010 3....1 \Act, r- Pit tome.. ct-t- 111-usr.oviii tc) C3obyl CONDOMINIUM OFFERING PLAN %. 347 CONDOMINIUM 147 1riwct.

OFFERING PRICE — 5 RESIDENTIAL UM , 2 COMMERCIAL UNITS

TOTAL OFFERING PRICE. $71,550,000.00

The Condominium will contam 5 Residential Units and 2 Commercial Units. AU of the Residential and Commercial Units are offered for sale under this Plan.

Spot= Selling Agent: 347 Bowery Owner, LLC Urban Compass Inc. 401 100 Jane Street New York, New York 10013 New York, NY 10014

The Date of Acceptance for Filing is This Plan may not be used after unlessextendedbyamendment.

THIS OFFERING PLAN IS THE SPONSORS ENTIRE OFFER TO SELL THESE CONDOMINIUM UNITS. NEW YORK LAW REQUIRES THE SPONSOR TO DISCLOSE ALL MATERIAL INFORMATION IN THIS PLAN AND TO FILE THIS PLAN WITH THE NEW YORK STATE DEPARTMENT OF LAW PRIOR TO SELLING OR OFFERING TO SELL ANY CONDOMINIUM UNIT. FILING WITH THE DEPARTMENT OF LAW DOES NOT MEAN THAT THE DEPARTMENT OR ANY OTHER GOVERNMENT AGENCYAPPROVED THIS OFFERING.

THIS PLAN CONTAINS SPECIAL RISKS To PURCHASERS. SEE PAGE

Offering Plan Attorneys: JAIN Marans, Weisz & Newman, 1A.0 29 Broadway, Suite 2400 New York, New York 10006 advisable that Purchaser obtain casualty insurance at such time.

Purchase Agreement

The Purchase Agreement is contingent upon effectiveness of the Plan. If the Plan is abandoned, Purchase Agreements will be cancelled, and all monies held by Sponsor shall be returned to Purchasers.

A complete copy of the form of Purchase Agreement is included in Part II of the Plan.

Conflicts between Plan and Purchase Agreement

Any conflict between the Plan and the Purchase Agreement will be resolved in favor of the Plan.

The Purchase Agreement and Plan may not contain, or be modified to contain, a provision waiving Purchaser's rights or abrogating Sponsor's obligations under Article 23-A of the General Business Law,

ASSIGNMENT OF PURCHASE ACREEMENTS

Purchaser may not assign the Purchase Agreement without first obtaining the prior written consent of Sponsor, which consent may be granted or withheld Sponsor's sole and absolute discretion. If Sponsor consents to the assignment, Purchaser shall pay a fee to Sponsor's counsel in the amount of $500.00 in connection with the preparation of the assignment documents. Sponsor's refusal to consent to an assignment will not entitle Purchaser to cancel the Purchase Agreement or give rise to any claim damagg against Sponsor. Any purported assignment by Purchaser in violation of this Section shall be a default by Purchaser, entitling Sponsor to the default remedies set lot Li. in the Section of the Plan entitled "Procedure to Purchase.- and shall be voidable at the option of Sponsor.

EFFECTIVE DATE

Sponsor's offer to sell the Units is contingent upon the Plan being declare42

V•No • • • • _ _ effective and compliance with the relevant conditions and time periods set forth in the Plan. The Plan may be declared effective by (i) an amendment to the Plan or (ii) by personal service of notice on every Purchaser or by commencement of service by mail in the manner required by 13 NYCRR Section 20.1 (d) stating that the Plan is declared effective and submitting an amendment conforming to Section 20.5 (e) to the Department of Law within five (5) days confirming that the Plan was declared elleCtiVe on a specified date. Closing of the first Unit shall not occur until the Plan is declared effective and an effectiveness amendment is accepted for tiling by the Department of Law.

The Plan may not be declared effective until bona tide Purchasers, including investors, have signed purchase agreements for at least fifteen percent (15%) of the Units offered under the Plan.

The Plan will not be declared effective based on (i) Purchase Agreements signed by Purchasers who have been granted a right of rescission that has not yet expired or been waived; or (ii) Purchase Agreements where the Purchaser was not afforded the seven (7) days period to rescind the Purchase Agreement or the three (3) business day period to review the Plan and all filed amendments in accordance with the provisions set forth above in the section of the Plan entitled "Procedure to Purchase" or (iii) Purchase Agreements containing a "time of the essence" provision or Purchase Agreements with any provision where such provision was not acknowledged by the Purchaser; or (iv) Purchase Agreements with any Purchaser who is the Sponsor. the selling agent, the managing agent or is a principal of the Sponsor, the selling agent, the managing agent or is related to the Sponsor, the selling agent, the managing agent or to any principal of the Sponsor or the managing agent by blood, marriage or adoption or as a business associate, an employee, a member, a shareholder or a limited partner; except that such a Purchaser other than the Sponsor or a principal of the Sponsor may be included if the Sponsor has submitted proof satisfactory to the Department of Law establishing that the Purchaser is bona fide.

The Plan must be declared effective when executed Purchase Agreements are accepted by Sponsor for eighty percent (80%) or more of the Units offered under the Plan.

The Plan may be abandoned by Sponsor, at its sole option, at any time before it is declared effective. Within ten (10) business days after abandonment, all monies paid by Purchasers shall be refunded to them in full with interest earned, if any. Sponsor shall promptly submit for filing to the Department of Law an amendment to the Plan and a Notice of Abandonment on Form RS-3, or such other form as may then be required by the Department of Law setting forth the reason for abandonment and disposition of all funds received. 43 AP

building plans as they are subsequently filed or recorded, the rules and regulations of the Condominium and the Offering Plan and amendments thereto;

5, Power of Attorney from the Unit Owner to the Board of Managers of the Condominium:

II 6. All easements set forth in the Declaration and By-Laws (as the same may be amended from time to time), and the deed, as subsequently recorded;

7. Any slate of facts which an accurate survey and inspection of Unit and/or Property would show and any additional state of facts a subsequent survey would show, provided Ii that such additional state of facts does not render title unmarketable.

8. Any other declaration or instrument affecting the Property which Sponsor must tile to comply with any law, ordinance. regulation, zoning resolution or requirement of the Department of Buildings, Planning Commission. Board of Standards and Appeals. or of any other public agency or authority, applicable to the construction, alteration, repair, demolition or restoration of the Building and creation of the Condominium;

9, Zoning and other resolutions, regulations and ordinances (and amendments thereto) now or hereafter adopted;

10. Any Declaration of Zoning Lot Restrictions and Ownership Statement and any other documents executed in connection therewith to be recorded against the Property including, but not limited to, any Waiver of Right to Consent to Declaration of Zoning Lot Restrictions:

11. Any Zoning Lot Development Agreement to be recorded against the Property;

12. Any documents relating to the deeding of unused development rights to a separate tax lot; ri 13. Consents by Sponsor or any former OWner of the Property for the erection of structure(s) wider or above any street on which the Property abuts; and

111 14. Standard exceptions contained in the form of title insurance policy

[Sponsor to retain 4,759 s.f. of unused development rights, t which could be retained in a separate air rights parcel (27,510 max. s.f. permitted; 22,751 zoning s.f. proposed)1.

47 ADD SIGNAGE RETAINAGE RIGHTS

UNIT CLOSING COSTS AND ADJUSTMENTS

At Closing, each Purchaser shall be required to pay certain costs and expenses. The following is a list of the types and amounts of costs and expen Purchasers should expect to pay. Estimates for title expenses are provided by Kensington Vanguard, and are based (as are all of the following items). on current rates and charges whichare subject to change without prior notice:

(a) If a Purchaser elects to obtain fee title insurance. the Purchaser will pay the premium therefor which will vary depending upon the purchase price and whether or not a mortgage title policy is obtained simultaneously with the fee title policy. Title insurance rates are set by the New York Board of Title Underwriters and tiled with the New York State Insurance Department.

For illustrative purposes. a Purchaser buying a Unit for S3,000.000.00 would pay a premium of $11.8'28.00. Ii that Purchaser obtained a mortgage in the principal amount of $1,950,000.00. there would be an additional premium of $1.999.00 for a total of S13.8'27.00.

(b) Fees for recording the Unit Deed. the Power of Attorney in favor of the Board of Managers, and any mortgage the Purchaser obtains to finance the purchase of his or her Unit. The current recording fees are S42.00 for each instrument plus S5.00 per page, service fee to the title company of approximately S150_00 and a filing fee of $125.00 for the RP52I7NYC form.

(c) The New York State Real Estate Transfer Tax, which is currently .4% of the purchase price, but when paid by the Purchaser, is increased to approximatelv .4057% since the shifting of the tax obligation from the Sponsor as a seller to Purchaser is deemed additional consideration from the Sponsor. For a purchase of a Residential Unit with a purchase price in the amount of S3,000.000.00, the tax due would be Sr2,220•00. For a purchase of a Commercial Unit with a purchase price in the amount of $3,000,000.00, the tax due would be S12,364.00.

(d) The New York City Real Property Transfer Tax, which is currently 1% of the purchase price for purchases S500,000.00 or less and 1.425% for purchases greater than 5500.000.00 of a Residential Unit, but when paid by the Purchaser is increased, since shifting of the tax obligation from the Sponsor as a seller to the Purchaser is deemed additional consideration to the Sponsor. For a purchase of 11 Unit with a purchase price in the amount of $3,000,000.00, the tax due would be 48 the Working Capital Fund in an amount equal to two (2) months of Common Charges for their Units. This fund shall be used to pay for items in the budget which will be payable prior to the time that sufficient monthly Common Charges have accrued to pay these items. Purchasers shall also be required to pay at closing a pro-rated portion of Common Charges for the month in which the closing takes place.

(k) Additional 5250 if the closing is not held at Sponsoes attorneys* offices.

(1) Additional S250 for each day of adjournment of the closing beyond any automatic one-time adjournment upon request.

(m) Additional $250 if the closing is held outside New York City.

(n) Additional S250 to attorneys for Sponsor for the preparation of a letter of default_

Working Capital contribution

Purchasers shall also be required to pay at Closing two (2) months of common charges as a contribution to the Working Capital Fund. This fund shall be used to create an account to set aside funds for future capital expenses.

Example of Typical Closing Costs

The following is a numerical example of all closing costs for a typical unit:

Assuming that a Purchaser closes timely and incurs no penalties under the Purchase Agreement. the closing costs for a Residential Unit with a purchase price of $3,000,000.00 and a mortgage of S1,950,000.00:

Title Insurance — Fee S11,828,00; Mortgage $1,999.00 Recording Fees - $550.00 Transfer Taxes— New York City $43,530.19; New York State S12,2'20.00: New York State Mansion Tax $30,54750 Mortgage Recording Tax - S37,507.50 Working Capital Fund — 2 months' Common Charges Sponsor's Attorney's Fee - $2,350.00 First Year Insurance Premium -

Total $140,532.19 + Insurance + Working Capital Fund 51 Contribution

Assuming that a Purchaser closes timely and incurs no penalties under the Purchase Agreement. the closing costs for a Commercial Unit with a purchase price of $3.000,000.00 and a mortgage of S1,950,000.00:

Title Insurance - Fee Si 1,828.00: Mortgage S1,999.00 Recording Fees - $950.00 Transfer Taxes - New York City $81,132.19; New York State S12,364.00: Mortgage Recording Tax - S54,600 Working Capital Fund - 2 months' Common Charges Sponsor's Attorneys Fee - S First Year Insurance Premium -

NEED TO TOTAL DOLLARS

The entire contents of this section entitled -Unit Closing Costs and Adjustments", as the same may be revised or amended. shall be deemed incorporated in the Purchase Agreement for each Unit.

H ;I ITS AND OBLIGATIONS OF THE SPONSOR

Sponsor is obligated to defend any suits or proceedings arising out of Sponsor's acts or omissions under the Plan and applicable law with respect to the offering. Sponsor will indemnify and hold the Board of Managers and the Unit Owners harmless from any such suits or proceedings.

The Condominium shall ' assume the performance of all obligations (including payment obligations) of the Sponsor, if any, accruing on or after the date of closing of title to the first Unit pursuant to the Plan, under the labor, service an maintenance agreements in effect on such date which have been assigned to the Condominium pursuant to the Plan, and shall indemnify and hold Sponsor harmless from and against any and all claims, liabilities, costs and expenses arising of or with respect to such agreements or with respect to the Property accruing on or alter such date.

All representations under the Plan, all obligations pursuant to the General Business Law, and such additional obligations under the Plan that are to be performed subsequent to the closing date will survive delivery of the deed.

52 Unit information:

Name.; Location: Detg.iption: Size: 3,203 SF (1 FL.) C-1 Floor 1 and Unfinished 1,692 SF (Below Grade) Retail Below Grade 3,953SF C-2 Floor 2 Unfinished Commercial 2,466 SF (Unit) Apartment R3: Floors 3.4 1 Kitchen, 1 Living/Dining, 2 Bedrooms.. 3 Bathrooms,. I Walk-In Closet, 1 Loundry Closet, 131 SF (Balcony) Stara. e unit #3 in the cellar 50 SF Stora •e Aportment R5: Floors 586 1 Kitchen, 1 Living/Dining, 1 Powder 2,754 SF (Unit) room, 3 Bedrooms, 1Walk-In Closet, 3 Bathrooms, 1 Laundry Closet. 262 SF (Balcony) Storo•e unit #5 in the cellar 74 SF Stoma?) Apartment R7: Floors 788 1 Kitchen, 1 Living/Dining, 1 Powder 2,754 SF (Unit) room, 3 Bedrooms, 1Wolk-in Closet, 3 Bathrooms, 1 Laundry Closet. 262 SF (Balcony) Storo•e unit #2 in the cellar 94 SF Storage) -Apartment PHI: Floors 98,10 1 Kitchen, 1 Living/Dining, 1 Powder 2,754 SI (Unit) room, 3 Bedrooms, 1Wolk-In Closet, 3 Bathrooms, 1 Loundry Closet. 262 SF (Balcony) Storage unit(#4) in the cellar 116 SF (Storage) Aportment PH-2: Floors 11-13 1 Kitchen, 1 Pantry, 1 Living/Dining, 4 3,796 SF (Unit) Bedrooms, 4 112 Bothrooms, 2 Walk- In Closets, 1 Study, 1 Laundry Room. 681 SF Bolcony/Terrace) Storage unit(#1) in the cellar 152 SF (Storage)

Appliance Schedule: For Residential UnitS; R3, R5, R7, Ph-2, and P1-I-1. The sponsor reserves the -„y__„... rent manufactures which ore ual to those listed below. Description Monufac. Model I Finish Typical Residential Kitchen Reftherator/Freezer Miele USA KF 1811 Vi Custom Panel Oven Miele USA H 4884 BP -Classic Touch Steel" Cook Top Miele USA KM 2355 LP Stainless Steel 36' Range Hood Miele USA DA 3490 W Integrated 36' Speed Oven Miele USA H4044 BM 'Cleon Touch Steel*

176 U.C. Wine Miele USA KWT 4154 UG-1 Block Door Glass Finish Refrigerator Dishwasher Miele USA G 4286SC Vi I Custom Panel Typical Residential laundry Wosher Asko W6424 While Finish 1754 W/T Dryer Asko White Finish VentedWIB86202LIC

Plumbing Schedule: For Residential Units; R3, R5, R7, Ph-2, and PH.1. The sponsor reserves the rights to provide plumbing fixtures by different manufactures, which are equal to those listed below. Description _ Manufacturer Mode! Finish Typical Residential Kitchen Undermount Sink Fronke UDIS30/10 SS Faucet KWC I 0.271.103 SuIprimo SS Sink Disposal TBD TBD TBD Typical Residential Bathroom Toilet Toto AQUA DUAL FLUSH CST412MF White Sink Kohler CAXTON K•2210 White Sink Faucet Waterworks 25 SERIES PTLSO2 Chrome Thermostatic Valve Waterworks •25 SERIES PITH58 Chrome Volume Control Wolerworks .25 SERIES P1VC48 Chrome Shower Hood & Am) Waterworks .25 SERIES PI5H73 Chrome Tub Spout Waterworks 25 SERIES PTTS82 Chrome Hand Shower Waterworks _25 SERIES PTHS25 Chrome Tub Master Both WI ALISSA 2 MODEL #126 En, in. Stone Tub (Typical Bath) Kohler TEA FOR TWO K-850 White U Finish Schedule: Room Floor Walls Ceilin • Residential Units,: R3, R5, R7, Ph Living/Dining/Bedrooms/Hall Oak J Point Gyp. & Paint or Concret, Compound Kitchen Oak Paint Gyp. & Point or Concrete pound Master Bathroom Secondary Bathroom Marble Tiles lile • Powder Room !Ndditional Building spaces: Lobby . Corridors I Fin. Concrete Varies I Common Egress Stows Gyp, and Concrete Compovr Concrete Concrete ] Concrete Common Cellar loilet Concrete Paint Gyp. & Point or EIFS

177 Gyp. & Point or EIFS Common Concrete Point Mech./Elect./Machine Rooms Gyp. & Paint or EIFS Residential Storo e Rooms, Concrete Paint & POirii or EIFS Cellar Corridors Concrete Point Unfinished Below Grade Retail cellar) Concrete Unfinished Unfinished Retail (I' Floor) Concrete Unfi ni shed _Commercial 12' Floor) Conc ref e Unfinished

V Safety and warning devices:

New hardwired combination carbon monoxide/smoke detectors with built-in sounder will be installed in ond outside of bedrooms in Residential Units per 2008 NYC Building Code requirements. Area smoke detectors will be installed in all electrical and mechanical equipment rooms, elevator lobbies and as otherwise required by the NYC Building Code, New duct mounted smoke detectors will be provided in all supply air hondling units with a capacity in excess of 2,000 CM which is also a 2008 New York City Building Code requirement.

A Fire Alarm System without alarm notificotion devices but with one-way voice communication from the fire command center to the dwelling units and exit stairs will be installed per 2008 NYC Building Code requirements.

Area Measurements: Areas hove been measured per the lollowin ca_i !ions: Retail: Cl • The Retail space on the 1" floor is measured from the outside face of the exterior wall at the properly line, to the outside face of the demising wall. • The area of the Below Grade Retail is measured from the outside face of wall to the outside face of the existin vault, includin stair C. Commercial: • The Commercial space on the 2nd floor is measured from the outside face of the exterior wall ot the property line, to the outside face of the demising wall. C-2 Residential: • All units are measured from the outside face of the exterior wall to the outside face R3-PH-2 of the demising wall. • Area for the Residential Units, R3-PH2, consists of the entire floor plan; excluding the double height spaces, the General Common Elements, ond the 3" floor elevator. • The General common elements, egress stair and elevator on the 3'd floor, ore measured from the inside face of wall to the inside face of wall. • The limited Common Elements, terraces and balconies, ore not included in the Unit Areas. • Residential storage units located in the cellar are not included in the Unit Areas.

See attached plans for additional information 1111 1111 MI in un 11116 now 1111•11111•11 1111111•11•11 InimmER egimp lommonni

LEGEND

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TABLE OF CONTENTS

PART 1 i Special Risk i Introduction 5 Definitions 8 Description of Property and Improvements Location and Area Information 9 I Offering Prices and Related Information, Schedule A 10 Budget for First Year of Condominium Operation, Schedule B 14 Budget of Individual Energy Costs, Schedule B-1 22 Compliance with Real Property Law *339(i) 27 Commercial Units 30 Changes in Prices and Units 31 Interim Leases 33 Procedure to Purchase 34 Assignment of Purchase Agreements 42 Effective Date 42 Terms of Sale 44 48 Unit Closing Costs and Adjustments 52 Rights and Obligations of the Sponsor 58 Control by the Sponsor 58 Board of Managers Rights and Obligations of the Unit Owners and the Board of Managers 64 75 Real Estate 'faxes 111 Income Tax Deductions76 to Unit Owners and Tax Status of the Condominium Tax Opinion of Condominium Counsel 78 II Working Capital Fund 81 Management Agreement. Contract and Leases 8 I 111 Identity of Parties 82 Reports to Unit Owners 84 La LEGEND UNIT WA COMMONWit° EtEVENT GENERALCOmMON ELEMENT ALL1)YENS(ONS ARE APPROXWATE kNO SUBJECT TOMiSTRUCTION VARIANCiS PtANS ANODIMENSPONS 1400CONTAN MINORALLAREAS vitaATiONS ARS mEASuRED FROm flOCR NAccAlnAtict TO FlOOR SPMCRSyamTHE ArtoRNEyRESNYE THEanERAL RICHT REPCRT TO MAKE ACCOROAVCECPANO(S CUEWITH TOTHE OfTERNG COOC4TS PLAN t4

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DAT N10,0117.1 I 371* SPCP6N IRCATE PROSCTAOOR1SS- 347 BOWERY 2014.07,30 SKII 0111‘11 uC SEILDORFARCHITECTS NEWYORK, NY 10003 1,11140* 010108a, ottidi Sep°SPOADWAY WY0113C N'y 10003 A-BULKHEAD tv rm. 0' teDk) 212 310 9571 MX 213 941 6362 UNIT Roo.Rog •A

Documents on File 85 General 85 Sponsor's Statement of Building Specifications 85

PART 11

Residential Unit Purchase Agreement 87 Commercial Unit Purchase Agreement 11'2 Power of Attorney 147 Form of Unit Deed 151 Form of Interim Lease 156 Tax Escrow Agreement I 59 Description of Property and Specifications 162 Floor Plans 180 Declaration 197 By-Laws 216

CERTIFICATIONS

Sponsor and Principals 260 Sponsor's Architect 263 Sponsor's Expert Concerning Adequacy of Budget ...... 265 SPECIAl. RISKS

) Because Sponsor is retaining the unconditional right to rent rather than sell units. there is no commitment on the part of the Sponsor to sell more units than the fifteen percent (15%) necessary to declare the plan effective and owner-occupants may never gain effective control and management of the Condominium. Federal Deposit Insurance 2) The standard insurance amount provided by the per insured bank for each Corporation for bank deposits is $250.000 per depositor. to Purchase.'" account ownership category. See Section entitled -Procedure

3) Each owner °fa Unit with children under eleven (I I ) must, by law, install window guards at such Unit OWEICCS cost and expense.

4) Purchasers are advised that in New York City, newly constructed and newly renovated buildings are sometimes offered as condominium projects without a final certificate of occupancy (-KO") covering the entire building but with only a temporary certificate of occupancy ("TC0-). and sometimes with several successive temporary certificates of occupancy. Certificates of occupancy are generally governed by Section 301 of the New York State Multiple Dwelling Law and local building codes and rules. Both TCOs and ECOs are issued by the New York City Department of I3uildings ("1)011-). A TCO is intended to indicate that the property conforms substantially to the DOB approved plans and specifications, and to the requirements of all applicable laws. rules, and regulations for the uses and occupancies specified in the TCO. No change of use or occupancy shall be made unless a new certificate of occupancy is issued. All ICOs have an expiration date. A TCO typically expires ninety (90) days after the date of issuance. When a TCO expires and is not renewed, it may be difficult or impossible to buy insurance, refinance, or sell units. In New York City. it is common for sponsors to commence unit closings when some or all units are covered by a TCO rather than a KO. Sponsor anticipates this scenario may occur. Sponsor and its principals will undertake the responsibility for extending each Tco received prior to the expiration thereof, and ultimately for obtaining a KO covering the entire Building within two (2) years from the date of the issuance of the first TCO or liNt closing. however. Sponsor and its principals make no representation or -guarantee that DOB will issue the FC0 within such two (2) year period. NOTWITHSTANDING THE FOREGOING. SPONSOR AND ITS PRINCIPALS ARE OBLIGATED TO PROCURE THE FINAL CERTIFICATE OF OCCUPANCY FOR THE ENTIRE BUILDING, AND SHALL EXERCISE BEST EFFORTS TO OBTAIN THE ECO WIThIN SUCH TWO (2) YEAR PERIOD WHILE KEEPING THE TCO CURRENT. Unit Owners and the Board of Managers shall be obligated to cooperate with and refrain from obstructing Sponsor in these undertakings. Buyers are advised to visit the D013 websitc for further recommendations when purchasing a unit in a building that does not have a KO.

A Factsheet on Certificates of Occupancy is available on the DOB website at: LOCATION AND AREA INFORMATION

The Condominium is located in the East Village neighborhood in the Borough of . This is a highly developed area essentially residential but served by a rich and diverse assortment of shopping, recreational, medical, religious, and educational facilities, as well as a network both of streets and roads. and urban transportation. Police, fire, water, sanitation, snow removal and road maintenance services are provided by the City of New York.

The Condominium is located within the 9th Precinct of the New York City Police Department located at 130 . The New York City Fire Department, Engine Company No. 33, is located at 42 Great . Medical needs of the community are served by the Beth Israel Medical Center, located at 281 First Avenue.

Public schools located in the vicinity of the Condominium include Earth School located at 600 East 6th Street and P.S. 63 William McKinley located at 121 East Third Street and the middle and high school Community School located at 420 East 12th Street and the Forsyth Satellite Academy located at 198 (grades 9-12 only). There are private schools in the area including St. George I ugh School, a co- educational college preparatory, Ukrainian Catholic high school located on 215 East 6th Street, School (currently grades K-10) located at 86 Fourth Avenue and 46 and the World Class Learning Academy located at 44 East 2nd Street (ages 2 through I I). Sponsor, however, makes no guarantee or representation as to which school a child residing at the Condominium may actually attend. , a college, is located at 30 Cooper Square and New York University is located at 22 Washington Square North. are both located in the vicinity of the Condominium.

The Property is zoned C6-I (commonly building in a commercial district which is not a central business district used partly for residential use and partly for community facility or commercial use) and its permissible use is Residential (User Group 2), Retail and Commercial (User Group 6).

The nearest library branch is located at 135 Second Avenue (the Ottendorfer 13ranch). The nearest post office branch is located at 93 Fourth Avenue (the Cooper Stations. , , the Mercer Playground and the Public Theatre are all located nearby. Houses of worship of most denominations and faiths are located in the vicinity of the Condominium. The nearest shopping areas are located on Second Avenue, , , and St. Mark's Place.

The Condominium is between the and Astor Place subway stations of the 6 train and is near the station of the I' train and the Broadway Lafayette subway station of the B, D, F and M trains. Bus lines servirw, the area include the M103 along the Bowery and the MI 5 along Second Avenue.

9 PROJECTEDSCHEDULE A 347BOWERY CONDOMINIUM 147Ekm4 Svc% York, NY.10003 OFFERINGPRICES AND RELATED INFORMATION PROJECTEDCOMMON CHARGES AND REAL ESTATE TAXES ARE FOR THE FIRST YEAR OF THE CONDOMINIUM OPERATION AUGUST 1, 2016 -YULY11.2017 (I) (I ) Cl, tS1 451 (1) (I) (2) 411 TOTAL gj31.DCARRYING PROJECTEDREAL ESTATE CHARGES WITHOUT CO- A)VROX. UNITSQUARE FOOTAGE PROS Etn:D COMMON TAXES WITHOUT CONDO OrCONDO AIWIEMENT ClIARGES ABATEMENTPROGRAM P °CRAM • INTIERE.S. I FLOOR APPROX. UNIT TERRACE/DAL ESTIMATED IN nit MONTHLY ANNUAL MONTHLY ANNUAL UNIT UNIT TYPE DESIGNATION TYPE REDS BATHS SQUARE CONYSQUARE STORAGE PURCHASE COMMON MONTHLY ANNUAL FOOTAGE FOOTAGE PRICE ETVMENTS $ 17,000,000 1914% S 4,179 S 50,152 S 4,911 S 59,482 S 9,136 S 101.634 Pill Re;t4cruta1 Hoot 1 1-13 Ttipkx 3 13 1,796 M 152 S 2./99 S 15.M S 5328 S 66 135 P/12 R chic Nut Floor 9-10 Dutakx 3 1 5 2,754 262 116 S 003.000 1170% $ 2329 $ 10,14S s $464 S 65 573 11•7 Restelereol Floor 7-8 Duplex 1 1 5 2,754 262 94 S 7.750,000 II57% S 2.501 S 29.997 S 2.965 $ 35,577 2.754 262 14 S 7300,003 1141% S 1.471 S 29.6111 S VII° S 15,161 S 5,401 S 64 811 R-5 Re tthil Floor 5-6 Duplex 3 1 5 so S 6300.000 1012% S 2,187 S 26.247 S 1,594 S 11,110 $ 4,711 S 57,177 R•1 R.:Wergild Floor 1-4 Dupkx 2 2 5 2,466 111 S 166.389 S 16.445 S 197.141 S 10,311 I 361 710 RESIDENTIAL TOTAL 14.524 1.598 486 S 46,750.000 6417% S 13.866 S • S 11 587 WA 1 951 WA N/A S 6.200 000 1602% S 1 460 $ 41S26 $ 4.118 S 52.061 S 779 C-1 Corrtructelli Floor 2 Simplex WA WA S 18.600,000 11 SI% S 4.281 S 51,177 S 4.964 S 59,567 S 9,245 S 110144 C-I RetzII Hoot 1 1 &kmGrade Du114; WA WA 4.895 WA ;5 115'4 S 7.742 S 92303 S 9 102 S 111,628 S 17.044 5 104 511 COMMERCIAL, RETAIL itSTORAGE TOTAL 1.848 S 2006.000 S 71.550.000 10000% S 21.60% 259 Z92 S 25.747 1.. 108969 S 47.155 S 561161 • 1.692square feetSelo% gm& 21 172 FOOTNOTES TO SCHEDULE A

I Floor Plans depicting layouts of Units in this Schedule A appear in Part II of the Plan. Purchasers should note that the sellable square footage of each Unit, as reflected in Schedule A and the Floor Plans set forth in Part II of the Plan are approximate. The Units will be measured as follows: (i) With respect to Unit C-I, on the l floor from the outside face of the exterior wall at the property line. to the outside face of the demising wall and below grade from the outside lace of wall to the outside face of the existing vault, including stair C; (ii) With respect to Unit C-2, from the outside face of the exterior wall at the property line, to the outside face of the demising wall (C-2A Storage Area is on the 2'd floor and is included in the total C-2A floor area); (iii) With respect to the Residential Units. from the outside face of the exterior wall to the outside face of the 1 demising wall consisting of the entire floor area of Floors 3 to 13 excluding (a) the double height spaces, the Residential Common Elements and the elevator on the 3" floor, and (b) the Limited Common Elements consisting of all terraces and balconies other than the 3" floor terrace which is a Residential Common Element; and with respect to the General Common Elements, egress stair and elevator on the 3rd floor, from the inside face of wall to the inside face of wall. Because dimensions listed are based on measurements from exterior walls, they do not accurately represent the interior space in the Units and may significantly exceed the actual floor area. Floor area may include columns, mechanical pipes shafts, shaftways chases, chaseways and conduits which may be incorporated behind protruding walls or may be separately enclosed as freestanding columns thereby reducing the available floor area. Any appurtenant space immediately adjacent to a Unit, which is only accessible or usable by a particular Unit. will be deemed a Limited Common Element appurtenant to such Unit and for the exclusive use and benefit of such Unit. Each Unit also includes the interior doors and walls and all plumbing, gas and electrical fixtures, lines, conduits and equipment such as refrigerators, dishwashers, panel boxes, ranges and other appliances, as may be affixed, attached or appurtenant to said Unit, not including the Building heating equipment and system, plumbing, gas and electrical fixtures and equipment as used in the preceding sentence include exposed and unexposed (to the extent solely serving or benefiting the Unit) gas and water pipes attached to the fixtures, appliances and equipment fixtures, appliances and equipment. and appliances and any special equipment, fixtures or facilities affixed, attached, or appurtenant to the Unit. Since the area calculations are not based upon measurements from interior surfaces of interior walls, the usable floor area of the Units is less than the area listed in Schedule A. Measurements are approximate and are within reasonable tolerances.] 2. See the Section entitled "Description of Property and Specifications," for a more complete description of each Unit.

3. The respective Common Interest of each Unit in the Common Elements, in accordance with the provisions of Section 33941)(iv) of the Condominium Act, is based upon floor space, subject to the location of such space and additional factors of relative value to other space in the Condominium, as wrell as, the uniqueness of the Unit. The Common Interest is the proportionate undivided interest, expressed as a

I I nUtrr [Cal percentage. in the Common Elements appertaining to each Unit.

4. The Purchase Prices of Units may be negotiated by Sponsor and therefore. may be changed. No such change will be made other than pursuant to a dul> tiled amendment to the Plan tiled in advance of any such change. except that Sponsor reserves the right to decrease Purchase Prices or modify other monetary terms ot sale. including granting a mortgage loan contingency in a Purchase Agreement in an amount agreed to by Sponsor. without tiling an amendment to the Plan at any time during the offering period, if such a decrease in the Purchase MCC. modification of other modal-) terms of sale, or mortgage loan contingency • does not constitute a general offering or an ad' ertised price, but is rather the result of an individuall% negotiated transaetion, Sc': "Changes in Prices and Units" and -Unit Closing Costs and Adjustments-. in Part I of the Plan. for a more detailed description of purchase prices and closing costs.

5. Projected Monthly Common Charges for the year of operation commencing August I. 2016 include only those expenses thai are enumerated in Schedule H. Maintenance charges do not include expenses such as repairs to the interior of the Unit, and a Unit Owner's individual gas. electricity. hot N% atere heat. air conditioning and cable television set-% ice. Estimates of indi%idually metered gas and electricity charges for each Unit are set forth in Schedule 13-1. If the Purchaser should obtain financing for the purchase. the debt service on that loan will be ui additional expense not covered by the Monthly Common Charges. Monthly Common Charges are arrived at by allocating to each Unit a 'Jure of the Monthly Charges proportionate to the Common Interest that that Unit bears in the Condominium, The actual tirst year of operation may be earlier or later than the projected annual period.

Fach Unit will be separately taxed for New York City real property tax purposes No Unit owner will be responsible for the payment of real CState taxes on a Unit not OUnCti by them nor will any such Unit be subject to any liens arising from the non-payment of taxes on other Units

t pon substantial completion of construction. the Property will be classified tw the Nev York City Departint'lit of Finance ("D01:") as a tax class 2C property. The policy of 1)0F is to apportion each Unit-s real estate taxes based on its Common Interest. How e‘ cr., Sponsor makes no representation that DOF will actually apportion the real estate taxes for each Unit based on Common Interest. Calculations of real estate taxes for the first year of operation have been made based upon the projected assessed value of the ProNny for FY2017 and the projection of the assessed value of the Property for FY2018, which commences on Jul 1. 2017. Post-constmction real estate Lax estimates were made by Marcus & Pollack LI.P.

Based on projections for the 2016 2017 and 201712018 tax years, Marcus &

12 SCHEDULE B

PROJECTED BUDGET FOR FIRST YEAR OF CONDOMINIUM OPERATIONS (see note 1) August 1 , 2016 — lily 31 , 2017

ESTIMATED INCOME Common Charges (1) Common Charges • Residential Units $ 158,373.72 Common Charges - Commercial Units Total Estimated income

Residential Commercial Units

ESTIMATED EXPENSES 1111111102 126,907.00 67,141.54 Payroll and Related Expe riles (2) 5.16031 20,476.25 15,315.53 $ Electricity (3) 2.806.61 11.135,84 $ 8,329.23 Gas(4) 3.933.07 $ Water and Sewer Charges (5) S 2,331.32 $ 9,250.00 S 6.918.58 7,592.68 26,14000 $ 18,547.32 $ 14,044.85 8,555.14 S 22,600.00 $ 18,00000 1086.17 $ 6,813.83 6,500.00 4,039.45 $ 2,400.55 $ 511.04 4,921.10 S 13,000.00 $ 8,078.90 259,293.16 $ 158,37331 100,918.44 Total Estimated Expenses