161 Maiden Lane Condominium

FIRST AMENDMENT

CONDOMINIUM OFFERING PLAN

161 MAIDEN LANE CONDOMINIUM

161 MAIDEN LANE NEW YORK, NEW YORK 10038

DATED: , 2016

00045011.DOCX TABLE OF CONTENTS

Section

INTRODUCTION ...... 1

1. UPDATED FIRST YEAR OF CONDOMINIUM OPERATION ...... 1

2. RESALE FEE AND POST-CLOSING ADVERTISING RESTRICTIONS ...... 1

3. AMOUNT OF DEPOSITS ...... 2

4. RESIDENT MANAGERS UNIT ...... 2

5. INCORPORATION OF PLAN ...... 2

6. DEFINITIONS ...... 2

7. NO MATERIAL CHANGES ...... 2

Exhibits

A - UPDATED SCHEDULE A- OFFERING PRICES AND RELATED INFORMATION

B - UPDATED SCHEDULE B - BUDGET

C - UPDATED CERTIFICATION OF BUDGET EXPERT

D - UPDATED REAL ESTATE TAX PROJECTION OPINION

1 00045011.DOCX FIRST AMENDMENT

CONDOMINIUM OFFERING PLAN

INTRODUCTION This First Amendment modifies and supplements the terms of the Condominium Offering Plan for the premises known as 161 Maiden Lane Condominium ("Condominium") located at 161 Maiden Lane, New York, New York 10038 ("Building"), dated February 23, 2016 ("Plan"), and should be read in conjunction with the Plan, as previously amendment. The terms of this Amendment are as follows:

1. UPDATED FIRST YEAR OF CONDOMINIUM OPERATION Sponsor currently contemplates that unless delayed by Force Majeure, construction of the Building will be sufficiently completed to permit closings of Units to begin on or about January 1, 2018. The actual First Year of Condominium Operation may be earlier or later than such date. In the event the First Closing does not occur by June 30, 2018, Sponsor will amend the Plan to include an updated Schedule B - Budget. All references to the First Year of Condominium Operation throughout the Plan are hereby amended accordingly. Annexed hereto as Exhibit "A" is an updated Schedule A - Offering Prices and Related Information which reflects among other things, the new anticipated First Year of Condominium Operation. Annexed hereto as Exhibit "B" is an updated Schedule B - Budget for First Year of Condominium Operation. Annexed hereto as Exhibit "C" is an updated Certification of Budget Expert. Annexed hereto as Exhibit "D" is an updated Real Estate Tax Projection Opinion Letter.

2. RESALE FEE AND POST-CLOSING ADVERTISING RESTRICTIONS Purchasers are advised that Sponsor has elected to eliminate the imposition of a Resale Fee in connection with Unit Owners subsequent sales of the Units. Accordingly, Special Risk 27 and all other disclosures and references in the Plan to the Resale Fee are hereby deleted in their entirety. Additionally, Sponsor has elected to eliminate all restrictions relating to advertising Units for sale and/or rental subsequent to the Closing. Accordingly, Special Risk 2(i) and all other disclosures and references in the Plan to such advertising restrictions are hereby deleted in their entirety.

1 00045011.DOCX 3. AMOUNT OF DEPOSITS The following paragraph replaces Special Risk 2(b) and the "Procedure to Purchase" Section of the Plan referencing the amount of the Initial Deposit, Additional Deposit, and full Deposit. Any other disclosures or reference to the contrary set forth in the Plan or the Purchase Agreement are hereby deemed superseded in their entirety.

At the time Purchaser executes a Purchase Agreement, Purchaser will be required to deliver an Initial Deposit in an amount equal to 10% of the Purchase Price. At the earlier to occur of (i) 3 months after the date Purchaser executes the Purchase Agreement or (ii) 15 days after the Presentation Date of an amendment declaring the Plan effective, Purchaser will be required to deliver an Additional Deposit in an amount equal to 10% of the Purchase Price. Notwithstanding the foregoing, a Purchaser executing a Purchase Agreement on or after the date the Plan is declared effective is required to deliver the full Deposit in an amount equal to 20% of the Purchase Price.

4. RESIDENT MANAGERS UNIT Purchasers are advised that the Plan incorrectly states that Unit SB will be the Resident Manager's Unit. The correct Unit is 7A. All references to the Resident Manager's Unit throughout the Plan are hereby amended accordingly.

5. INCORPORATION OF PLAN The Plan, as modified and supplemented by this Amendment, 1s incorporated herein by reference with the same effect as if set forth at length.

6. DEFINITIONS Any term used in this Amendment not otherwise defined herein shall have the same meaning ascribed to it in the Plan.

7. NO MATERIAL CHANGES Except as set forth in this Amendment, there have been no material changes of facts or circumstances affecting the Property or the offering.

SPONSOR:

FPG MAIDEN LANE, LLC

00045011.DOCX 2 EXHIBIT "A"

SCHEDULE A- OFFERING PRICES AND RELATED INFORMATION

00045011.DOCX SCHEDULE A 161 MAIDEN LANE CONDOMINIUM 161 Maiden Lane, New York, New York OFFERING PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTATE TAXES ARE FOR Jan 1, 2018- Dec 31, 2018 (5) (6) (7) (1) (2J APPROXIMATE PROJECTED PROJECTED PROJECTED ca> NUMBER OF APPROXIMATE TERRACE (3) (4) MONTHLY MONTHLY MONTHLY ALLOCATION OF (1) BEDROOMS/ UNIT SQUARE SQUARE OFFERING COMMON COMMON REAL ESTATE TOTAL CARRYING RESIDENT MANAGER

UNIT BATHROOMS FOOTAGE FOOTAGE PRICE INTEREST CHARGES TAXES CARRYING.... CHARGES UNIT Residential Units PH 1 4BR/4.5BA 4,489 551 $18,000,000 4.00% $ 6,802.41 $ 6,716.67 $ 13,519.08 $ 104,432.30 PH 2 4BR/4.5BA 4,492 551 $17,000,000 3.98% $ 6,768.40 $ 6,683.08 $ 13,451.48 $ 103,910.14 Residence 53 3BR/2.5BA 2,643 435 $7,295,000 2.29% $ 3,894.38 $ 3,845.29 $ 7,739.67 $ 59,787.49 Residence 52 3BR/3.58A 2,643 435 $7,220,000 2.29% $ 3,894.38 $ 3,845.29 $ 7,739.67 $ 59,787.49 Residence 51 3BR/2.58A 2,643 426 $7,145,000 2.29% $ 3,894.38 $ 3,845.29 $ 7,739.67 $ 59,787.49 Residence 50 3BR/2.5BA 2,643 416 $7,070,000 2.28% $ 3,877.38 $ 3,828.50 $ 7,705.88 $ 59,526.41 Residence 49 3BR/2.58A 2,643 405 $6,995,000 2.28% $ 3,877.38 $ 3,828.50 $ 7,705.88 $ 59,526.41 48A 2BR/2BA 1,311 116 $3,520,000 1.14% $ 1,938.69 $ 1,914.25 $ 3,852.94 $ 29,763.21 DUPLEX48 2BR DUP/2.5BA 1,938 549 $4,650,000 1.67% $ 2,840.01 $ 2,804.21 $ 5,644.22 $ 43,600.49 47A 2BR/2BA 1,311 116 $3,475,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 46A 2BR/2BA 1,311 116 $3,430,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 DUPLEX46 2BR DUP/2.5BA 1,938 511 $4,600,000 1.66% $ 2,823.00 $ 2,787.42 $ 5,610.42 $ 43,339.40 45A · 2BR/2BA 1,311 116 $3,385,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 44A 2BR/28A 1,311 116 $3,340,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 DUPLEX44 2BR DUP/2.5BA 1,938 475 $4,550,000 1.66% $ 2,823.00 $ 2,787.42 $ 5,610.42 $ 43,339.40 43A 2BR/2BA 1,311 116 $3,295,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 42A 2BR/2BA 1,311 116 $3,250,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 DUPLEX42 2BR DUP/2.5BA 1,938 434 $4,500,000 1.66% $ 2,823.00 $ 2,787.42 $ 5,610.42 $ 43,339.40 41A 28R/2BA 1,311 116 $3,205,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 40A 2BR/2BA 1,311 138 $3,160,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 408 1BR/1BA 971 171 $2,260,000 0.84% $ 1,428.51 $ 1,410.50 $ 2,839.01 $ 21,930.78 39A 2BR/2BA 1,311 135 $3,115,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 398 1BR/1BA 971 136 $2,240,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 38A 2BR/2BA 1,311 132 $3,070,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 388 1BR/1BA 971 105 $2,220,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 37A 28R/2BA 1,311 135 $3,025,000 1.13% $ 1,921.68 $ 1,897.46 $ 3,819.14 $ 29,502.13 378 1BR/1BA 971 90 $2,200,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 36A 2BR/2BA 1,311 133 $2,980,000 1.12% $ 1,904.68 $ 1,880.67 $ 3,785.35 $ 29,241.04 368 1BR/1BA 971 90 $2,180,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 35A 2BR/2BA 1,311 130 $2,935,000 1.12% $ 1,904.68 $ 1,880.67 $ 3,785.35 $ 29,241.04 358 1BR/1BA 971 87 $2,160,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 34A 2BR/2BA 1,311 133 $2,890,000 1.12% $ 1,904.68 $ 1,880.67 $ 3,785.35 $ 29,241.04 348 1BR/1BA 971 88 $2,140,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 33A 2BR/2BA 1,311 173 $2,845,000 1.12% $ 1,904.68 $ 1,880.67 $ 3,785.35 $ 29,241.04 338 18R/1BA 971 88 $2,120,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 32A 2BR/2BA 1,311 193 $2,800,000 1.12% $ 1,904.68 $ 1,880.67 $ 3,785.35 $ 29,241.04 328 1BR/1BA 971 87 $2,100,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70

SCHEDULE A- 4.7.xls 27A 2BR/2.58A 1,709 185 $3,770,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 278 18R/1BA 971 92 $2,020,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 26A 2BR/2.5BA 1,709 193 $3,730,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 268 1BR/18A 971 92 $2,000,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 25A 2BR/2.5BA 1,709 203 $3,690,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38, 117.79 258 1BR/18A 971 92 $1,980,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 24A 28R/2.5BA 1,709 213 $3,650,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 248 1BR/1BA 971 92 $1,960,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 23A 28R/2.58A 1,709 222 $3,610,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 238 1BR/1BA 971 92 $1,940,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 22A 28R/2.5BA 1,709 232 $3,570,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 228 1BR/1BA 971 92 $1,920,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 21A 28R/2.5BA 1,709 242 $3,530,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 218 18R/18A 971 92 $1,900,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 20A 28R/2.5BA 1,709 251 $3,490,000 1.46% $ 2,482.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 208 18R/1BA 971 92 $1,880,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 19A 2BR/2.5BA 1,709 260 $3,450,000 1.46% $ 2,4~2.88 $ 2,451.58 $ 4,934.46 $ 38,117.79 198 18R/1BA 971 92 $1,860,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 18A 2BR/2.58A 1,709 270 $3,410,000 1.45% $ 2,465.87 $ 2,434.79 $ 4,900.66 $ 37,856.71 188 1BR/1BA 971 92 $1,840,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 17A 28R/2.5BA 1,709 279 $3,370,000 1.45% $ 2,465.87 $ 2,434.79 $ 4,900.66 $ 37,856.71 178 1BR/18A 971 92 $1,820,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 16A 2BR/2.58A 1,709 288 $3,330,000 1.45% $ 2,465.87 $ 2,434.79 $ 4,900.66 $ 37,856.71 168 1BR/1BA 971 92 $1,800,000 0.83% $ 1,411.50 $ 1,393.71 $ 2,805.21 $ 21,669.70 15A 2BR/2.5BA 1,709 297 $3,290,000 1.45% $ 2,465.87 $ 2,434.79 $ 4,900.66 $ 37,856.71 DUPLEX 14 2BR DUP/2.5BA 1,938 796 $4,250,000 1.66% $ 2,823.00 $ 2,787.42 $ 5,610.42 $ 43,339.40 14A 2BR/2.58A 1,709 495 $3,250,000 1.45% $ 2,465.87 $ 2,434.79 $ 4,900.66 $ 37,856.71 12A 28R/2.5BA 1,670 - $3,000,000 1.41% $ 2,397.85 $ 2,367.63 $ 4,765.48 $ 36,812.39 128 1BR/1BA 962 - $1,935,000 0.82% $ 1,394.49 $ 1,376.92 $ 2,771.41 $ 21,408.62 12C 1BR/1BA 698 - $1,360,000 0.59% $ 1,003.36 $ 990.71 $ 1,994.07 $ 15,403.76 11A 2BR/2.5BA 1,670 - $2,960,000 1.41% $ 2,397.85 $ 2,367.63 $ 4,765.48 $ 36,812.39 118 1BR/1BA 962 - $1,885,000 0.82% $ 1,394.49 $ 1,376.92 $ 2,771.41 $ 21,408.62 11C 1BR/1BA 698 - $1,325,000 0.59% $ 1,003.36 $ 990.71 $ 1,994.07 $ 15,403.76 10A 2BR/2.5BA 1,670 - $2,920,000 1.41% $ 2,397.85 $ 2,367.63 $ 4,765.48 $ 36,812.39 108 1BR/1BA 962 $1,835,000 0.82% $ 1,394.49 $ 1,376.92 $ 2,771.41 $ 21,408.62 10C 1BR/18A 698 $1,290,000 0.59% $ 1,003.36 $ 990.71 $ 1,994.07 $ 15,403.76 9A 2BR/2.5BA 1 ,670 $2,880,000 1.41% $ 2,397.85 $ 2,367.63 $ 4,765.48 $ 36,812.39 98 1BR/18A 962 $1,785,000 0.82% $ 1,394.49 $ 1,376.92 $ 2,771.41 $ 21,408.62 9C 1BR/1BA 698 $1,255,000 0.59% $ 1,003.36 $ 990.71 $ 1,994.07 $ 15,403.76 BA 2BR/2.5BA 1,670 $2,840,000 1.41% $ 2,397.85 $ 2,367.63 $ 4,765.48 $ 36,812.39 88 1BR/1BA 962 $1,735,000 0.82% $ 1,394.49 $ 1,376.92 $ 2,771.41 $ 21,408.62 BC 1BR/1BA 698 $1,220,000 0.59% $ 1,003.36 $ 990.71 $ 1,994.07 $ 15,403.76 7A* 28R/2BA 1,396 $2,580,000 1.18% $ 2,006.71 $ 1,981.42 $ 3,988.13 $ - Residential Units Total 116,536 13,890 $271,480,000 100.00% $ 170,060 $ 167,916.69 $ 337,977.02 $ 2,580,000.00 TOTAL 116,536 13,890 $ 271,480,000 100.00% $ 170,060 $ 167,917 $ 337,977 $ 2,580,000 *Resident Manager Unit

SCHEDULE A- 4.7.xls STORAGE BIN LICENSES:

UNIT NUMBER SQ. FOOT AGE AMOUNT MONTHLY LICENSE FEE

1 19.00 $28,500 $41 2 29.00 $43,500 $62 3 27.00 $40,500 $58 4 18.00 $27,000 $38 5 20.00 $30,000 $43 6 20.00 $30,000 $43 7 19.00 $28,500 $41 8 13.00 $19,500 $28 9 33.00 $49,500 $71 10 30.00 $45,000 $64 11 25.00 $37,500 $53 12 45.00 $67,500 $96 13 17.00 $25,500 $36 14 17.00 $25,500 $36 15 17.00 $25,500 $36 16 17.00 $25,500 $36 17 20.00 $30,000 $43 TOTAL 386.00 $579,000 $825 [SEE FOOTNOTES TO SCHEDULE A SET FORTH IN THE PLAN]

00045011. DOCX EXHIBIT "B"

UPDATEDSCHEDULEB-BUDGETFORFIRSTYEAROFCONDOMINIUM OPERATION

00045011.DOCX SCHEDULE 8

161 Maiden Lane Condominium 161 Maiden Lane New York, New York Projected Budget for the First Year of Condominium Operation January 1, 2018 to Decemeber 31, 2018

PROJECTED INCOME

A. Common Charges 2,040,724 B. Storage Unit Fees 9,900

TOTAL REVENUE 2,050,624

PROJECTED EXPENSES

1. Labor 780,132 2. Heating 178,684 3. Water & Sewer 91,312 4. Electricty 441,557 5. Administration 17,144 6. Repairs & Maintenance 30,600 7. Services & Supplies 146,025 8. Insurance 182,770 9. Management Fee 95,000 10. Legal, Audit & Professional Fee! 15,500 11. Amenity Operations 9,000 12. Storage Unit Fees . 9,900 13. Resident Manager's Unit 18,000 14. Contingency 35,000

TOTAL EXPENSES 2,050,624

The accompanying notes are an integral part of this Schedule B and should be read in conjunction herewith. NOTES TO SCHEDULE B 161 MAIDEN LANE CONDOMINIUM

Amounts are projected on the assumption that the first year of Condominium operation will be the 12 month period from January 1, 2018 through December 31, 2018. The actual first year of operation may be earlier or later. In the event the actual or anticipated commencement date of the First Year of Condominium Operation is to be delayed by 6 months or more, Sponsor will amend the Plan to include a revised budget with updated projections. If the Common Charges in the amended budget_ exceed those in the latest budget set forth in the Plan by 25% or more, Sponsor will, in the amendment disclosing such updated budget, offer all Purchasers that executed agreements prior to the date such amendment was filed, the right, for 15 days, to rescind their Agreement and receive a refund of their Deposit, together with any interest earned thereon.

Projected Receipts

A. Common Charges Allocable to the Condominium Units {$2,040, 724)

The total income projected to be required to meet the Common Expenses for the first year of Condominium operation is $2,040, 724. The Condominium will consist of 80 Residential Units. Common Charges will be allocated among the Unit Owners based on their respective Common Interest percentage. Common Charges will be used by the Board of Managers to pay the Common Expenses attributable to the Common Elements including Labor, Heat, Hot Water, Water & Sewer, Electricity, Administration, Repairs and Maintenance, Services and Supplies, Insurance, Condominium Management Fee, Legal, Audit, Amenity Operations, Resident Manager's Unit, and Contingency, as described below.

Labor $ 780,132 Heating 178,684 Water and Sewer 91,312 Electricity 441,557 Administration 17, 144 Repairs and Maintenance 30,600 Services and Supplies 146,025 Insurance 182,770 Condominium Management Fee 95,000 Legal, Audit & Prof. Fees 15,500 Amenity Operations 9,000 Resident Managers Unit 18,000 Contingency 35.000 Total $ 2,040,724

B. Storage Closet License Fees ($9,900)

The income is the result of the license fees for the use of the Storage bins. There are approximately 16 Storage Units. The Condominium Board will charge a license fee for maintenance, utilities and insurance of the area that will be shared equally by all Storage bin licensees.

Projected Expenses

1. Building Service Employees Labor ($1, 158, 746)

Building Staff (#) WagesNr./Employee Total Wages Resident Manager ( 1) $ 101,865 $ 101,865* Handyman ( 1) 59A27 59,427* Porters (3) 53,922 161,765* Doormen (4) 53,922 215,687* Concierge (4) 53,922 53,922* Subtotal $592,666*

Taxes and Benefits Workers Comp @ 4.22% of applicable wages $ 25,011 FICA @ 6.20% of applicable wages 36,745 Medicare @ 1.45% of applicable wages 8,594 NYS Unemployment Insurance @ 2.67% of applicable wages 4,145 Federal Unemployment Insurance @ 0.80% of applicable wages 1,242 New York State Disability Insurance @ $3.29/month/employee 513 Metro Commuter Mobility Tax@ 0.34% of applicable wages 2.015 Subtotal $ 78,265

Employee Benefits Medical $265,803* Subtotal $ 109,200

Total $ 780,132

*The projected level of staffing for the Building complies with all applicable housing and labor laws including New York State Department of Labor minimum wage requirements. It is anticipated that the Building staff employees will be non-union. The Building Staff Wages (including sick & holiday pay), Taxes and Benefits, Health contributions figures described is in accordance with the industry standards. It is anticipated that the employees will be enrolled in a Professional Employer Organization (PEO) to take advantage of the cost benefits offered by a larger employee pool.It is possible that the full staff may not be employed until certain Building occupancy levels are achieved and that all employees may not, immediately upon hire, be eligible for certain benefits.

2. Heating/Hot Water/Cooking Gas/HVAC Space Heating ($178,684)

Heating will be provided by four gas fired condensing boilers and two hot water pumps with variable frequency drives. Based on estimates in a letter dated January 24, 2016 from the WSP Group, 512 Seventh Avenue, 13th Floor, New York, NY, the following projections are made for the cost for heat, hot water, cooking gas, outside air hating, and space heating for all units and General Common Elements. 136,504 Therms perYear@$1.19 per Therm= $162,440

Heat costs can vary depending upon consumption and demand. A ten-percent (10%) inflation factor has been added at a cost of $16,244.

3. Water and Sewer Charges ($91,312)

Water provided to the Building will be measured by a single water meter. The usage costs will be attributable to all the Units.

The specific projections are based on estimates in a letter dated January 24, 2016 by the WSP Group multiplied by the current rates.

Water & Sewer Charges ($83.010) 8,631,919 gallons per year a $3.44per100 cubic feet for water and 5,557, 125 gallons per year at $5.83 per 100 cubic feet for sewer.

A ten-percent ( 10%) inflation factor has been added at a cost of $8, 301.

4. Electricity ($441,557)

Based on estimates in a letter dated March 24, 2015 by the WP Group, the following projections are made for Common Element Electricity. The projections are based on consumption estimates provided by the WSP Group, multiplied by the average current rate. Electricity costs can vary depending upon consumption and demand.

Common Area Electricity 2, 112,715 KWH per year@ $0.19 cents per KHW =$401,416

Cost for electricity can vary depending upon consumption and demand. A ten percent ( 10%) inflation factor has been added at a cost of $40, 142.

The electricity estimate does not include the cost of electricity for the interior of the Units. The Units will be sub-metered and the Unit owners will be charged by the Condominium Board for the actual and direct usage.

5. Administration ($17, 144)

This fig~re includes anticipated costs of:

Office Supplies & Expenses $ 899 Permits $450 Telecommunications $ 2, 160 Telephone $ 9,000 Employee Background Screening $ 135 Misc. Administrative $ 4,500 Total $ 17, 144

The Unit Owners will share these costs based on their respective Common Interests.

6. Repairs and Maintenance ($30,600)

Since the building will be newly constructed it has no operating history upon which to project future costs of repairs and maintenance. No major capital repairs are included in this budget since all major construction and mechanical systems will be new. Future major capital repairs to the Common Elements will be borne by all Unit Owners.

This figure includes projected expenses for normal maintenance and repair costs of Common Elements (i.e., mechanical equipment, fans, pumps, valves, roofs, exterior walls, doors, etc.). Unit Owners will be responsible for the cost of maintaining (as such term is defined in the Declaration) and painting in the interior of their Units.

The estimate includes projected expenses for:

HVAC Maintenance $ 10,800 Fire & Safety Equipment $ 3,150 Plumbing Repairs and Maintenance $ 7,650 Electrical Repairs and Maintenance $ 3, 150 Door Repairs $ 1,350 Other Repairs & Maintenance $ 4.500 Total $ 30,600

The Unit Owners will share in the expenses based on their respective Common Interests.

7. Services and Supplies ($146,025) This figure represents the estimated annual cost of services and supplies (including service contracts) provided to and for the Condominium. It includes the following items:

Elevator Maintenance $ 36,000 Water Treatment $ 8,550 Lobby Expense $ 13,500 Alarm Maintenance $ 10,800 Locks & Keys $ 900 Carpet Cleaning $ 5,400 Metal & Stone Maintenance $ 18,000 Exterminating Contract $ 5,400 Rubbish Removal $ 900 Uniform Expense $ 13,499 Cable TV $ 5,400 Landscaping Contract $ 7,650 Snow Removal $ 900 Painting Supplies $ 900 Cleaning Supplies $ 7,200 Electrical Supplies $ 1, 125 Hardware· Supplies $ 900 Other Supplies $ 4,500 Misc. Operating Expenses . $ 5,000 Total $ 146,025

No contracts have been entered into. These figures are based on estimates received from Contractors and/or experience in similar buildings. Contracts will not be entered into until the Condominium is closer to completion.

8. Insurance ($182, 770)

Occupancy: Condominium with Health Club #of Units: 80 Residential Condominium Units Carriers: TBD AM Best Rating: at least AX

Covering Real Property (Building) Personal Property and Loss of Rents on a Special ("All-Risk") basis from Direct Physical Loss or Damage subject to a Total Insured Value of $93,500,000

Special Form, Replacement Cost Valuation, Agreed Amount, No Co-Insurance on Building Total Insured Value $93,500,000 Building Limit $86,500,000 Business Income Limit $5,000,000 Business Personal Property $2,000,000 Ordinance or Law Undamaged Portions Policy Limit Demolition $10,000,000 Increased Cost of Construction Incl w/demolition Boiler & Machinery Property Damage Policy Limit Hazardous Substances $100,000 Spoilage $100,000 Ammonia Contamination $100,000 Consequential Damage $100,000 Earthquake-Aggregate $50,000,000 Flood-Aggregate $50,000,000 Extra Expense $2,500,000 Errors & Omissions Accounts Receivable $500,000 Valuable Papers $500,000 Electronic Data Processing, Data and Media $500,000 Fungus, Mold, or Mildew $1,000,000 Off-Premises Service Interruption-Property $1,000,000 Damage Fine Arts $500,000 Pollutant Clean-up and Removal $500,000 Debris Removal $1,000,000 Transit $250,000 Terrorism Included Extended Period of Indemnity 180 days Deductibles: All Other Perils $25,000 Earthquake $100,000 Flood $100,000 Business Interruption 48 hours

Per Occurrence/ Annual Aggregate for Bodily Injury I Property Damage to 3rd Party Person or Property General Aggregate $2,000,000 Products/Completed Operations $1,000,000 Personal/Advertising Injury $1,000,000 Each Occurrence $1,000,000 Damage to Premises Rented to You $500,000 Medical Expenses $10,000 Hired/Non-Owned Auto $1,000,000 Employee Benefits $1,000,000 Terrorism

Subject to the following limits Per Occurrence / Annual Aggregate in Excess of Primary Auto, Directors & Officers, General and Employers Liability Aggregate $100,000,000 Each Occurrence $100,000,000 Self-Insured Retention Employee Dishonesty $1,000,000 ERISA $1,000,000 Forgery or Alteration $250,000 Inside the Premises $250,000 Outside the Premises $250,000 Computer Fraud $250,000 Counterfeit Currency or Money Orders $250,000 Claims Expense $10,000

Deductible All except ERISA and Claims Expense $10,000 ERISA and Claims Expense $0

The budget for the Insurance provides, and the Condominium will have at closing, Fire and Casualty Insurance under an Agreed Amount Replacement Cost policy which includes an 80% Coinsurance provision. Insurance coverage for the Building for the first year of Condominium Operation is based on an estimate from Gallagher

Hagedorn 1 SRJV Risk Services, Inc. dated October 20, 2014 and as detailed in the schedule below:

Property Insurance: covering the building on an "all risk basis (subject to policy terms and conditions) form direct physical loss or damage to an "agreed amounf' of $117,700 including: The above estimates are based on current market conditions. Insurance rates are very volatile and influenced by many factors beyond Sponsor's control. Therefore, at the time insurance is actually required to be bound, rates may significantly differ from those indicated.

The estimated insurance budget excludes Employee Benefits related insurance such health, Workers· Compensations and Disability.

The insurance costs are for the entire Condominium and have been allocated among the Residential Units, the Rental Unit and the Retail Units, based upon each Units respective percentage of Common Interest. The policy will include a waiver of subrogation.

This coverage does not include claims for personal injury or property damage resulting from occurrences in Units, nor does it include coverage of the furniture or personal property of the Unit Owner. Unit Owners are required to obtain insurance at their own cost to cover such risks as fire and casualty losses to Unit contents, replacements, additions, upgraded fixtures and improvements, and liability coverage for occurrences within the Unit

9. Condominium Management ($95,000)

This figure represents the estimated annual cost of the Condominium management services, based on prevailing rates. Sponsor expects to have the Board of Managers enter into a written agreement with Rose Associates, Inc. for a term of one year effective on the date of the First Unit Closing. The Unit Owners will share this cost based upon their respective common interest.

10. Legal, Audit & Professional Fees ($15,500)

This figure is budgeted to provide $11,000 for auditing and accounting fees in connection with the preparation of the first year's audited financial statements and tax returns for the Condominium, based on an estimate prepared by Prisand, Mellina, Unterlack & Co., LLP Plainview, NY dated October 17, 2014. The budget amount also projects $4,500 for minor regal services rendered in connection with the operation of the Condominium. The Unit Owners will share these costs based on their respective Common Interests.

11. Amenity Operations ($9,000)

The Residential Section will have an exclusive amenities facility which will include a fitness center, multi-purpose room, children's play room, 2 toilet rooms, and a drinking fountain. The multi-purpose room will be furnished with a wine cooler, dishwasher, integrated refrigerator/freezer, coffee machine, oven warmer drawer, cook top, sink, tales, chairs, and a screen. A second amenity space will have a swimming pool, sauna, steam room, relaxation room, storage and two changing rooms. It is anticipated that the cost to operate the fitness center and pool during the first year of Condominium operation will be approximately $9,oqo. This fee includes the cost of supplies associated with operating the fitness center and pool.

C. No contract has been entered into at this time. The estimate is based on experience with similar facilities.

12. Storage Closet License Expense ($9,900)

13. Resident Manager Unit ($18,000)

The budgeted amount for the Resident Manager's Unit includes the following costs: Common Charges and Real Estate Tax payments attributable to the Resident Manager's Unit, utilities, parking and telephone.

14. Contingency ($35,000)

This amount, to be used at the discretion of the Condominium Board, is intended to benefit the Condominium by providing a fund for unanticipated expenses not included in the budget and for possible increases in one or more items of operating expense above the amounts projected. The Unit Owners will share these costs based on their respective Common Interests.

IN THE OPINION OF ROSE ASSOCIATES, INC. THE FOREGOING ESTIMATED COMMON CHARGES ARE SUFFICIENT TO PAY THE PROJECTED OPERATING EXPENSES FOR THE CONDOMINIUM'S FIRST YEAR OF OPERATION, ASSUMING SUCH FIRST YEAR TO BE THE 12-MONTH PERIOD COMMENCING JANUARY 1, 2018. THE FOREGOING BUDGET, HOWEVER, IS NOT INTENDED AND SHOULD NOT BE TAKEN AS A GUARANTEE BY ANYONE THAT THE ANNUAL COMMON CHARGES OR COMMON EXPENSES FOR THE FIRST OR ANY ,SUBSEQUENT YEAR OF CONDOMINIUM OPERATION WILL BE PRECISELY AS SET FORTH IN THIS BUDGET. EXHIBIT "C"

UPDATED CERTIFICATION OF BUDGET EXPERT

00045011.DOCX 200 Madison Avenue, 5th Floor New York, NY 10016-3912 e Direct: (212) 210"6614 ROSE [email protected] Mark A. Motley ASSOCIATES ROSENYC.COM Senior Managing Director, Owner-Occupied

April I, 2016

PART 20: CERTIFICATION BY EXPERT AS TO ADEQUACY OF CONDOMINIUM BUDGET

New York State Department of Law Investtnent Protection Bureau 120 Broadway- 23rd Floor New York, New York 10271

Re: Condominium Offering Plan 161 Maiden Lane Condominium 161 Maiden Lane New York, New York

The sponsor of the condominium offering plan for the captioned property retained our firm to prepare Schedules B containing projections of income and expenses for the first year of condominium operation. Our relevant experience includes the development and sale of cooperative and condominium apartments for the past twenty-seven years and management of cooperative, condominium and residential rental apartment buildings over the past forty-two years. The firm is currently engaged in the management of approximately 40 condominium. and cooperative properties in New York.

We understand that we are responsible for complying with Article 23-A ofthe General Business Law and the regulations promulgated by the Department of Law in Part 20 insofar as they are applicable to the Schedule.

We have reviewed the Schedule and investigated the facts set forth mthe Schedule and the facts underlying it with due diligence in order to fonn a basis for this certification. We also have relied on our experience in managing residential buildings.

We certify that the projections in the Schedule appear reasonable and adequate under existing circumstances~ and the projected income appears to be sufficient to meet the anticipated operating expenses for the projected first year of condominium operation.

We certify that the Schedule:

(i) sets forth in detail the projected income and expenses for the first year of condominium operation;

·------· -·--·- (ii) affords potential investors, purchasers and participants an adequate basis upon which to found their judgment concerning the first year of condominium operation;

(iii) does not omit any material fact;

(iv) does not contain any untrue statement of a material fact;

(v) does not contain any fraud, deception, concealment or suppression;

(vi) does not contam any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing circumstances;

(vii) does not contain any representation or statement which is false, where we:

(a) knew the truth;

(b) with reasonable effort could have lmown the truth;

( d) did not have knowledge concerning the representation or statement made.

We further certify that we are not owned or controlled by the sponsor. We understand that a copy of this certification is intended to be incorporated into the offering plan. This statement is not intended as a guarantee or warranty ofthe income or expenses for the :first year of condonrlnium operation. 1bis certification is made under penalty of perjury for the benefit of all persons to whom this offer is made.

We understand that violations are subject to the civil and criminal penalties ofthe General Business Law and Penal Law.

By: /tf4'?Kq_ MU"~ MarkA Motley Senior Managing Director

_,s~m dayof ro OOfui ilimn_L,2016 . . A. FEBLES .. · f'~l~ state of New York . NotatY No. 01 FES2924BO n I/ \./] . lW 0 rtiedif.l·BronxCou.~ Notary Public Commi~:16n Expires NOV• 04~ .: . . .

---·--··---- EXHIBIT "D"

UPDATED REAL ESTATE TAX PROJECTION OPINION

00045011.DOCX TUCHMAN, KORNGOLD, WEISS, LIEBMAN S GELLES, LLP COUNSELORS AT LAW 6 EAST 45TH STREET. NEW YORK. N. Y. 10017

BERT TUCHMAN (212) 687-3747 PAUL J. KORNGOLD FAX: (212) 599-4459 ERJC S. WEISS WALTER R. GELLES (RET.) DONALD LIEBMAN • ALSO ADMJ1TED JN CT .!l NT BREIT}. GOITLIEB •• ALSO ADMITTED IN NJ Ym-ifYNG T. PATICA • GRACE A BETANCOURT PHILIP M. PLATZ••

April 7, 2016

FPG Maiden Lane LLC 45 Main Street, Suite 800 Brooklyn, New York 11201

RE: 161 Maiden Lane Block 72, Lot 2 Borough of Manhattan City ofNew York

Dear Sir or Madam:

This letter is in response to your request for an opinion and projection of the estimated real estate tax assessments and taxes upon the completion of construction and creation of a condominium.

You have requested our opinion concerning the real property tax assessment to be levied upon the captioned premises as well as the taxes for the budget year for the first year of condominium operation which you have advised us will be the period January 1, 2018 through December 31, 2018 as well as the first post construction tax year which for the purposes of this letter will be the period July 1, 2019 through June 30, 2020. You have advised us that the project will consist of the construction of a residential multiple dwelling containing eighty residential units. You have advised us the construction is expected to commence shortly and you expect construction to be completed on or about March 1 of the 2018 year.

In order to prepare this letter and the opinion set forth herein, you have supplied us with certain information upon which we have relied. This information includes your purchase price and _your estimated construction costs. You have also supplied us with a square footage analysis of the project and drawings setting forth the square footage of each unit. We have also examined publicly available web sites maintained by the NYC Department of Buildings and Department of Finance.

We have also considered the recent tax assessment history of the property, the cost of the new project, the potential income for the new structure (if operated as a rental), comparable properties in the Borough of Manhattan which have been newly constructed or. undergone renovation as well as market conditions in the general area. TUCHMAN, KORNGOLD, WEISS, LIEBMAN 0 GELLES, LLP

PPG Maiden Lane LLC. April 7, 2016 Page2

In predicting the future assessed value, we have given consideration to the following factors:

1. The current claimed standard of assessment used by the Real Property Division of the New York City Department of Finance is to assess at 45% of value.

2. The estimate of the cost of the construction will be a factor.

3. The potential capitalized net income of the property if operated as a rental.

4. Tax Assessments of comparable properties.

Real Estate Tax Assessments in New York City are made on a fiscal year basis running from July 1 of any one year to the next succeeding June 30. The status of the building on January 5 of any one year is the basis of the assessment for the fiscal year beginning that July 1. The tentative assessment roll containing the tentative 2016/2017 assessed values (the property consisted of vacant land) was published on January 15, 2016 and showed the following values:

Actual Assessed Value Transition Assessed Value Tax Class

$938,050 $809,338 4

Real Property Tax Law Section 581 provides that cooperative and condominium apartments shall be assessed for tax purposes as ifthe building was a comparable rental property. Thus, the Department of Finance is prohibited from utilizing the sales prices of the individual condominium units in determining the assessed valuation. Therefore the prices that you set in your offering plan and any subsequent sales or resales are not relevant in determining the assessed value of the property or of the individual condominium units. Upon conversion to a condominium and after an application is submitted by you, the New York City Department of Finance shall assign individual tax lot numbers to each of the condominium units. The residential condominium units will be designated as tax class 2 property and will pay on the class 2 tax rate. The 2015/2016 class 2 residential tax rate has been set at $12.883 for each $100 of assessed valuation. The 2016/2017 rate will be set later this year.

Real Property Tax Law Section 1805 provides for the creation of a transition assessment system within the City of New York. Under the transition assessment system, the usual increase in the actual assessed value of a property between one year and the next is phased in over a five TUCHMAN. KORNGOLD. WEISS, LIEBMAN 6 GELLES. LLP

FPG Maiden Lane LLC. April 7, 2016 Page3

year period in equal installments. The five year phase in does not apply to new construction or other increases due to physical improvements to the property. Increases due to such physical improvements or new construction are added in full to the next year's assessment. Pursuant to Real Property Tax Law Section 1805, the taxable assessment is determined to be the lesser of the actual assessed valuation or the transition assessed valuation. We believe that there will be an increase in value for 2017/18, 2018/2019 and 2019/2020 as a result of the new construction which will be placed on the assessment roll immediately and not subject to the five year phase in as well as a general equalization increase due to the changes in use of the building. In future years, part of the increases we project in assessed value will likely result in the taxable assessment being increased and based on a phased-in transition assessed value.

On June 25, 2015 the New York State Legislature passed legislation extending property tax abatements for homeowners in New York City cooperatives and condominiums through June 30, 2018 at the rate of 17 .5% with buildings with average assessments greater than $60,000 per unit and a greater percentage for buildings with a lesser average per unit. The law makes additional changes from the original abatement law which may eliminate such abatement benefits for units which are not the primary residence of the owner. The law further limits the benefits to a maximum of three units in the building, one of which must be the primary residence of the owner. It is unknown at this time if unit owners will have acquired their ownership interests at a point in time by which they will be eligible to apply for this abatement. Therefore, in predicting the taxes on this building we have not given any consideration to this tax benefit. Unit owners are advised to beware of various filing deadlines that may be included in the renewed law as well as possible changes in the level of abatement and eligibility.

We caution you that it is possible that there will not be an official apportionment of the assessment for the tax liability among the units until such time as an official apportionment of the assessed value is made and becomes effective. You should explain in your offering plan how taxes are to be allocated among unit owners prior to the apportionment of the tax lots which may be substantially different than the numbers set forth herein.

Predicated upon the foregoing, it is our opinion that for the total actual assessed value of the property will be $12,000,000 for the 2017/2018 tax year and will be $19,000,000 for the 2018/2019 tax year and we have utilized those numbers in estimating the real estate taxes for the initial budget year and the first post construction tax year.. For the 2017/2018 tax year the project will be not be complete by the tax status date of January 5, 2017. We caution you that we have found that the assessment practices of the New York City Department of Finance are notoriously inconsistent in assessing properties during the course of construction and it is likely that there may be a substantial deviation from our estimate in the assessed value for the 2017/2018 and 2018/2019 tax years. For the purposes of this opinion, we are assuming that the 2018/2019 assessed value is for a completed building although it will not be completely finished by the January 5, 2018 tax status date. TUCHMAN, KORNGOLD, WEISS, LIEBMAN S GELLES, LLP

FPG Maiden Lane LLC. April 7, 2016 Page4

We have been advised that in determining the assessed values for the individual units, the current procedures of the New York City Department of Finance calls for the locking-in of the common interest (elements) percentages (Unit Allocation Factor or UAF) extracted from the condominium declaration filed with the Department of Finance, Survey office and registered at the City Register. Thus the initial allocation of the assessed value of all units should be based on the common interest as set forth in the condominium declaration

Therefore assuming the class 2 tax rate increases to $13. 00 for each $100 of assessed valuation we make the following projections of the real estate taxes for the budget year January 1, 2018 through December 31, 2018 and the first post construction tax year:

January 1, 2018 through June 30, 2018 (6 Months of2017/2018 Tax Year)

Assessed Value Tax Rate Tax (6 Months)

$12,000,000 13.00% $780,000

July 1, 2018 through December 31, 2018 (6 Months of2018/2019 Tax Year)

Assessed Value Tax Rate Tax (6 Months)

$19,000,000 13.00% $1,235,000

Estimated Initial Budget Year Real Estate Tax $2,015,000 Estimated Post Construction Real Estate Tax $2,470,000

Our firm has an extensive practice in real estate tax review matters and in 421-a and J-51 tax exemption/ tax abatement applications, and we currently represent the owners of approximately 2,500 buildings in the City ofNew York, and file applications for correction of the tax assessments and tax exemptions/tax abatements on these properties. This firm and its predecessors have been engaged in such practice for a period in excess of 60 years. Additionally, the writer is the past chairman of the Law Committee of the Associated Builders and Owners of Greater New York, a director of both the New York State Builders Association and the Associated Builders and Owners of Greater New York, a past member of the Tax Certiorari and Condemnation Committee of the Bar Association of the City ofNew York, and is a director and former President of the Real Estate Tax Review Bar Association, a specialized Bar dealing with real estate tax assessment matters. TUCHMAN, KORNGOLD, WEISS, LIEBMAN § GELLES, LLP

FPG Maiden Lane LLC. April 7, 2016 Page 5

Based upon our previous experience with such proceedings, we have issued the within letter with the estimates and caveats contained therein which the specific understanding that our opinion is not a guarantee that the taxes will be exactly as estimated. In no event will we, as Sponsor's real estate tax counsel, be liable if there are changes in the facts on which we have relied in issuing this opinion, or ifthere are changes in the applicable statutes, rules and regulations of the City ofNew York, decisional laws or administrative agency rulings, interpretations and policies on which we have relied which cause this opinion to be inaccurate. Interested parties should be aware that the estimate of the initial real estate tax assessment and taxes cover a period far into the future. Neither we nor any person can guarantee what the real estate taxes will be at any future date. As stated above, changes in law or policies of government agencies may radically change the opinions expressed herein.

The opinion expressed herein is that of the undersigned, and does not purport to express the opinion of the New York City Department of Finance or any city or government agency. That Department's opinions may result in substantially different total taxes for the initial budget year as well as for tax years 2017/2018 and 2018/2019 than set forth herein. We consent to the inclusion of this letter in the offering plan.

Very truly yours,

TUCHMAN, KORNGOLD, WEISS, LIEBMAN & GELLES, LLP. --r~ /~ 'UieJf} f.,__,_,d( A &ti/-L/ ~;fl 41/ By: Paul J. Korngold