800 5TH AVENUE

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State income tax purposes the real estate taxes assessed against his Unit and paid by him and the amount paid by him on account of interest of any mortgage indebtedness covering such Unit provided such Unit is used by the owner thereof as a principal or second home (see Rev. Rul. 64 -31, 1964-1 C.B. [Part 1] 300). No opinion is rendered as to the deductibility of real estate taxes and mortgage interest with respect to Units not used by the owner as a principal or second home. The owner of a residential Unit who is a veteran of the United States Armed Forces may be entitled to a veteran’s exemption covering part of the real estate taxes otherwise assessed against his Unit. N.Y. Real Property Tax Law Section 458. Under certain circumstances, a ssessments from Unit owners received by the Board of Managers of the Condominium would not be taxable to the Condominium for Federal income tax purposes if the Condominium elects special tax treatment under Section 528 of

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Rights and Obligations of Unit Owners and Board of Managers 67 Real Estate Taxes 77 Opinions of Counsel 79 Counsel’s Real Estate Tax Opinion 82 Reserve Fund 84 Working Capital Fund 84 Management Agreement 86 Identity of Parties 87 Report to Unit Owners 89 Documents on File 90 Sponsor’s Statement of Building Condition Pursuant to Section 13 NYCRR 20.3 gg 91 General 92

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,500 5. Repairs and Maintenance $3,500 6. Legal & Audit $3,500 7. Insurance $3,406 8. Management Fee $5,000 9. Services and Supplies $2,000 10. Reserve Fund $3,000 Total $28,426 Note: If the actual or anticipated date of commencement of condominium operation is delayed more than six months from the budget year projected in the offering plan, the plan must be amended to include a revised budget disclosing current projections. If such amended projections exceed the original projections by twenty -five (25%) per cent or more, the sponsor must offer all purchasers the right to rescind and a reasonable period of time that is not less than fifteen (15) days of the date of presentation to exercise the right, whether or not the sponsor offers to guarantee the previous budget projection. Sponsor must return any deposit or down payment to purchasers who rescind within a reasonable period of time. Sponsor may not declare a plan effective where there are any material changes

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get. This includes telephone/internet service for the fire alarm, intercom, security cameras, sprinkler inspection, and janitorial supplies. 11. Reserve Fund ($3,000) Replacement reserves for capital expenditures and deferred maintenance are budgeted , which is approximately ten percent (10%) of the budget. There can be no assurance that such fund will be sufficient to pay for major capital repairs or replacement items, which may be needed within the first five years of condominium operation. If additional funds are required over and above these funds, it may be necessary to increase Common Charges or separately assess all Unit Owners. In the event of any material change in the budget, this Offering Plan will be amended. This projection is based upon the experience of the budget expert in the management of similar buildings. IN THE OPINION OF THE BUDGET EXPERT , EXIT Realty Professionals , (SET FORTH IN THE SECTION TITLED “ CERTIFICATION OF SPONSOR’S EXPERT

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55 (e) Contribution to working capital fund in the amount of $500.00 per Unit payable to the Board of Managers. (f) If a mortgage loan is obtained from a lending institution, Purchaser will be responsible for the following costs, if any: (i) Legal fees of the lending institution’s attorney; (ii) Mortgagee insurance policy costs for a mortgage title insurance policy naming lending institution as the insured, if applicable. (iii) Mortgage recording tax of 1.8% percent of the amount of the mortgage actually executed by Purchaser if that mortgage is under $500,000 and 2.8% of the amount of the mortgage if the mortgage is equal to or exceeds $500,000. Purchaser is required to pay the above specified rate of tax less $30 and the lending institution is required to pay ¼ of the tax. Purchaser will reimburse Sponsor at closing a sum equal to the entire mortgage tax credit pursuant to Section 339 -ee(2) of the New York Real Property Law; (iv) Recordi

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57 Filing fee $250 Working Capital Contribution $500 Mortgage Tax $8,170 Origination fee $1,000 Credit Report Fee $250 Appraisal Fee $250 Application Fee $250 Fee to Sponsor’s Attorney $1,500 Fee to Buyer’s Attorney $1,500 Recording Mortgage $200 Total $24,035

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of the Condominium. The proceeds of the disposition of any such Unit sold shall be the property of the Condominium and shall be deposited into the reserve fund and used solely for Capital improvements. The Board of Managers may not discriminate against any person based on race, creed, color, national origin, sex, age, disability or other grounds prohibited by Law. The Board of Managers shall have the right to require a Unit Owner to pay a fee to the Board of Managers and/or the Managing Agent to cover reasonable legal and other expenses of the Board of Managers and the Managing Agent in connection with the sale or lease of a Unit. Any lease for a Unit shall be substantially in the form prepared by the Real Estate Board of New York, Inc., for apartment leases except as otherwise provided in the By -laws and except for such changes thereto as are recommended by counsel to the Board of Managers. Notwithstanding any provision to the contrary in this Offering Plan, Sponsor,

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84 RESERVE FUND: This Offering Plan makes provision for a Reserve Fund for capital expenditures. For greater details, see By -Laws Section 2.4(viii). The amount of the reserve fund is $ 3,000.00. The Sponsor shall comply with any applicable law concerning reserve fund. Both t he Sponsor and purchasers contribute to the funds. They can be used only for capital improvements. It is uncertain whether the reserve fund will be sufficient to pay for the replacement of capital items likely to be needed within the first five years of condominium operation. While the Sponsor is in control of the board of managers, the reserve fund may not be used to reduce projected common charges in the plan Neither the Department of Law nor any other government agency has passed upon the adequacy of the fund. If it is insufficient, the Condominium will have various means and options to raise additional funds, such as special assessments, a loan from

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unsecured loan from a bank or other lender. NEITHER THE DEPARTMENT OF LAW NOR ANY OTHER GOVERNMENTAL AGENCY HAS PASSED UPON THE ADEQUACY OF THE WORKING CAPITAL FUND.

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transfer taxes and the amount of any credit for mortgage recording tax as set forth in such Section. Purchaser shall make the contribution to the working capital of the Condominium referred to in such Section. Real estate taxes and common charges and expenses shall be adjusted between Seller and Purchaser as of midnight preceding the Closing Date in accordance with the provisions of the Plan. Any such expenses or adjustments payable to Seller in excess of $500.00 will be paid by certified check or bank check. Recording charges, fees and taxes, as set forth in

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ommon Expenses and (b) the making of restorations, additions, alterations and improvements to the Common Elements; to accumulate funds for use as a reserve fund for capital replacements or other purposes; (ix) to obtain insurance for the Property, including the Units, pursuant to the terms of Section 5.4 hereof. During the period that the Sponsor controls the Board, the insurance coverage shall not be less than that required by the regulations of the New York State Department of Law. (x) to adjust and settle claims under insurance policies obtained pursuant to the terms of Section 5.4 hereof, and to execute and deliver releases upon such adjustment and settlement on behalf of: (a) all Unit Owners; (b) all holders of mortgages and other liens on Units; and (c) all holders of any other interest in the Property; (xi) to make, or to contract with others for the making of, repairs, maintenance, additions and improvements to, and alterations, restorations and replacements

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- Laws. Selling Agent - Refers to QB & Son LLC with an office at 246 51st Street, Brooklyn, N.Y. 11220 or its successor in such capacity. Special Assessments - The charges allocated and assessed by the Board of Managers to the Unit Owners, pro rata in accordance with their respective interests (except as otherwise provided in the Declaration or in the By -Law), in accordance with paragraph (c) of Section 6.1 of the By-Laws. Sponsor - QB & Son LLC at with an office at 246 51st Street Brooklyn, N.Y. 11220 or its successor in such capacity. Sponsor-designee - Any Person designated by Sponsor to hold title to any Unsold Unit. Sponsor’s statement in writing that a Person is a Sponsor -designee shall be conclusive evidence of such status so as to entitle such Person to all the rights of a Sponsor -designee under this Offering Plan. A Sponsor - designee shall have the right to designate a Person to succeed to its rights and any such designee shall also be dee

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at of its principals for failure to perform any obligation imposed by applicable statute or regulation. Sponsor agrees to pay all common charges, special assessments and real estate taxes with respect to unsold units. Sponsor represents that it has the financial resources to meet its obligations with respect to unsold units. The means by which it will fund its financial obligations to the condominium are from the sale of units and the personal funds of the Sponsor and its principals. No bond or other security has been posted to secure Sponsor's obligations. The Sponsor is obligated to completely repair any damage from a casualty or other cause that occurs before the closing of a purchaser's unit, even if that damage occurs while the purchaser is in possession pursuant to an interim lease prior to closing. If such damage is not repaired the Purchaser may rescind the Purchase agreement and receive a refund of the down payment. The Sponsor shall procure fire and casu

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rior to or simultaneously with the closing of any mortgage transaction, the Unit Owner must satisfy all arrearages for any unpaid Common Charges and Special Assessments owed by such Unit owner and discharge any liens therefor. 3. Common Charges and Assessments: Each Unit Owner shall have an obligation to pay Common Charges and Special Assessments when due. Except as set forth in the Notes to Schedule B and as otherwise provided in the By -Laws, Common Charges for each Unit shall be determined by multiplying that Unit’s percentage of Common Interest by the total annual net expenses incurred or anticipated to be incurred for those items listed in Schedule B herein, together with the expense of any special repairs, major capital improvements or other expenses deemed by the Board of Managers to be a part of the Common Expenses and to be paid as Common Charges, all in accordance with the By-Laws of the Condominium. Common Charges will be established by the Board of M

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at a later date or with respect to a subsequent failure to pay within the designated time. The failure to make prompt payment of Common Charges or Special Assessments when due shall subject the Unit Owner to a late charge as described in the By -Law. Notwithstanding the foregoing, the Sponsor, any Sponsor -designee and any partner of any entity affiliated directly or indirectly with Sponsor shall not be subject to the late charge. The Sponsor will cause the Board of Managers to file a lien as provided for in Section 339 -aa of the Real Property Law on Units in which Sponsor is more than 30 days in arrears of Common Charges while it is in control of the Board of Managers. No Unit Owner shall be liable for the payment of any part of the Common Charges assessed against his or her Unit subsequent to a sale, transfer, or other conveyance made by him or her of his or her Unit, with appurtenant Common Elements, in accordance with the Declaration and By-Laws. All Unit own

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ed upon the adequacy of the fund. If it is insufficient, the Condominium will have various means and options to raise additional funds, such as special assessments, a loan from a lender, or an increase in common charges. WORKING CAPITAL FUND: At the time of the first closing of title to each Unit to a bona fide Purchaser, such Purchaser shall pay the sum of $500 to the Board of Managers for its working capital (the Working Capital Fund). Adjustments for prepaid expenses between the sponsor and the board of managers may be deducted only from the working capital fund. The approximate amount of such adjustment is $1,000 or about one half of one month’s common charges. The net adjustments for prepaid expenses, if in favor of the sponsor, are to be paid by deduction of the prepaid amount from the working capital fund. There will be a minimum working capital fund of $1,500 regardless of the amount of adjustments. If the full amount of the adjustment due to the Spons

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ms of the Condominium Act, the Declaration, or the By-Laws. Selling Agent - QB & Son LLC with an office at 235 51 st Street, Brooklyn , NY. Special Assessments - The charges allocated and assessed by the Board of Managers to the Unit Owners, pro rata in accordance with their respective interests (except as otherwise provided in the Declaration or in the By -Law), in accordance with paragraph (c) of Section 6.1 of the By-Laws. Sponsor - QB & Son LLC, 235 51 st Street, Brooklyn, NY 11220 Sponsor-designee - A Sponsor -designee means a Successor Sponsor, which is Any Person designated by Sponsor to hold title to any Unsold Unit and who assumes the status and obligations of the Sponsor . Sponsor’s statement in writing

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sary to discharge the same; (v) to determine the amount and establish the means and methods of payment of, and to collect, the Common Charges And Special Assessments from the Unit Owners; (vi) to borrow money on behalf of the Condominium when required in connection with the operation, maintenance repair, restoration, improvement, alteration and replacement of the Common Elements, provided, however, that: (a) the affirmative consent of at least two -thirds of the members of the Board of Managers shall be required for the borrowing of any sum in excess of $125,000.00 in any one fiscal year (regardless of the balance of any loans outstanding from previous fiscal years); (b) the affirmative consent of at least two -thirds, both in number and in aggregate Common Interests, of all Unit Owners shall be required for the borrowing of any sum in excess of $125,000.00 in any one fiscal year regardless of the balance of any loans outstanding from previous fiscal years); (c) no lie

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and maintain bank accounts on behalf of the Condominium and to designate the signatories required therefor; (viii) to use the Common Charges and Special Assessments collected from Unit Owners, as well as other funds held by the Board of Managers or received in connection with the operation of the Property, for the administration of the Condominium, including, without limitation: (a) the payment of Common Expenses and (b) the making of restorations, additions, alterations and improvements to the Common Elements; to accumulate funds for use as a reserve fund for capital replacements or other purposes; (ix) to obtain insurance for the Property, including the Units, pursuant to the terms of Section 5.4 hereof. During the period that the Sponsor controls the Board, the insurance coverage shall not be less than that required by the regulations of the New York State Department of Law. (x) to adjust and settle claims under insurance policies obtained pursuant to the term

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ents. If the Trust Funds shall be less than sufficient to discharge the cost and expense of performing the Work, the Board of Managers shall levy a Special Assessment against all Unit Owners for the amount of such deficiency in proportion to their respective Common Interests and all proceeds of such Special Assessment shall become part of the Trust Funds. If, conversely, the Trust Funds shall prove to be more than sufficient to discharge the cost and expense of performing the Work, such excesses shall be paid to all Unit Owners in proportion to their respective Common Interests, except that no payment shall be made to a Unit Owner until there has first been paid, out of said Unit Owner’s share of such excess, such amounts as may be necessary to reduce unpaid liens on the Unit Owner’s Unit (other than mortgages that are not Permitted Mortgages) in the order of priority of such liens. Notwithstanding the foregoing, however, in the event that the Unit Owners are assessed purs

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it Owners shall pay to the Board of Managers at least 15 days before same became due and payable the cost of any such taxes, charges and rents as a Special Assessment, (ii) the cost thereof shall be allocated among the owners of the Units in proportion to each Unit’s Common Interest, and (iii) the Board of Managers shall collect such monies from the Unit Owners, hold such monies in trust and promptly pay such taxes, charges and rents before they are due, all as agent for the Unit Owners. In the event of a proposed sale of any Unit, the Board of Managers (for so long as the Board of Managers is still paying such real estate taxes, water charges and sewer rents as agent for the Unit Owners) shall, upon the written request of the selling Unit Owner, execute and deliver to the purchaser of such Unit or to such purchasers title company, a letter agreeing to promptly pay all such taxes, charges and rents affecting such owner’s Unit to the date of the closing of title to such Unit

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the Managing Agent and (ii) a separate listing for each Unit, setting forth, among other things, the amount of each assessment of Common charges and Special Assessments levied against such Unit, the date when due, the amounts paid thereon and the balance, if any, remaining unpaid. (B) Within four months after the end of each fiscal year of the Condominium, the Board of Managers shall submit to each Unit Owner, and, if so requested, to any Permitted Mortgagee, an annual report of the receipts and expenditures of the Condominium prepared and certified by an independent certified public accountant. The cost of preparing and distributing each such report shall be borne by the Board of Managers as a Common Expense. (C) The books of account and records of the Condominium may be examined by Unit Owners at convenient hours on weekdays. ARTICLE 6 COMMON CHARGES Section 6.1 Determination of Common Expenses & Fixing of Common Charges. (A) From time to time, but not less f

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s Common Charges, the Board of Managers shall have the right, subject, in all respects, to the limitations contained in Section 2.5 hereof, to levy Special Assessments to meet the Common Expenses. All Special Assessments shall be levied against all Unit Owners in proportion to their respective Common Interest and may be payable either in one lump sum or in installments, as the Board of Managers shall determine, provided, however, that the Board of Managers shall give each Unit Owner not less than 15 days’ written notice prior to the date upon which such Special Assessment, or the first installment thereof, shall be due and payable, which notice shall set forth, in reasonable detail, the nature and purposes thereof. The Board of Managers shall have all rights and remedies for the collection of Special Assessments as are provided herein for the collection of Common Charges (including, without limitation, the provisions of Section 6.4 hereof). (D) The excess of all rents,

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Sponsor and Sponsor-designees with respect to Unsold Units, for so long as the same are owned thereby) shall be obligated to pay Common Charges and Special Assessments assessed by the Board of Managers pursuant to the terms of Section 5.1 thereof at such time or times (but not less than annually) as the Board of Managers shall determine. Unless otherwise determined by the Board of Managers, Common Charges shall be payable in installments on the first day of every month in advance. To the extent permitted by Law, the Board of Managers shall have a lien on each Unit, on behalf of all Unit Owners, for unpaid Common Charges and Special Assessments assessed against such Unit. Such lien, however, shall be subordinate, to the extent required by Law, to any liens for real estate taxes assessed against such Unit and to any sums unpaid on a Permitted First Mortgage of record thereon. The Sponsor will cause the Board of Managers to file a lien as provided for in Section 339-aa of t

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n-occupying owner against such tenant for such rent. (B) No Unit Owner shall be liable for the payment of any part of the Common Charges and any Special Assessments assessed against his or her Units subsequent to a sale, transfer, or other conveyance by his or her of such Unit, together with its Appurtenant Interests, made in compliance with the terms of Article 7 hereof. A purchaser or other successor -in-title to the owner of a Unit shall be liable for the payment of all Common Charges and any Special Assessments accrued and unpaid against such Unit prior to his or her acquisition thereof, except that, to the extent permitted by Law, a Permitted First Mortgage acquiring title to a mortgaged Unit or a purchaser at a mortgage foreclosure sale hold with respect to a Permitted First Mortgage shall not be liable and such mortgaged Unit shall not be subject to a lien, for the payment of any Common Charges and Special Assessments assessed subsequent to the recording of such

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such time as Sponsor has substantially completed construction of all the Units and Common Elements, Sponsor’s obligation to pay Common Charges and Special Assessments with respect to Unsold Units shall not exceed the amount by which the actual operating costs of the Condominium (including reserves authorized hereunder) shall exceed the sum of the Common Charges and Special Assessments levied on Unit owners (other than Sponsor). Section 6.3 Statement of Common Charges . The Board of Managers shall promptly provide a written statement of all unpaid Common Charges due from any Unit Owner upon its receipt of a written request therefor from such Unit Owner. In addition, each Unit Owner shall be permitted to examine books of account of the Condominium at reasonable times on weekdays. Section 6.4 Default in Payment of Common Charges. (A) The Board of Managers shall take prompt action to collect any Common Charges due to the Board of Managers that remains unpaid for more t

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ver to collect the same . All such late charges, interest, costs and expenses and rentals shall be added to and shall constitute Common Charges or Special Assessments payable by such Unit Owner. (C) In any action brought by the Board of Managers to foreclose a lien on a Unit because of unpaid Common Charges, the Board of Managers shall have, on behalf of all Unit Owners, the power to purchase such Unit at the foreclosure sale thereof and to acquire, hold, lease, mortgage , convey, or otherwise deal with such Unit (but not to vote the votes appurtenant to the Unit). In the event that the net proceeds received on such foreclosure (after deduction of all legal fees and disbursements, advertising costs, brokerage commissions, court costs and other costs and expenses paid or incurred in connection therewith) shall be insufficient to satisfy the defaulting Unit Owner’s obligations to the Condominium such Unit Owner shall remain liable for the deficit. Any surplus on such for

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expense accounts of the Condominium. If the funds in such accounts are insufficient to effectuate such purchase, the Board of Managers may levy a Special Assessment against each Unit Owner (other than the Offeree Unit Owner) in accordance with the terms of paragraph (C) of Section 6.1 hereof and/or the Board of Managers may, in its discretion, finance the acquisition of such Unit; provided, however, that no such financing may be secured by an encumbrance on or a hypothecation of any portion of the Property other than the Unit to be purchased together with its Appurtenant Interests and apportioned Limited Common Element, if any. In addition, if the Outside Offeror was to seems or to take title to the Unit subject to the Offeree Unit Owner’s existing mortgage or mortgages pursuant to the Sale or Lease Agreement, the Board of Managers may purchase the Unit and assume or take title thereto subject to such mortgage or mortgages, as the case may be. At the closing of title, the

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all be permitted to convey or lease his or her Unit unless he or she shall have paid in full to the Board of Managers all unpaid Common Charges and Special Assessments theretofore assessed against such Unit and shall have satisfied all unpaid liens, other than that of Permitted Mortgages, levied against such Unit. Section 7.8 Power of Attorney. At the time of acquiring title to a Unit and as a condition thereof, the now Unit Owner shall duly execute, acknowledge and deliver to the representative of his or her title insurance company (or, if no such representative is present, to Sponsor or its designee, or, if Sponsor or its designee in not then the owner of any Unsold Unit, to the Board of Managers) for recording in the Register’s Office, the Unit Owner’s Power of Attorney required in Article 14 of the Declaration, in the form required by the Board of Managers. Section 7.9 Gifts and Devises, Etc. Any Unit Owner shall be free to convey or transfer his or her Unit, toget

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ge, pledge or hypothecate his or her Unit unless and until he or she shall have paid in full to the Board of Managers all unpaid Common Charges and Special Assessments theretofore assessed against such Unit and shall have satisfied all unpaid liens, except the liens of Permitted Mortgages levied against such Unit. (B) No Unit Owner shall execute any mortgage or other document mortgaging, pledging or hypothecating title to his or her Unit without including therein its Appurtenant Interests, it being the intention to prevent any severance of such combined ownership. Any mortgage or other instrument purporting to affect one or more of such interests without including any such interests shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or described therein. (C) Any mortgage covering a Unit shall be substantially in the form of the New York statutory form of mortgage, except for such changes or

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57 Filing fee $250 Working Capital Contribution $500 Mortgage Tax $8,170 Origination fee $1,000 Credit Report Fee $250 Appraisal Fee $250 Application Fee $250 Fee to Sponsor’s Attorney $1,500 Fee to Buyer’s Attorney $1,500 Recording Mortgage $200 Total $24,035