The partles acknowledge that the Sallng Broker and Listing Brokers that procured this PSA. If the Listing Broker and the Selling Broker are the same broker consent to the Chris of Johns Child Collect on the Castle representing both buyer and Seller, and the Broker may disclose to both parties facts in the Broker man rally affection the Vessis value or desirability; provided, however, that in such instance the Broker's consent, disclairs consent, disclasse to Buyer that Seller is willing to sell the Vessel for an anount less than the asking price or, without Buyer's consent, disclose to Seller that be agent suilling to ay a price greater than the offering price. If the Listing Broker are different, the Usting Broker will represent Seler oply and owe no dutles, fiduclary or otherwise, to Buyer, and the Selling Broker will represent Buyer only and owe no dutlers. Plater or otherwise, to Seller (though pald by Seler). The Brokers are obligated to perform only the dutles expressly self forth her numbled dutles or obligations may be read into this PSA. Seller shall be solely responsible for payment of commission due to the Brinkers in connection with the sale of the Vessel as set forth herein. Each party represents and warrants to the other that he has not were or dealt with any other broker, agent or finder in carrylig out the negothations relating to the view of the View and edgest of the View end edgest of that the Brokers are third-party beneficiaties to this PSA.

6. Seller's Representations; Requirements for Closing, Seiler represents and warrants that it will transfer to Buyer good and marketable title to the Vessel, free and clear of all debts, claims, martimen lew liens, security interests, encumbrances, exclse thans and other applicable taxes, sustoms' ductes, or tariffs due to any state, country, regulatory of any kind whatsever hodlerty, he "Encumbrances"), No less than two (2) business days before Closing, Seller shall deliver to Buyer (a) satisfactory evidence of title, (b) proof of payment or removal of all Encumbrances (except for those encumbrances that will at closing), (c) a guaranty and indennification from Seller's representations and warranties in this Paragraph 6, (d) lf Sailer is a legai entity, a personal guaranty and indemnification from Seller's benefis) guaranteelng Seller's representations and warranties in this Paragraph 6, and (e) copies of any other documents necessery for transfer of good and marketable title to Buyer, Seller shall pay and shall cooperate fully to obtain any authorized from any governing authority. Any party which is a legal ently will provide to the other prior to Glosing (!) proof that It is it good standing under the State or other jurisdiction under which the entity has been formed, (il) a consent action or resolution demonstrating the entity's duly authorized decision to purchase or well the vene es the authority of the Individual delivering or accepting the Vessel and/or executing this PSA and/or purchase and sales documents; (III a pover of attorney demonstrating the authority of the Individual delivering or accepting the Vessel and (iv) as to Seller, its wire transfer Information,

7. Risk of Loss; Force Malgure, Sollar will bear the risk of loss of or damage to the Vessel is damaged subsequent to Buyer's acceptance and the necessary repals will cost less than five percent (5%) of the Purchase Price and require fewer than 30 days to complete, then (a) Seller must repair the closing in accordance with sound marine practices to the standard of the Vessel Immediately prior to the canage and Buyer may inspect such repair, (b) Buyer nust pay the Balance and take dellery of the Vessel as repaired, and (c) the Closing Date will be extended by the repair period. If the Vessel is damaged to a greator extent subsequent to Buyer's acceptance, elther party may terminate this PSA with the same consequences as if Buyer had rejected the Vessel. Elther party's obligation to perform will be suspended to accommodate unforeseable events beyond that party's reasonable control ("Force Mdeure Events"), heluding, without limitation, acts of God, acts of terrorism, strikes, lockouts, riots, acts of war, fire, communication ilne fallures, computer viruses, power failures, accidents, tropical storms, hurricanes, or other natural disasters. If a Force Mdjeure Event occurs, the Ume periods referred to in this PSA, Including, the Closing Date, will be ceemed extended by the time necessary to permit the affected party to perform in accordance with this PSA; provided, however, if the Force Majeure Dyest delays the Closing Date for a period of at more than 30 days, elther party may terninate this PSA with the same consequences as if Buyer had rejected the Vessel.

| | . Default. Naturitistanding anything herein to the contrary, if the Deposit is not paid when due or Closing is not consummated due to | |--------------|---------------------------------------------------------------------------------------------------------------------------------------| | Buver's hon- | Including. Without limitation, fallure to pay the Rajance or execute all decuments perceived on a the |

| uyer's Initials! | | Soller's In Itlals: | |------------------|-------------------------------------------------------------------------|---------------------| | | ควาดาด International Voals (firstration) - Association - All Andretulus | |

Rev. 3.10.20

purchase by the Closing Date: (i) the Deposit shall be retained by (or if the Deposit was not paid, Buyer shall pay a like and the the Brokers as Ilquidated and agrees as consideration for the excutor of this PSA, in full settlement of aller and parties, (i) the Selling Broker shall return to Buyer and (ill) the parties will be relieved of all be relieved of al obligation under this PSA. Buyer and Seller are that the Deposit will be applied first no and the species on all other of Birder, or expenses that Blyer of Broker Incured against the Vessel and then divided fifty percent (50%) to the Self)fith of any android on the Brokers shall divide in the same proportions as the commission would have been consummated. If the Closed, with the Dollers Shammed duato Seller's non-performance, the Deposit, and any other money paid or deposited by Buyer, pursuant to this eSA will be returned on Buyer upon demand or Buyer will have the right of specific performance. Seller agrees that specific performance is reasonable in light of the uniqueness of the Vessel, difficulty of process, and the Inconventerce or impossibility of otherwise is reasiling an adequate ennely. On Seller's default, Seller shall forthwith pay the Brokers the same commission otherwise payable had the transaction oldeed,

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9. Sales and Use Taxes. Sales or use taxes payable on Buyer's purchase of the Vessel, if applicable, are Buyer's responsibility, and Buyer shall pay the taxes due to the Selling. Buyer hereby Indemnifies and holds harmless Seller and the Brokers against and from anye sales or use taxes for which Buyer is responsible.

10. REPRESENTATIONS AND WARRANTIES. SELLER AND THE BROKERS BELIEVE THAT ANY INFORMATION ANY OF THEM HAS PROVIDED ON THE VESSEL IS GODD AND CORRECT AND OFFER THE INFORMATION IN GOOD FAITH, BUT DO NOT AND CANNOT GUARANTEE THE ACCURACY OF SUCH INFORMATION. BUYER VARIES AND REPRESENTS, AS OF THE TIME OF CLOSING, THAT IT (A) WILL HAVE FULLY INSPECTED IND MADE A TRAL RUN OF THE VESEL (OR HAVE VOLUNTARILY WAVED THESE RIGHTS) AND (B) IS NOT RELYING ON ANY ADVERTIERMENTS, PROMISES, DESCRIPTIONS, AFFIRMATIONS, OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN, PRODR TO OR CONTEMPORARIOUS WITH THIS PSA PROVIDED BY THE SELER OR BROKERS. UPON CLOSING, BUYER WILL BE DEEMED TO HAVE ACCEPTED THE VESSELLIN ITS "AS SYSTEM CONDITION SELLER AND THE BROKENS NO WARRANTY, EITHER EXPRESSED OR MARCE (LO THE VESSENT TIC VESSENTATION AS TO THE CONDITION OF THE VESSEL, ITS FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABLITY, ALL OF WHICH ARE RESCLAIMITD.

11. Financing. Buyer's obligations are not contingent upon Buyer's obtaining financing. Buyer represents that It will arrange financing, if necessary. Buyer and Seller acknowledge that the Brokers have made no representations or warrantles with respect to Buyer's allity on obtain financing, Buyer's qualifications to obtain any type of mortgage on the Vessel, or Buyer's ability to document or register the Vessel in any lurisdiction.

12. Counterparts. The partles may sign this PSA in any number of identical counterparts, each of which will be deemed an original (Including signatures evidenced via facsimile, email or other electronic means) as if the signatures were upon the same Instrument.

13. Binding Effect: Contemporaneous Contracts; Future Sales. This PSA is binding on all parties, their helrs, personal representatives and/or assigns. Seller shall not sell the Vessel or enter htt a ale of the Vessel while this PSA ls in effect, II a relfect, II a rele is not non one in In accordance with the terms of this PSA, and Buyer and Seller enter Into a contract between themselves for the Vessel, whether drectly or through an ently under a party's ownership or control, within two years after this PSA is terminated, Seller agrees to positive frociners an amount identical to the commission the Brokers would have received had the transaction contemplated under this PSA closed.

14. Eastrowed Funds. The partles acknowledge that (a) the Solling Broker will not be responsible for the funds have clear ed Into the Selling Broker's account, (b) the Selling Broker shall hold the Deposit in escrow once the funds have cleared and any other funds received by either Broker from any party will be held In trust for that party, (c) the Selling Broker may retain the Brokers prior to disbursement of the Deposit or Balance to Seller, and (d) In any dispute involving any funds held by the Brokers, Buyer and Seller will Indemnlify the Brokers for legal fees and costs relating in any way to the dispute, Including those incurred in any appeals (which obligation is secured by a lien on the estrowed funds) and those relating to a claim for a commission, except as to a Broker found, in a fhal non-appealable Judgment, to have engaged in willful misconduct or acted with gross negligence.

15. Additional Terms. See Addendum.

16. MIscellaneous, This PSA, including its exhibits and schedules, is the entire agreement between the subject matter hereof and supersedes all prior and contemporaneous negolations, agreements, representations, warrantles, portaling thereto, be they in writthg, ora, or other becomes a party to any litigation involving this PSA, the Broker shall be reimbursed for their costs and attorney's fees, at all pretrial, trial and appellate levels, by the party or parties found to have breached this PSA. In the event of any dispute between the parties hereto arising out of the subject matter of this PSA, the prevailing the Brokers) shall be entitled to recover reasonable expenses, attorney's fer all pretrial, trial and appellate proceedings. If any term, condition, or provision of this PSA is held to be unentorceable for any reason, it shall be Interpreted to achieve the intent of the PSA to the extent possible rether than avoided. In any event, all other terms, conditions of this PSA shall be deemed valid and enforceable. There are no other dutles, obligations, lablities, or warranties, except as set forth herein. This PSA may not be amended or modified, except In writing, signed by Buyer and Seller. Notice and delivery given by or to the attorney or Broker representing any party shall be as effective as If given by or to that party. All notices must be in writing and may be made by personal delivery, overnight courler, facsimille, c telectronic means, and shall be effective upon delivery with proof of delivery retained. Buyer may assign this PSA to

Buyer's Initia

@2020 International Yocht Brokers Association. All rights reserved.

Rev. 3.10,20

Seller's Initials:

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any member(s) of Buyer's immediate family over entity owned or controlled by Buyer and/or any member(s) of his immediate family. Otherwise, nether party may as the PSA without the other party's consent shall not be unreasonably withheld. No claim o rlobb artistics of this PSA can be walved or discussion in whole on in part, unleasting on shall any withing, nor shall any wallen be applicable

except in the specific instance for which it is given. Paragraph headings are informational and included only for other bely for onvenience. 17. Governing Law and Dispute Resolution. Check (a), (b) or (c), if none checked, (a) will apply. Agy dispute Involving this Agreement will be resolved (a) [a] La the courts located in the State of (e) will apply . (nordal involver his algreament will \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Florda, lf left blank), (c) by blog arbitration in Lordon, England. If this Agreement will be governed by and interpreted according to the State of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ laws and (i) the proceedings will be condy of the main office of the main office of the Selling Broker ho office in Florida, In \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------the American Arbitration ("AAA") In fore when the arbitration Is commenced will apply unless nee following rules apply: a comment If the amount in controvery Including counterclaims is not more than USD \$1,000,000,000 the patter shall Jointly select a slogle arbitrators malhaibed by the healthy and the hotel the Association ("YBA") within twenty (20) days of the giving of notice of arbittering by the meeting in addited, the IYBA shall have the power to nake the shgle arbitrator. if the amount in controlersy is greter the partes shall each appoint one arbitrators will jointly appoint a third arbitr'in the oncores is a greates in the proties in the protress national development elther party may request that the third arbitrator from the list of arbitrators maktalined by the YPA. The decline of the shele arbitrator, or if a three abitrator panel, any two of them will be final and blinding on the part leters to in association to enforce any arbitral award or compel arbitration. If (c) is selected: (i) this Areennent will be governed by and interpreted in accordance with English law regardless of ts principles of conflicts-of-laws, (life the more the nim dispute arishny out of or in connection with this Agreement sixal be referred to arbitration in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Paragan). (1)), (1) he arbitration shall be conducted in accordance with the rules of London Maritime Arbitrators Association ("Lind") current when the arbitration ls conmenced, (Iv) if the anount in dispute (Including counterclaims) is less than USD\$100,000, its Small Claims Procedurer while in greater than or equal to USD\$100,000 and less than USD\$400,000, Its internediate Claims Procedure will apply. Whitever option is seleced, the partles irrevocably submit to the exclusive jurisdiction of such or arbitral forum, waive any objection the now or herear may herear may hereaver may herear may herear ma to venue of convenience of forum, agree that all claims relating to the proceeding will be decided only in such court or arbitral for un and, further, not to bring any claim relating to this Agreement in any other court or arties, having had the epportunity in seek legal counsel, walve trial by Jury for claims artising under this Agreement, whether against each other or any Broker.

| BUYE | SELLER: | |--------|---------| | Print: | Print: | | Title: | Title: | | Date: | Date: |

### SELLING BROKER DEPOSIT CONFIRMATION (Subject to clearance of funds)

| Print: | Amount: | |--------|---------| | Title: | Date: |

Buyer's Initials:

02020 international Yacht Brokers Association. All rights reserved.

Seller's initials:

Rev. 3.10.20

This form wos prepared on the exchusive of the menthers of the ITIA. The parties and Irokers the 1894 from any kabilly for damages ceallthy for damages ceallthy for damages or related to lose. The Hele expensived of verrantles, holding merchantebilly ond fitness for o particular purpose, related to the use of this form,

Case 22-50073 Doc 1930-20 Filed 06/22/23 Entered 06/22/23 18:40:24 Page 8 of

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### Addendum to Purchase and Sale Agreement for Brokerage Vessel, executed on [ ----- ], 2023, Between (i) Luc A. Despins, as the Chapter 11 Trustee for the Estate of Ho Wan Kwol and (i) [ ----------- (the "Addendum")

Capitalized terms used but not defined herein have the meanings set forth in the Purchase and Sale Agreement for Brokerage Vessel, executed on May 30, 2023, with respect to the Lady May (the "PSA"). For the avoidance of doubt, any reference to the PSA (whother in this PSA or the Addendum) shall be to the PSA as modified by this Addendum,

- 1. Luc A. Despins is party to the PSA solely in his capacity as the chapter 11 trustee for the estate of Ho Wan Kwok, and not in his personal capacity. Accordingly, no claim whatsoever may be asserted by Buyer against Mr. Luc A. Despins in his personal capacity or Paul Hastings LLP. - 2. The PSA and all terms in the PSA are subject to approval of the United States Bankruptcy Court for the District of Connectiout (the "Bankruptcy Court"), in which court the chapter 11 case of Ho Wan Kwok, Case No. 22-50073 (the "Chapter 11 Case"), is pending. - 3. Notwithstanding anything in the PSA to the contrary, the Bankruptcy Court shall have exclusive jurisdiction over any claim or dispute in respect of or arising out of the PSA, and the parties and the Brokers irrevocably submit to the exclusive jurisdiction of the Bankruptcy Court, waive any objection they now or hereafter may have to venue or convenience of forum, agree that all claims relating to the PSA will be decided in such court, and, further, not to bring any claim relating to the PSA in any other court. For the avoidance of doubt, all provisions in Section 17 of the PSA regarding the arbitration of any dispute involving the PSA are hereby deleted. - 4. Notwithstanding anything in the PSA to the contrary, the PSA is governed by and interpreted according to the law of the State of New York regardless of its principles of conflicts-of-laws. - 5. The fourth and fifth sentences in Section 1 of the PSA are hereby modified as follows:

"Vessel" also includes all gear, machinery, equipment, furniture, fuel, consumables, and all registered or unregistered tenders, toys, articles and appurtenances on board the Vessel and/or included on the Vessel's listing specification as of the date of this PSA. There will be no Exclusions List. Aproement, except for items listed on the Exclusions List provided by the Seller or Listing Broker on the earlier of (a) five days from the Effective Date or (b) the Accept Reject Date, which items are not included in the sale. Buyer will be deemed to have accepted the Brolusion List if it accepts the Vessel. For the avoidance of doubt, the Lady May II is not included as part of the sale of the Vessel pursuant to this PSA.

6. The eighth sentence in Section I of the PSA is hereby modified as follows:



Case 22-50073 Doc 1930-20 Filed 06/22/23 Entered 06/22/23 18:40:24 Paqe 10 of 14

> Paragraph 4) except to move the Vessel to the Delivery Location. If Buyer rejects or is deemed to reject the Vessel in accordance with this PSA and is not otherwise in breach of this PSA, after all expenses incurred on Buyer's behalf have been paid; (i) the Seller Selling Broker shall return the Deposit to Buyer, (ii) this PSA will terminate, and (fili) the parties and the Brokers will be released from any further liability hereunder. The Brokers will not be responsible for the cost to correct any dofects or deficiencies noted during the trial run and survey.

9. The sixth sentence in Section 4 of the PSA is hereby modified as follows:

At Closing, Buyer shall pay the Balance to Seller (subject to Paragraph 6) and the Deposit shall be released to Seller, subject to the deduction in the immediately following sentenceandfor to the Solling Broker-for-onward transfer to Seller by wire transfer. Any funds Seller owes to (i) the Brokers for the commission, storage, insurance, repairs and/or other items (which are subject to approval of the Bankruptcy Court)or (ii) the holder of any other Enoumbrance, will be deducted from the amount due Seller by the Selling Broker prior to disbursement of funds to Seller, which hereby irrovocably instructs any Deposit holder to pay the Commission from the Deposit-to the Brokers pursuant to the terms horee Deposit and paid to the Brokers prior to the release of the Deposit to Seller. For the avoidance of doubt, the order of the Bankruptcy Court approving the sale of the Vessel to Buyer shall provide that the Vessel is being sold free and clear of any Encumbrances, with any Encumbrances attaching to the proceeds of the sale.

10. The second sentence of Section 5 of the PSA is hereby modified as follows:

If the Listing Broker and the Selling Broker are the same brokerage, the parties consent to that Broker acting as a dual-agent in this transaction, i.e., representing both Buyer and Seller-and the Broker may disclose to both parties facts known to the Broker materially affecting the Vessel's value or desirability; provided, however, that in such instance (a) the Broker shall not, without Seller's consent, disclose to Buyer that Seller is willing to sell the Vessel for an amount less than the asking price and (b) the Broker have no duties to the Buyer in connection with the sale of the Vesseler, without Buyer's consent, disclose to Sellor that Buyer is willing to pay a price groater than the offering price.

11. The second sentence of Section 6 of the PSA is hereby modified as follows:

No less than two (2) business days before Closing, Seiler shall deliver to Buyer (a) satisfactory evidence of title, (b) proof of payment or removal of all Encumbrances (except for those encumbrances that will be paid in full at closing), which proof may be the order entered by the

Bankruptcy Court approving the sale of the Vessel (and which order shall provide that the Vessel is being sold to Buyer free and clear of any Encumbrances), (e) a guaranty and indemnification from Seller guaranteeing Seller's representations and warranties in this Paragraph 6, (d) if Seller is a legal entity, a personal guaranty-and indemnification from Seller's beneficial owner(s) guaranteeing Seller's representations and warranties in this Paragraph 6, and (ce) copies of any other documents necessary for transfer of good and marketable title to Buyer.

12. The second and third sentences of Section 7 of the PSA are hereby modified as follows:

If the Vessel is damaged subsequent to Buyer's acceptance and the necessary repairs will cost less than five percent (5%) of the Purchase Price and require fewer than 30 days to complete, then, at the Seller's option, (a) Seller maymust repair the damage prior to Closing in accordance with sound marine practices to the standard of the Vessel immediately prior to the damage and Buyer may inspect such repair, in which case (ab) Buyer shallmest pay the Balance and take delivery of the Vessel as repaired, and (be) the Closing Date will be extended by the length of the repair period. If the Vessel is damaged to a greater extent subséquent to Buyen's acceptance or Seller does not exercise the option in the foregoing sentence, either party may terminate this PSA with the same consequences as if Buyer had rejected the Vessel.

13. Section 8 of the PSA is hereby modified as follows:

Notwithstanding anything herein to the contrary, if the Deposit is not paid when due or Closing is not consummated due to Buyer's nonperformance, including, without limitation, failure to pay the Balance or execute all documents necessary for completion of the purchase by the Closing Date: (i) the Deposit shall be retained by for if the Deposit was not paid, Buyer shall pay a like amount to) Seller and the Brokers as liquidated and agreed damages, as consideration for the execution of this PSA, in full settlement of all claims between the parties, (ii) the Selling Broker shall return to Buyer any other funds received from Buyer, and (iii) the parties will be relieved of all obligations under this PSA, provided, however, that in the event that, after the Bankruptcy Court has approved this PSA, the Closing is not consummated due to Buyer's non-performance, Seller shall pay to the Listing Broker an amount equal to S200,000 out of the Deposit, which amount shall count against, and reduce, any commission that the Listing Broker may earn (in accordance with its engagement letter with Seller) if a sale of the Vessel is consummated with a different buyer. Buyer and Seller agree that the Deposit will be applied first to payment of any unpaid-costs or expenses that Buyer or Broker incurred against the Vessol and then divided fifty percent (50%) to the Seller and fifty percent (50%) to the Brokers, which the Brokers shall divide in the same

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> proportions as the commission would have been divided had a sale been oonsummated. If the Closing is not consummated due to Seller's nonperformance (which, for the avoidance of doubt, shall not include the Bankruptcy Court declining to approve this PSA}, the Deposit, and any other money paid or deposited by Buyers pursuant to this PSA, will be returned to Buyer upon demand-or-Buyer will have the right of specific performance. Seller agrees that specific performance is reasonable in light of the uniquenoss of the Vessol, difficulty of proof of lose, and the inconvonionee or impossibility of otherwise obtaining an adequate remedy. If Closing is not consummated due to Seller's nonperformance On Seller's default, Seller shall forthwith pay the Brokers the same commission otherwise payable had the transaction closed; provided, however, that the Bankruptcy Court declining to approve this PSA shall not constitute non-performance on the part of Seller. In the event the Bankruptcy Court does not approve this PSA, this PSA sluall be deemed terminated with the same consequences as if Buyer had rejected the Vessel in accordance with this PSA. Notwithstanding anything in this PSA to the contrary, if the Closing is not consummated for any reason (including (a) due to the Buyer's non-performance of its obligations under this PSA, (b) the Bankruptcy Court does not approve this PSA, or (c) the Buyer rejects the Vessel in accordance with this PSA), Seller shall have the option to purchase the survey from Buyer at cost and, if the Seller exercises this option, Buyer shall provide the complete survey to Seller immediately upon payment of the cost of such survey.

14. The first sentence of Section 9 of the PSA are hereby modified as follows:

Sales or use taxes payable on Buyer's purchase of the Vessel, if applicable, are Buyer's responsibility, and Buyer shall pay the taxes due to the TrusteeSelling Broker at Closing,

15. The following sentence is hereby added after the first sentence of Section 11 of the PSA:

Buyer represents and warrants that it has sufficient cash and/or financing to fund the Purchase Price at Closing. Buyer also represents and warrants that it is not affiliated with or related to Ho Wan Kwok and/or is not acting on behalf of or at the behest of Ho Wan Kwok.

16. Section 14 of the PSA are hereby modified as follows:

The parties acknowledge that (a) the SellerSelling Broker will not be responsible for the Deposit until the funds have cloared into the Seller's Solling Broker's account, (b) the Seller Selling Broker shall hold the Deposit in escrow once the funds have cleared and any other funds received by cither Broker from any party will be held in trust for that

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> party, (c) the Selling Broker shall pay, in accordance with this PSA may retain the commission due the Brokers prior to the releasedisbursement of the Deposit or Balance to Seller, and (d) in any dispute involving any funds held by the Brokers, Buyer and Seller will indemnify the Brokers for legal fees and costs relating in any way to the dispute, including those incurred in any appeals (which obligation is secured by a lien on the escrowed funds) and those relating to a claim for a commission, except as to a Broker found, in a final non-appealable judgment of the Bankruptcy Court, to have engaged in willful misconduct or acted with gross negligence.

17. The second and third sentences of Section 16 of the PSA are hereby modified as follows:

If a Broker becomes a party to any litigation involving this PSA, the Broker shall be reimbursed for their reasonable costs and attorney's fees, at all pretrial, trial and appellate levels, by the party or parties found to have breached this PSA, unless such Broker is found, in a final nonappealable judgment of the Bankruptcy Court, to have engaged in willful misconduct or acted with gross negligence. In the event of any dispute between the parties hereto arising out of the subject matter of this PSA, the prevailing party (including the Brokers) shall been titled to recover reasonable expenses, attorney's fees and costs for all pretrial, trial and appellate proceedings, unless such prevailing party is found, in a final non-appealable judgment of the Bankruptcy Court, to have engaged in willful misconduct or acted with gross negligence.

18. The ninth and tenth sentences of Section 16 of the PSA are hereby modified as follows:

Buyer may assign this PSA to any-momber(s) of Buyer's immediato family or any entity owned or controlled by Buyer and/or any member(o) of his immediate family. Otherwise, nNeither party may assign this PSA without the other party's consent which consent shall not be unreasonably withheld.

19. In the signature block on page 4 of the PSA, the phrase "Selling Broker Deposit Confirmation (Subject to clearance of funds)" is hereby modified to read: "Seller Deposit Confirmation (Subject to clearance of funds)",

Seller

By:

Name: Luc A. Despins, as chapter 11 trustee for the estate of Ho Wan Kwok

Date:

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