854 PUTNAM AVENUE

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which Sponsor shall deposit in the Working Capital Fund account. Sponsor will deposit all checks received from each Unit closing into this account. 1 0) All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Plan. Except as set forth herein, there have been no material changes in the Plan. SIGNATURE PAGE TO FOLLOW

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charges, taxes, reserve or working capital fund payments, assessments, payments for repairs and improvements promised in the plan, and payments of underlying mortgages and loans for which shares or units have been pledged or mortgaged, to any of the above listed properties. The Sponsor does not currently manage any Condominiums but the Sponsor’s principal does, individually manage several rental properties including 35A-37 -39-41 Lexington Avenue, 376 Franklin Avenue and 672 Halsey Street, Brooklyn, NY. 2. Architect The Sponsor’s engineers and architects are Demerara Engineering, PLLC, with an address at 160 Pearl Street, 2nd Floor, New York, New York 10005. Demerara Engineering, PLLC, by Oscar P. Walters has prepared the Floor Plans of the property and the report included in Part II of this offering plan. Demerara Engineering, PLLC, by Oscar P. Walters, Jr., PE has been involved in the planning and development of multi-family buildings (including 195 Hawthorne St

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harged to all Unit Owners as a Common Expense. See Section IV, “Offering Prices and Related Information” and See Part II, “Floor Plans”. 9. A reserve fund is provided for in the Budget. This fund is for the repair, replacement or other capital items that ma y have to be obtained by the Condominium without the necessity of resorting to a special assessment to unit owners . If the reserve fund is insufficient, a special assessment or increase in common charges will be implemented . See Section V, Schedule B and Section XXI, “Reserve Fund”. 10. Purchasers should note that in the current real estate market, banks and other lenders are imposing various restrictions on purchase financing. Such restrictions include requiring that a certain percentage of apartments in a building or group of building be sold before a lender will consider making a loan. Thus, it may be possible for a purchaser to experience difficulty obtaining a loan in a building or group of buildings where

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VI entitled “Control By Sponsor”). 19. Adjustments for prepaid expenses between the Sponsor and the Board of Managers may be deducted only from the working capital fund. Net adjustments for prepaid expenses, if in favor of the Sponso r, are to be paid from the working capital fund. There will be a minimum working capital fund totaling the aggregate of 2 months of common charges regardless of the amount of adjustments. In the event that the Working Capital Fund is not sufficient to cov er any adjustment in favor of the Sponsor, common charges will be increased to cover any such shortfall. See Section XXII, “Capital Fund”. 20. The use of the Units is for single family residence purposes only. A home cannot be used for commercial, office, or any other non-residential uses. See Part II, "By-Laws". 21. The cellar area, storage rooms, balconies or terraces and recreation areas are not to be used for habitable space as defined by the NYS Buil ding Code. Additionally, use of sto

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ith (i) the repair, maintenance, replacement, restoration, and operation of, and any alteration, addition, or improvement to, the general operating reserve fund for working capital, for replacements with respect to the General Common Elements. “Initial Control Period” shall mean the period ending on the earlier of: (i) the closing title with Purchasers under the Plan to Residential Units having at least 75% of the aggregate Common Interest appertaining to all Residential Units, or (ii) 5 years after the First Closing. “Institutional Lender” shall mean (i) a savings bank, savings and loan association, bank or trust company, insurance company, real estate investment trust, mortgage trust, or a group of lenders which shall include one of the foregoing, or (ii) a federal state, municipal, teacher ’s or union employee, welfare, pension or retirement fund or system, or (iii) Sponsor. “Institutional Mortgage” shall mean any first mortgage covering one or more Units that is

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nt to, the Residential Common Elements and/or the Limited Residential Common Elements; or (ii) the establishment and/ or maintenance of an operating reserve fund for working capital, for replacements with respect to the Residential Common Elements and/or Limited Residential Common Elements. “Residential Unit” shall mean any space designated as a Residential Unit in the Declaration together with its Common Interest and Residential Common Interest. All such Residential Units, are collectively, referred to as the “Residential Units”. “Rules and Regulations” refers to the rules and regulations made in accordance with the By- Laws and attached thereto as Schedule A. “Sales Office” shall mean the sales office for the Sponsor or Selling Agent, at a location to be designated by either Sponsor or Selling Agent from time to time. “Schedule A” refers to Schedule A, “Purchase Prices and Related Information ” for the Projected First Year of Condominium Operation set forth in

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.................$7,800.00 Contingency Fund (see note 11) ............................................................................$2,000.00 Reserve Fund (see note 12) ....................................................................................$3,000.00 TOTAL.............................................................................................................................$26,741.82 In the event the estimated first year differs from the actual commencement of the budget year by six (6) months or more, Sponsor will amend the plan to include a revised budget. See explanatory notes. If the amended budget exceeds this budget by 25% or more, the Sponsor will offer all purchasers the right to rescind the purchase agreement. Purchasers in contract shall have fifteen (15) days after the date of presentation of the notice to purchasers to exercise the right to rescind the Purchase Agreement, whether or not Sponsor offers to guarantee the previous budget pro

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mmon Charges are to be paid to the Condominium as an initial working capital contribution. While Sponsor is in control of the Board of Managers the working capital fund will not be used to reduce the Common Charges. If any portion of the working capital fund is used during this period to pay for items in the budget set forth as Schedule B, such amounts will be repaid to such fund out of Common Charges collected. When completely funded, after all closings, the Working Capital fund will contain two months aggregate Common Charges. The purpose of this fund is to provide for unanticipated expenses that may arise in the day to day management of the Condominium from time to time without the necessity of resorting to a special assessment to unit owners. While the exact nature of unanticipated expenses cannot be defined, this contingency may be used to offset the costs of insurance deductibles on claims, to provide for additional management or maintenance services or improveme

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..........$17,774.83 Mansion Tax ........................................................................................................$12,473.56 Working capital approx. (2 mo. Common Charges) .................................................$700.00 Sponsor’s attorney fee ............................................................................................$2,000.00 Creation costs .........................................................................................................$2,000.00 TOTAL...............................................................................................................$101,298.00 In the event that a Purchaser chooses to purchase title insurance at the Closing, Purchaser must obtain a commitment to issue title insurance in the form of a title report from a title insurance company licensed to do business in the State of New York. Such report is to be delivered to 48

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SECTION XXI. RESERVE FUND This Condominium shall maintain a reserve fund. As set forth in the First-Year Budget in Section V of this Plan, the reserve fund will be funded by each Unit Owner as part of the monthly Common Charges. The amount collected each year shall be at least 10% of the yearly budget for the year prior. This amount will be placed on deposit in order to provide for major capital repairs or replacement items likely to be needed within the first five years of Condominium operation. Sponsor does not anticipate that any such repairs will be required. This fund may not be used to fund the day to day operations of the Condominium. For the first year of operation, the sum of $3,0 00.00 has been budgeted towards the reserve account and same will be funded from the payments of Common Charges. If the Condominium needs to finance further needed capital expenditures such as renewal or replacement of building components or systems or to remedy major building def

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SECTION XXII. WORKING CAPITAL FUND At the time of the closing of title to each Unit to a bona fide Purchaser, such Purchaser shall pay a sum equal to two months Common Charges to the Board of Managers for its working capital (the Working Capital Fund). For such period as Sponsor retains control of the Board of Managers, the Working Capital Fund shall not be used to reduce estimated Common Charges, At the First Unit Closing, Sponsor will apportion with the Board, to the extent applicable to the Condominium, the following items as of midnight of the date preceding said Closing: 1. Employees’ wages, vacation and severance pay, pension and welfare benefits and accruals, uniforms and all other payments or obligations relative to the employees of the Building; 2. Deposits with utility companies, if any, and fees for assignable permits and licenses, if any; 3. Charges for electricity and other utilities for the General Common Elements and the Limited Common Elem

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The Board will be able to utilize the money in the Working Capital Fund at any time and, accordingly, no representation or warranty can be made and no assurance can be given as to the exact amount of funds available at any specific time. Within three months from the end of the first year of operation of the Condominium, Sponsor shall deliver to the Condominium Board a statement certifying in reasonable detail as to any changes in the amount of the Working Capital Fund which occurred since the first closing. NO REPRESENTATION OR WARRANTY IS MADE THAT THE WORKING CAPITAL FUND WILL BE, OR IS INTENDED TO BE, ADEQUATE TO COVER CURRENT OR FUTURE EXPENSES, FOR THE FIRST, OR SUBSEQ UENT, YEAR OF THE CONDOMINIUM ’S OPERATION. NEITHER THE DEPARTMENT OF LAW NOR ANY OTHER GOVERNMENT AGENCY HAS PASSED UPON THE ADEQUACY OF THE WORKING CAPITAL FUND. 86

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and Principal of the Sponsor are current on their financial obligations including, but not limited to, payment of common charges, taxes, reserve or working capital fund payments, assessments, payments for repairs and improvements promised in the plan, and payments of underlying mortgages and loans for which shares or units have been pledged or mortgaged, to any of the above listed properties. The Sponsor does not currently manage any Condominiums but the Sponsor’s principal does, individually manage several rental properties including 35A-37 -39-41 Lexington Avenue, 376 Franklin Avenue and 672 Halsey Street, Brooklyn, NY. 2. Architect The Sponsor’s engineers and architects are Demerara Engineering, PLLC, with an address at 160 Pearl Street, 2nd Floor, New York, New York 10005. Demerara Engineering, PLLC, by Oscar P. Walters has prepared the Floor Plans of the property and the report included in Part II of this offering plan. Demerara Engineering, PLLC, by Oscar P.

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d power of attorney in favor of the Board of Managers; (ii) an amount equal to two month’s Common Charges representing Purchaser’s share of initial working capital for the Condominium; and (iii) the closing fees described in Schedule A of the Plan. Sponsor and Purchaser will apportion, as of midnight on the day preceding the Closing Date, real estate taxes and/or Common Charges assessed during the month in which title closes or established as a reserve based upon the last bill received, and rent and other charges, if any, pursuant to a lease for or tenancy of the Unit. Any errors or omissions in computing apportionments at Closing will be corrected; this provision will survive Closing. In the event Purchaser obtains a mortgage secured by the Unit, Purchaser shall pay to the Sponsor a sum equal to the partial mortgage tax credit to which the Purchaser is entitled pursuant to Section 339-ee(2) of the Condominium Act. If units have not been separately assessed for real estate

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deletion which shall adversely affect the lien or any mortgage (including, but not limited to, changes with respect to voting, assessments, liens, reserve fund, repair and replacement of common elements, insurance, rights to use common elements, maintenance and repair, imposition of right of first refusal, establishment of self - management) may be made without the written consent of the First Mortgagees, if any, of each of the same Units; b) No amendment which shall change the percentage of Common Interests allocated to any Unit or Units may be made without the written consent of such Owner and the First Mortgagees, if any, of each of the same Units; c) No amendment, modification, addition or deletion of or to this Declaration will be effective in any respect against the Sponsor, its designee, or any Unsold Unit until the Sponsor or such designee shall consent thereto in writing. d) No amendment, modification, addition or deletion of or to this Declaration which wo

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ts, to apply same as a credit against Common Charges on a pro rata basis for all Unit Owners who have contributed to such fund; q. To receive any reserve fund and to hold and use such Reserve Fund exclusively for making capital repairs, replacements, and improvements necessary for the health and safety of residents of the Building; r. To require that all officers and employees of the Condominium handling or responsible for Condominium Funds shall furnish adequate fidelity bonds. The premium on such bonds shall be a common expense. Section 3. Nomination and Election: The Managers shall be elected for a term of one year at the Annual Meeting of Unit Owners or at a Special Meeting called for that purpose as provided by law. Each Condominium Unit shall be entitled to cast one vote for each .01% of Common Interest in the Condominium appurtenant to the Unit, which may be cast all for one nominated Manager, or divided among any number of candidates. Their term of offi

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st of all other services, being provided, is no greater than that provided in said notes; c) Establish any reserve other than the Reserve and/or Working Capital Funds set forth in the Offering Plan. However, notwithstanding anything contained herein to the contrary, the Sponsor, as Holder of Unsold Units, or other Holder(s) of Unsold Units, shall not veto the expenses set forth in SCHEDULE B of the offering plan, or expenditures required to comply with applicable laws or regulations. Section 9. Rules and Regulations: The Board of Managers may from time to time adopt and amend such rules and regulations as it may deem necessary in respect to the Building of the Condominium for the health, safety and convenience of the Unit Owners. Copies thereof and of changes therein shall be furnished to each Unit Owner. Section 10. Compensation: No Member of the Board of Managers shall receive any compensation from the Condominium for acting as such. Section 11.

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ount as the Board of Managers may deem proper for the operation and maintenance of the Common Elements including, without limitation, an amount for working capital of the Condominium, for a general operating reserve, for a reserve fund for replacements, and to make up any deficit in the common expenses for any prior year. The Common Expenses may also include such amounts as may be required for the purchase or lease of any Unit whose Owner has elected to sell or lease such Unit, or any Unit which is to be sold at a foreclosure or other judicial sale. The Board of Managers shall advise all Unit Owners promptly, in writing, of the amount of Common Charges and Expenses payable by each of them, respectively, as determined by the Board of Managers, as aforesaid, and shall furnish copies of each budget on which such Common Charges and Expenses are based, to all Unit Owners. Any dispute relating to the expenses to be borne by the Unit Owners shall be submitted to arbitration in ac

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fund is for the repair, replacement or other capital items that ma y have to be obtained by the Condominium without the necessity of resorting to a special assessment to unit owners . If the reserve fund is insufficient, a special assessment or increase in common charges will be implemented . See Section V, Schedule B and Section XXI, “Reserve Fund”. 10. Purchasers should note that in the current real estate market, banks and other lenders are imposing various restrictions on purchase financing. Such restrictions include requiring that a certain percentage of apartments in a building or group of building be sold before a lender will consider making a loan. Thus, it may be possible for a purchaser to experience difficulty obtaining a loan in a building or group of buildings where the sponsor or holder of unsold shares has not sold a substantial percentage of the apartments in the building or group of buildings, which in some cases may be as high as 70%. Moreover, some lende

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for unanticipated expenses that may arise in the day to day management of the Condominium from time to time without the necessity of resorting to a special assessment to unit owners. While the exact nature of unanticipated expenses cannot be defined, this contingency may be used to offset the costs of insurance deductibles on claims, to provide for additional management or maintenance services or improvements not otherwise classified in this budget. It will not be used to replace capital items. This Plan must state in two separate sections whether the Condominium will have funds for Working Capital. The other section is Section XXII, Working Capital Fund. 8. At closing, the purchaser must pay the Sponsor’s attorney fee in the amount of $2,000.00 to reimburse Sponsor for a portion of its legal fees incurred in connection with the closing of title of the Purchaser’s unit. If the closing takes place at a location other than in the Sponsor’s counsel’s office, the Purchase

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gents’ fees and commissions, engineers’ fees, appraisal and surveying fees and costs. f. Sponsor will pay all Common Charges, real estate taxes, Special Assessments and other expenses allocable to any Units owned by Sponsor, so long as Sponsor shall continue to own such Units. However, as set forth in this Offering Plan, where Purchaser has caused an unauthorized delay in Closing, sponsor shall be entitled to reimbursement by Purchaser of real estate taxes and Common Charges during such unauthorized delay. Sponsor represents that it has sufficient financial resources to complete construction and to meet its obligations with respect to unsold units and will not require additional financing or the sale of any of the units to pay for same. Sponsor will fund its obligations to the Condominium for unsold units from its principals’ monetary contributions to Sponsor and from proceeds of the loan given to it by lender. As provided in Article VI Section 5 of the By-Laws, no bon

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. Prior to or simultaneously with the closing of any mortgage transaction, the Unit Owner must satisfy all arrears for any unpaid Common Charges and Special Assessments owed by such Unit owner and discharge any liens therefor. Any first mortgagee who obtains title to a Condominium Unit pursuant to the remedies in the Mortgage or through foreclosure will not be liable for more than 6 months of the unit's unpaid regularly budgeted dues or charges accrued before the acquisition of the title to the unit by the mortgagee. 4. Use of Units and Restrictions: 67

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Board of Managers. 5. Common Charges, Liens for Nonpayment of Common Charges 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 Managers on an annual basis, at least, and be paid in equal monthly installments, due and payable on the first day of each month. The Board of Managers, in accordance with the By-Laws, may

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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-Laws. 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. 6. Repairs, Rig

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ded capital expenditures such as renewal or replacement of building components or systems or to remedy major building defects, the Board may make a special assessment on all unit owners or apply for an unsecured loan from a bank or another lender. 84

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( “Common Charges”) to cover the cost of common expenses, payable in advance. The Board of Managers may increase the monthly assessments or vote a special assessment in excess of that amount, if required, to meet any additional necessary expenses, but said increases can only be assessed among the Unit Owners pro rata according to the formula provided for herein except that with respect to special assessments and Common Charges that are imposed for matter pertaining only to the Residential Units and not the Commercial Units, if any, the Board of Managers shall allocate certain specific expense items and 179

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o Unit Owner shall he permitted to convey or lease his Unit unless he shall have paid in full to the Condominium Board 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 provided that if a Unit Owner shall convey his Unit without having paid in full all such payments, the purchaser of such Unit shall be responsible for all such payments. (f) At the time of acquiring title to a Unit and as a condition thereof, the new 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 is not then the owner of any Unsold Unit, to the Condominium Board) for recording in the Register’s Office, the Unit Owner’s Power of Attorney required in Article 13 of the Declaration, in the form set for

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sed by the Title Company, State, County or municipality. 1. Approximately $195.00 recording fee for the deed, approximately $125.00 Real Property Transfer fee, and approximately $150.00 for recording the power of attorney. 2. In the event the purchaser shall obtain a purchase money mortgage, he shall pay at the closing of title the sum of the following costs: recording fees for th e mortgage of approximately $250.00 and mortgage tax (subject to certain possible adjustments) of 1.8% of the principal amount of the mortgage for mortgage amounts under $500,000.00 and 1.925% of the principal amount of the mortgage for mortgage amounts greater than $500,000.00, mortgage title policy charges, lending institution's attorney's fees, origination fees, mortgage application fees, credit reporting fees and any other fees charged by the lending institution . 3. If applicable, a portion of the mortgage recording tax set forth above will be computed in accordance with Section 339-ee