Twentieth Amendment to Condominium Offering Plan Halcyon Condominium

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TWENTIETH AMENDMENT

CONDOMINIUM OFFERING PLAN

HALCYON CONDOMINIUM 305 EAST 51ST STREET NEW YORK, NEW YORK 10022

Dated: September 16, 2015

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Contents

1. MANAGING AGENT ...... 1 2. PURCHASE AGREEMENT ...... 1 3. FIRST CLOSING ...... 2 4. CERTIFICATE OF OCCUPANCY ...... 2 5. DECLARATION OF CONDOMINIUM ...... 2 6. REAL ESTATE TAXES ...... 2 7. WORKING CAPITAL FUND ...... 2 8. UNSOLD UNITS...... 2 9. CONDOMINIUM BOARD ...... 2 10. INCORPORATION OF THE PLAN...... 5 11. NO OTHER MATERIAL CHANGES ...... 5 12. DEFINITIONS ...... 5

Exhibits

A Purchase Agreement Revisions B Temporary Certificate of Occupancy C Architect’s Letter D Unsold Units

TWENTIETH AMENDMENT TO CONDOMINIUM OFFERING PLAN HALCYON CONDOMINIUM

This Twentieth Amendment modifies and supplements the terms of the Condominium Offering Plan for the premises known as the Halcyon Condominium (“Condominium”) and located at 305 East 51st Street, New York, New York 10022 (“Building”), dated March 22, 2013, the First Amendment dated April 25, 2013, the Second Amendment dated May 9, 2013, the Third Amendment dated June 17, 2013, the Fourth Amendment dated June 27, 2013, the Fifth Amendment dated August 1, 2013, the Sixth Amendment dated August 7, 2013, the Seventh Amendment dated August 26, 2013, the Eighth Amendment dated October 4, 2013, the Ninth Amendment dated November 5, 2013, the Tenth Amendment dated November 14, 2013, the Eleventh Amendment dated January 29, 2014, the Twelfth Amendment dated March 10, 2014, the Thirteenth Amendment dated May 30, 2014, the Fourteenth Amendment dated July 23, 2014; the Fifteenth Amendment dated September 19, 2014, the Sixteenth Amendment dated October 1, 2014, the Seventeenth Amendment dated October 28, 2014, the Eighteenth Amendment dated April 8, 2015 and the Nineteenth Amendment dated May 18, 2015 (the "Plan"), and should be read in conjunction with the Plan. The terms of this Twentieth Amendment are as follows:

1. MANAGING AGENT

The Managing Agent or Management Company of the Residential Section of the Condominium is hereby revised to be HFZ Property Management LLC with offices at c/o HFZ Capital Group, 600 Madison Avenue, New York, NY 10022 (the “New Managing Agent”). Any references to NNC Property Management, LLC, KW Property Management & Consulting, or any other Management Company as the Managing Agent of the Residential Section are hereby deemed deleted.

The New Managing Agent, which was formed on March 26, 2014, is an affiliate of Sponsor. Sponsor and its affiliates have been engaged in the development, ownership, operation and management of New York City residential properties since 2005. There have been no prior felony convictions of the New Managing Agent or any principals of the New Managing Agent and no prior convictions,` injunctions and judgments against the New Managing Agent, or any principals of the New Managing Agent that may be material to the Plan or an offering of securities generally, that occurred within fifteen (15) years prior to the submission of this Plan.

2. PURCHASE AGREEMENT

The Purchase Agreement has been revised to reflect that the payment of the balance of the Purchase Price for a Unit must be paid by wire, and to remove provisions relating to the

Interstate Land Sales Act, which no longer applies to the Condominium. A blackline of the Purchase Agreement is attached hereto as Exhibit “A”.

3. FIRST CLOSING

The First Closing occurred on June 22, 2015 at the office of Holland & Knight LLP, 31 West 52nd Street, New York, New York 10019 with respect to Unit 4H.

4. CERTIFICATE OF OCCUPANCY

A, A temporary certificate of occupancy has been issued for the Building. Attached hereto as Exhibit “B” is a copy of the temporary certificate of occupancy. The permanent certificate of occupancy (“PCO”) has not yet been issued.

B. Sponsor has funded a PCO escrow account (the “PCO Escrow Account”) from monies other than purchasers’ deposits to secure its obligation to procure a PCO and to comply with GBL § 352-e(2-b) and 13 NYCRR §20.3(t)(13). $2,000,000 is currently held in the PCO Escrow Account. Sponsor anticipates it will take $2,000,000 to secure the PCO for the Building.

C. Sponsor’s architect has certified the amount being held in the PCO Escrow Account. Attached hereto as Exhibit “C” is a copy of the letter of Sponsor’s architect.

5. DECLARATION OF CONDOMINIUM

The Declaration of Condominium was executed on March 20, 2015 and recorded in the office of the New York County Register on May 4, 2015 as CRFN 2015000148440.

6. REAL ESTATE TAXES

The Units have not yet been separately assessed for real estate taxes.

7. WORKING CAPITAL FUND

The Working Capital Fund of the Condominium is being held at Signature Bank in account no. 1502566691. As of August 6, 2015, the amount being held in the account was $83,775.30.

8. UNSOLD UNITS

As of September 3, 2015, there are eighty seven (87) Unsold Units owned by the Sponsor. Attached hereto as Exhibit “D” is a list of the Unsold Units.

9. CONDOMINIUM BOARD

The members of the Condominium Board are Ziel Feldman, Nir Meir, John Shannon, and Peter Rooney serving as President, Vice-President, Secretary, and Treasurer, respectively. All of the members of the Condominium Board are affiliated with Sponsor. The business address of the members of the Condominium Board is c/o HFZ Capital Group, 600 Madison Avenue, New

York, New York 10022. Mr. Feldman, Mr. Meir and Mr. Shannon are the members of the Residential Board.

The first Annual Meeting of Unit Owners has not yet been held. As set forth in the Plan, the Condominium is to be governed by a Condominium Board of Managers, and the Residential Section is to be governed by a Residential Board of Managers. Pursuant to the Plan, Sponsor shall control the Board until the earlier to occur of: (i) Sponsor and its designee(s) as Holders of Unsold Units own less than ten percent (10%) of the aggregate Common Interests pertaining to all Residential Units or (ii) five (5) years after the First Closing.

10. LAWSUITS OR OTHER PROCEEDINGS

There are currently no outstanding lawsuits, administrative proceedings or other proceedings the outcome of which may materially affect the offering, the Property, the rights of existing tenants, Sponsor’s capacity to perform all of its obligations under the Plan, the Condominium or the operation of the Condominium.

11. UPDATED FINANCIALS

A. As of the date of this Amendment, the Common Charges due from the Unit Owners are being waived. During the period that Unit Owners’ Common Charges are being waived, Sponsor shall continue to be liable for and shall pay all Operating Expenses for the Condominium.

B. As of September 8, 2015, the aggregate quarterly real estate taxes payable for Unsold Units owned by the Sponsor are approximately $464,054.37.

C. As of September 8, 2015, there are no Unsold Units which are occupied by tenants.

D. All of the Unsold Units are subject to a mortgage with Banco Inbursa, S.A. (the “Mortgage”). The principal balance of the Mortgage, as of September 8, 2015, is approximately $38,208,559.74. The interest rate is LIBOR + 6%. The loan matures in December, 2015, with an extension right until December, 2016. The interest payment is made with proceeds from rental income on Unsold Units, and the loan payment is made with proceeds from the sale of Unsold Units. The Mortgage is not a self-liquidating mortgage; rather, it is paid down through the sale proceeds of Unsold Units.

E. Sponsor funds its payment obligations for the Unsold Units through the sale of Residential Units.

F. The Sponsor is current on all of its financial obligations to the Condominium, including, but not limited to, payment of Common Charges, reserve or Working Capital Fund payments, and payments for repairs or improvements promised in the Plan. The Sponsor has been current in its financial obligations to the Condominium for the past twelve (12) months. Further, Sponsor is current on all

payments under its mortgage and has been so for the twelve (12) month period prior to the filing of this Amendment.

G. Sponsor and/or its principals are not involved in any other cooperative or condominium offering in the State of New York and do not own ten percent (10%) or more of the Unsold Units or unsold shares in any building except as follows:

1) One Madison Park Condominium, 23 East 22nd Street, New York, New York, which was accepted for filing on April 24, 2007, file number CD06- 0603, which became effective on May 26, 2009; 2) Eleven East Sixty Eight Street Condominium, 11 East 68th Street, New York, New York, which was accepted for filing on March 26, 2013 file number CD12-0071, which became effective on March 28, 2014; 3) 823 Park Avenue Condominium, 823 Park Avenue, New York, New York, which was accepted for filing on May 2, 2005, file number CD04- 0385, which became effective on November 2, 2006; 4) Washington Square Park Condominium, 171-173 Macdougal Street, New York, New York, which was accepted for filing on November 28, 2007, file number CD07-0444, which became effective on February 23, 2009; 5) 60 Beach Condominium, 60 Beach Street, New York, New York, which was accepted for filing on July 16, 2007, file number CD06-0362, which became effective on January 15, 2009; 6) 11 Beach Street Condominium, 11 Beach Street, New York, New York, which was accepted for filing on August 5, 2014, file number CD13-0194; 7) Chatsworth Realty Corporation, 340-344 West 72nd Street, New York, New York 10023, which was accepted for filing on August 22, 2014, file number C13-0004; 8) The 301 West 53rd Street Condominium, located at 301 West 53rd Street, New York, New York 10019, filed on December 13, 2013 which became effective on March 12, 2015, file number CD13-0300; 9) The 235 West 75th Street Condominium, located at 235 West 75th Street, New York, New York 10023, which was accepted for filing on November 20, 2014, file number CD13-0262; 10) The 88 Lexington Avenue Condominium, located at 88 Lexington Avenue, New York, New York 10016, which was accepted for filing on May 18, 2015, file number CD13-0277; 11) The 90 Lexington Avenue Condominium, located at 90 Lexington Avenue, New York, New York 10016, which was accepted for filing on May 18, 2015, file number CD13-0276; 12) The 505 West 19th Street Condominium, located at 505 West 19th Street, New York, New York 10011, which was accepted for filing on January 2, 2014, file number CD13 – 0123; and

13) The Bryant Park South Condominium, located at 16 West 40th Street, New York, New York 10019, file number CD14-0292, which is currently pending acceptance for filing.

Sponsor and/or its principals are current on all of the financial obligations to the aforesaid condominium, including, but not limited to, payment of common charges, reserve or working capital funds, assessments, and payments for repairs or improvements promised in the respective offering plans.

12. INCORPORATION OF THE PLAN

The Plan, as modified and supplemented herein, is incorporated herein by reference with the same effect as if set forth in length. All provisions of the Plan which are consistent with this amendment shall remain in effect.

13. NO OTHER MATERIAL CHANGES

Except as set forth in this Amendment, there have been no material changes in the Plan.

14. DEFINITIONS

All capitalized terms expressly defined in this Amendment shall have the meanings given to them in the Plan.

15. EFFECTIVE PERIOD FOR USING THE PLAN IS EXTENDED

The Plan, as modified and supplemented hereby, may not be used after twelve (12) months following the filing date of this Amendment, unless the Plan is further extended or amended.

SPONSOR:

51st STREET MAIN LOT OWNER, LLC