Guo Wengui / Miles Guo — bankruptcy case · EXHIBIT · ECF #1930-18

### **Exhibit 18**

## Bongartz, Alex

From: Tuesday, May 30, 2023 4:46 PM Sent: Despins, Luc A. To: Cc: Bongartz, Alex Subject: [EXT] Attachments: 20230530164308437.pdf; 05-30-2023 Signed Addendum to PSA Lady May.pdf

--- External Email ---

You don't often get email from

. Learn why this is important

Dear Luc:

As per the instructions in Dirk Johnson's May 24th email, attached is the PSA and Addendum in your form from for

The offer is \$23,000,000 with an acceptance or rejection date of the survey of June 28, 2023 and a closing no later than July 20, 2023.

I look forward to hearing from you at your earliest convenience.

Best regards,

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

14

| 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 | | Natlonality: | Nationality: U.S. | | VESSEL NAME: Lady May | MANUFACTURER: Feadship | | Model: Semi displacement motor yacht | Length Overall: 44.25m | | Year: 2014 | Doc or ZReg No .: 745195<br>Flag: Cayman Is. | | Hull No.: 688 | Engine Description: Diesel (Caterpillar) | | Selling Broker: | Listing Broker: Edmiston & Company Limited | | IMPORTANT DATES | PURCHASE PRICE | | માં પ્રમાં<br>Offer Date:<br>30<br>2023 | Purchase Price: 57 % . 0 00 00 ADD | | Offer Expiration Date: June 9, 2023 | Less Deposit: [20% of Purchase Price] 1 4 4 8 8 8 4 8 4 . 6 . | | Accept/Reject Date: June 28, 2023 | Less Trade Allowance (see Addendum): Not applicable | | Closing Date: on or before July 20, 2023 | Balance: מ / S- , Yu ג', u ש , Balance | | | |

| Buyer's Initial | | Seller's Initials: | |-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------| | Page 1. of 4 | @2020 International Vacht Brokers Association. All rights reserved. | Rev.3.10.20 | | | This form was needs of or the perfors of the members of the 1900. The nothers and Brokers her 1934 from one individually of domany result of the | |

rejects or is deemed to reject the Vessel, after all expenses incurred on Buyer's behalf have been paid return the Deposit to Buyer, (i) this PSA will terminate, and (li) the parties and the Brokers will be released from any further liability hereunder. The Brokers will not be responsible for the correct any deficiencies noted during the trial run and survey,

4. Closing. The transfer of Vessel's ownership ("Closing") will occur on the Closing Date at the Delivery Location structure with payment 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 nove to the Deliver Vessel to the Chosing Location unless funds have been paid in full or are belng held subject to an escrow conditioned only upon delivery of the Velvery Location and release of title documents to the Buyer. Closing may be facilitated by overnight courier or electronic means. Seller shall deliver the Vessel (as defined In Paragraph 1) to Buyer at the Delvery Location except for fuel consumed during the trial run and any volvage to the Delivery Location. On or before the Closing Date, Seller must deling Broker all documents necessary to transfer title to the Vessel (and all other items hereby required to be delivered to Buyer. At Closing, Buyer shall pay the Balance to Seller (subject to the Selling Broker for onward transfer to Seller by wire transfer. Any funds Seller owes to the commission, storage, insurance, repairs and/or other lems or (i) the holder of any other Encumbrance, will be deducted from the Seller by the Selling Broker prior to disbursement of funds to Seller, which hereby irrevocably instructs any Deposit holder to pay the Commission from the Deposit to the Brokers pursuant to the terms hereof.

5. Brokers. The parties acknowledge that the Selling Broker are the only brokers that procured this PSA. If the Listing Broker and the Selling Broker are the same broker consent to that Broker ading as a qual-agent in this transaction, i.e., representing both Buyer and Seller, and the Broker to both parties facts known to the Bloker materially affecting the Vessel's value or desirability; provided, however, that instance the Broker shall not, without Seller's consent, disclose to Buyer that Seller is willing to sell the Vessel or an anount less than the asking price or, without Buyer's consent, disclose to willing to pay a price greater than the offering proce. If the Selling Broker are different, the Usting Broker will represent Seller only and owe no dutles, fiduclary or otherwise, to Buyer, and the Selling Broker will represent Buyer on duties, fiduciary or otherwise, to Seller (though paid by Seller). The Brokers are obligated to perform only the dutles expressly set forth herein and no implied dutles or obligations may be read into this PSA. Seller shall be solely responsible for payment of commission due to the Brokers in comection with the sale of the Vessel as set forth herein. Each party represents and warrants to the other that he has not employed or dealt with any other broker, agent or finder in carrying out the sale of the sale of the Vessel to Buyer and adknowledges that the Brokers are third-party beneficiaries to this PSA.

6. Seller's Representations; Repuirements for Closing, Seller represents and warrants that it will transfer to Buyer good and marketable tibe to the Vessel, free and clear of all debts, claiment law liers, security interests, encumbrances, excise taxes, and any other applicable taxes, customs' duties, or tarte, country, regulatory and/or taxing authority of any kind whatsoever (collective), "Encumbrances"). No less than two (2) bushess 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 be paid in full at closing), (c) a guaranty and indemnfitation from Sellers representations and warranties in this Paragraph 6, jij) if Seller is a legal entity, a personal guaranty and Indemnlitication from Seller's beneficial owner(s) guaranteeling and warrantes in this Paragraph 6, and (e) copies of any other documents necessary for transfer of good and marketable title to Buyer. Seller shall pay and and shall cooperate fully to obtain any authorized from any governing authority. Anygarty which is a legal entity will provide to the other prior to Closing (i) proof that it is in good standing under the State or other Jurisdiction under which the ently has been formed, (i) a consent action or resolution demonstrating the ently's duly authorized decision topurchase or sell as the authority of the individual delivering or accepting this PSA and/or purchase and sales documents, (il) a power of attorney demonstrating the authority of the Individual deivering or accepting the Vessel and (iv) as to Seller, its whe transfer information.

7. Risk of Loss; Force Majeure. Seller will bear the tisk of or damage to the Vessel is damaged subsequent to Buyer's acceptance and the necessary repairs will cost less than five percent (5%) of the Purchase Rince and require fewer than 30 days to complete, then (a) Seller must repair the damage prior to Closing in accordance with sound marine practices to the Vessel immediately prior to the damage and Buyer may inspect such repair, (b) Buyer must pay the Belivery of the Vessel as repaired, and (c) the Closing Date will be extenced by the repair period. If the Vessel is damaged to a greater extent subsequent to Buyer's acceptance, elther party may terminate this PSA with the same consequences as if Buyer hip rejected the rearly s cbligation to perform will be suspended to the extent required to accommodate unforeseeable events be control ("Force Majeure Events"), including, without limitation, acts of terrorism, strikes, lockouts riots, acts of war, fire, communication line fallures, computer viruses, power fallures, accidents, tropical storms, hurricanes, or other natural disasters. If a Force Majeure Event occurs, the time periods referred to in this PSA, Including, without limited in the deemed extended by the time necessary to permit the affected party to perform in accordance with this PSA; provided, however, if the Force Moleure Syent celays the Closing Date for a period of at more than 30 days, either party may terminate this PSA with the same consequences as if Buyer had rejected the Vessel.

8. Default. Notwithstanding anything herein to the contrary, if the Deposit is not paid when due consummated due to Buyer's nor-parformance, including, without limitation, fallure or execute all documents necessary for completion of the

Buyer's Initials

©2020 International Yacht Brokers Association. All rights reserved.

Rev. 3.10.20

Seller's Initials:

Page Z of 4

any member(s) of Buyer's immediate family or any entity owned or controlled by Buyer and/or any member(s) of his immediate family. Otherwise, nelther party may assign this PSA without the other party's consent shall no; be unreasonably withined. No claim or right arishg out of this PSA can be walved or discharged by one party, in whole or in writing, nor shall any walver be applicable except in the specific instance for which it is given. Paragraph headings are informational and included only for convenience.

17. Governing Law and Dispute Resolution. Check (a), (b) or (c), if none checked, (a) will apply. be resolved: (a) in the courts located in the State of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ( by binding arbitration in the State of ................... (Florida, If left blank arbitration in London, England. If (q) or (b) is selected: (i) this Agreement will be governed by and interpreted according to the State of \_ \_ \_ \_ \_ (Florida, if left blank)|jegardless of ts principles of conflicts-oflaws and (1) the proceedings will be county of the main office of the Selling Broke) or if the Selling Broker has no office In (Fort Lauderdale, Florida, if no other city Indicated), the Commercial Arbltration Rules of Florida, in the American Arbitration Association ("AAA") In force when the arbitration is commenced will apply unless the following rules apply: . If the amount in controvery Including counterclaims is not more than USD \$1,000,000,000,000 the parties shall loired arbitrator from the Ist of arbitrators maintained Yocht Brokers Association ("YBA") within twenty (20) days of the giving of notice of arbitration. If the parties are chable to the IYBA shall have the power to make the single arbitrator. If the amount in controversy is greater, the parties shall each appolnt one arbitrator and the two arbitrators will jointly appoint a third arbitrator. If they cannot agree on the third arbithin 14 days, either party may request that the third arbitrator from the list of arbitrators maintained by the IYBA. The decision of the single arbitrator, or if a three abitrator panel, any two of the partles. An action may be brought in any court of competent Jurisdiction to enforce any arbitration. If (c) is selected: (() this Agreement will be governed by and interpreted In accordance with English law regardless of conflicts-of-laws, (i) the partles frevocably agree that any dispute arishg out of or in connection with this Agreement shall be referred to arbitration in accidance with the Arbitration Act 1996 on any statutory modification or re-enactment thereof save to the extent necessary to the provisions of this Paragraph, (II) the arbitration shall be conducted in accordance with the Arbitrators Association ("LMAA") current when the arbitration is commenced, (iv) if the anount in dispute (including counterclaims) is less than USD\$100,000, its Sniall Clains Procedure will apply, while If greater than or equal to USD\$100,000 and less than USD\$400,000, its Intermediate Claims Procedure is selected, the parties irrevocably submit to the exclusive of such or arbitral forum, walve any objection they now or hereafter may have to venue or convenience of forum, agree that all claims relating to the proceeding will be decided only in such court or arbitral forum and, further, not to bring any claim relating to ther court or arbitral forum. The parties, having had the opportunity to seek legal counsel, walve trial by jury for claims arising under this Agreement, whether against each other on any Broker.

| | SELLER: | | |-------------------|----------------------------------------------------------------------|--------------------| | Print: | Print: | | | Title: | Title: | | | Date: | Date: | | | | SELLING BROKER DEPOSIT CONFIRMATION (Subject to clearance of funds) | | | Print: | Amount: | | | Title: | Date: | | | | | | | | | | | | | | | | | | | | | | | E | | | | | | | | | | | | Buyer's Initials: | | Seller's initials: | | Page 4 of 4 | ©2020 International Yacht Brokers Association. All rights reserved. | Rev. 3.10.20 |

This form was presided for the exclusive of the nembers of the IYA. The partes ond Brokers he in A form any Indilly for domages resulting from or related of to suse. The VBA expressy disclaims and of ware mechantability and fitness for a particular pirpose, related on the tourn.

purchase by the Closing Date: (1) the Deposit shall be retained by (or if the Deposit was not paid, Buyers hall pay a like and the Brokers as liquidated and agreed damages, as consideration for the execution of this PSA, in full settlement the parties, (I) the Selling Broker shall return to Buyer any other funds received from Buyer, and (ii) the relleved of all obligations per or the PSA, 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 Vessel and then divided fifty percent (50%) to the Seller and fifty percent (50%) to the Brokers shall divide in the same proportions as the commission would had a sale been consummatied. If the Ciosing is not consummated due to Seller's nor-performance, the Deposit, and any other money paid or deposited by Buyer, pursualit 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 uniqueness of the Vessel, difficulty of proof of loss, and the Inconvenience or impossibility of otherwise obtaining an adequate remedy. On Seller's default, Seller shall for the Brokers the same commission otherwise payable had the fransaction closed.

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 Broker at Closing. Buyer hereby Indenniffes and holds harmless Seller and from any 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 GOOD AND CORRECT AND OFFER THE INFORMATION IN GOOD FAITH, BUT DO NOT AND/CANNOT GUARANTEE THE ACCURACY of such information. Buyer warrants and Represents, as of the Time of Closing, that if (a) Will Have Fully Inspected and MADE A TRIAL RUN OF THE VESSEL (OR HAVE VOLUNTARILY WAVED THESE RIGHTS) AND (B) IS NOT RELYING ON ANY ADVERTISEMENTS, PROMISES, DESCRIPTIONS, AFFIRMATIONS, OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN, PROOR CONTEMPORANEOUS WITH THIS PSA) PROVIDED BY THE SELLER OR BROKERS. UPON CLOSING, BUYER WILL BE DEEMED TO HAVE ACCEPTED THE VESSEL IN ITS "AS SC" CONDITION. SELLER AND THE BROKERS HAVE GIVEN NO WARRANTY, ETHER EXPRESSED OR IMPLIED, AND MAKE NO REPRESENTATION AS TO THE CONDITION OF THE VESSEL, ITS FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, ALL OF WHICH ARE DISCLAIMED.

11. Financing. Buyer's obligations are not contingent upon Buyer's obtalning 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 ability to obtain flhanchg, Buyer's qualifications to obtain any type of mortgage on the Vessel, or Buyer's ability to incument or register the Vessel in any jurisdiction.

12. Counterparts. The parties may sign this PSA in any number of identical counterparts, each of which will be deemed an original (including signatures evidenced via facsimile, emall 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 helfr, personal representatives and/or assigns. Seller shall not sell the Vessel or enter into any contract for the sale of the PSA is in effect, if a sale is not consummated in accordance with the terms of this PSA, and Buyer and Seller enter into a contract between themsely, whether directly or through an entity under a party's ownership or control, within two years after this PSA is terminated, Seller agens to pay the Brokers an amount Identical to the commission the Brokers would have received had the transaction contemplated under this PSA closed.

14. Escrowed Funds, The parties acknowledge that (a) the Selling Broker will not be responsible for the funds have cleared into the Selling Broker's account, (b) the Selling Broker shall hold the Deposit in escrow once the finds have cleared and any other funds received by ether Broker from any party will be held in trust for that party, (c) the Selling Broker may he the Brokers prlor 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 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 final 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 ogreement between the parties pertainling to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, warranties, and understandings pertaining thereto, be they in writing, oral, or other becomes a party to any littgation 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 foundity have breached this PSA. In the event of any dispute between the parties hereto artising out of this PSA, the prevalling party (Including 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 unenforceable for any reason, it shall be interpreted to achieve the parties to this PSA to the extent possible rather than avolded. In any event, all other terms, conditions of this PSA shall be deemed valid and enforceable. There are no other dutles, obligations, llabilities, or warranties, except as set forty 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 atterney or Broker representing any party shall be as effective as It given by or to that party. All notices must be made hy personal delivery, overnight courier, facsinile, email or other electronic means, and shall be effective upon delivery clained. Buyer may assign this PSA to

Buyer's Inltia

@2020 International Yacht Brokers Association. All rights reserved.

Seller's Initials:

Rev. 3.10.20

# 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 Kwok and (ii) [--------------] (the "Addendum")

Capitalized terms used but not defined herein have the meanings set forth in the Purchase and Sale Agreement for Brokerage Vessel, exccuted on [-------], 2023, with respect to the Lady and ball rightent 101 Drawoidance of doubt, any reference to the PSA (whether 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 Connecticut (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. Agreement, except for items listed on the Exelusions 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 Exclusion 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 1 of the PSA is hereby modified as follows:


There shall be no If there is a Trade Allowance in connection with the sale of the Vessel pursuant to this PSA, the conditions of the trade in will be governed by the attached Trade In Vessel-Addendum.

7. Section 2 of the PSA is hereby modified as follows:

Within ------- business days (3 business days if left blank)) following Seller's signature of this PSA, On [ ---- ], 2023, Buyer paidshall pay the Deposit to the Seller's Selling Broker's account, as acknowledged below, as a deposit toward the Purchase Price to be held in escrow subject to the terms of this PSA. Seller may refuse to permit Buyer to proceed with the trial run, survey and other inspection of the Vessel until the Deposit has cleared into the Seller'sSelling Broker's escrow account.

8. Section 3 of the PSA is hereby modified as follows:

Buyer's obligation to purchase the Vessel is subject to Buyer's satisfaction, in-Buyer's sole diseretion, with a trial run and survey of the Vessel though Buyer may elect not to have the Vessel inspected, provided, however, that Buyer may only reject the Vessel if the surveyor (who shall be a duly qualified marine surveyor whose day to-day business is occupied with surveying of vessels of a similar quality to and value of the Vessel) certifies in writing that it discovered defects that affect the operational integrity of the Vessel or her machinery or her systems or renders the Vessel unseaworthy. For the avoidance of doubt, Buyer may not reject the Vessel on any other grounds. If the Buyer decides to have a survey conductedinspected: (a) Buyer will select the surveyor, (b) the surveyor, and not the Brokers, will be the sole party responsible for any errors or omissions with respect to the survey, notwithstanding that the Brokers may have provided information to and assisted Buyer with hiring the surveyor, (c) Seller shall make the Vessel available and Buyer shall complete the trial run and survey as soon as practicable, such that the survey is completed prior to the Accept/Reject Date, (d) Seller shall pay all running expenses for, and assume the risks associated with, the trial run, and Buyer shall pay all costs of the survey, including associated costs, e.g., haul-out, dry dock, and subcontractors' charges, (e) Buyer and its surveyor will be solely responsible for determining the scope of the survey and the trial run to assess the Vessel's conformity with Buyer's requirements and (f) Buyer shall deliver written notice of rejection or acceptance 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 be deemed to have accepted the Vessel if it fails to give timely written notice of its-rejectionaceeptance in accordance with this PSA. Upon Buyer's acceptance of the Vessel, Seller will not make any use of the Vessel pending Closing (defined in

Case 22-50073 Doc 1930-18 Filed 06/22/23 Entered 06/22/23 18:40:24 Page 10 nf 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 paids (i) the SellerSelling Broker shall return the Deposit to Buyer, (ii) this PSA will terminate, and (iii) 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 defects 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 sentenceand/or to the Selling 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 Encumbrance, will be deducted from the amount due Seller by the Selling Broker prior to disbursement of funds to Seller, which hereby irrevocably instructs any Deposit holder to pay the Commission from the Deposit to the Brokers pursuant to the terms hereofDeposit 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 diselose 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 Vesselor, without Buyer's consent, disclose to Seller that Buver is willing to pay a price greater 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, 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 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 shallmust 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 subsequent to Buyer'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 on execute all documents necessary for completion of the purchase by the Closing Date: (i) the Deposit shall be retained by (or 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 \$200,000 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 Vessel and then divided fifty percent (50%) to the Seller and fifty percent (50%) to the Brokers, which the Brokers shall divide in the same proportions as the commission would have been divided had a sale been eonsummated. 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 Buyer, pursuant to this PSA, will be returned to Buyer upon demand-or-Buyer-will have-the right of speeific performance. Seller agrees that specific performance is reasonable in light of the uniqueness of the Vessel, diffieulty of proof of loss, and the inconvenience or impossibility of otherwise obtaining an adequate remedy. If Closing is not consummated due to Seller's nonperformanceOn 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 shall 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 benest 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 cleared into the Seller'sSelling Broker's account, (b) the SellerSelling 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 Seller Selling Broker shall pay, in accordance with this PSA may retain the commission due the Brokers prior to the releasedisbursement of the Deposit or Balanee 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 peen 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 member(s) of Buyer's immediate family or any entity owned or controlled by Buyer and/or any member(s) 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<br>for the estate of Ho Wan Kwok | | | Date: | | | | | | | |