151 the Plan or an offering of securities generally that occurred within 15 years prior to the submission of the Plan. Sponsor and those principals of Sponsor who reside outside of the State of New York have designated the Secretary of State for service of process. Attorneys for Sponsor Sponsor has retained the law firm of Starr Associates LLP, having an office at 220 East 42 Street, Suite 3302, New York, New York 10017 to represent it in connection with the Plan and to serve as Escrow Agent. Samantha Sheeber, Esq. participated in and supervised the preparation of the Plan. Starr Associates LLP will serve as Escrow Agent and will represent Sponsor in connection with matters relating to the sale and closing of Units. Sponsor has retained the law firm ofKatsky Korins LLP, having an office at 605 Third Avenue, New York, NY 10158-0038 to prepare the Income Tax Opinion for the Condominium and Unit Owners under the direction of Elias M. Zuckerman, Esq. Sponsor has retained the law firm of Tuchman, Korngold, Weiss and Gelles, LLP, having an office at 6 East 45th Street, New York, NY 10017, to provide the Real Estate Tax opinion set forth in Part II of the Plan. Selling Agent Selling Agent for the Condominium will be Douglas Elliman, LLC, having an address at 575 Madison Avenue, New York, New York 10022. Selling Agent is a licensed real estate broker whose principals have been engaged in the sale of real estate for many years. There have been no prior felony convictions of Selling Agent, or any principals of Selling Agent and no prior convictions, injunctions and judgments against Selling Agent, or any principals of Selling Agent that may be material to the Plan or an offering of securities generally that occurred within 15 years prior to the submission of the Plan. Managing Agent Managing Agent for the Condominium and the Residential Section will be Rose Associates, Inc., Inc. having an office at 200 Madison Avenue, New York, NY 10016. Managing Agent is a real estate brokerage and management firm that has been engaged in the business of residential management for over 35 years. It currently provides property management services for many residential cooperatives and condominiums, including The Churchill, 45 East 89th Street, Metropolitan Tower, One Beacon Court and Three Lincoln Center. Adam R. Rose, a principal of Sponsor, is a principal of the Managing Agent. There have been no prior felony convictions of Managing Agent, or any principals of Managing Agent, and no prior convictions, injunctions and judgments against Managing Agent, or any principals of Managing Agent that may be material to the Plan or any offering of securities generally that occurred within 15 years prior to the submission of the Plan. Construction Professionals Sponsor has retained the following professionals in connection with the construction of the Building: a) Architect of Record and Design Architect 00028828.DOC 152 Goldstein, Hill, & West Architects, LLP, having an office at 11 Broadway, New York, New York 10004 is the architect of record for the Building and design architect ("Architect"). The Architect prepared the Floor Plans of Units set forth in Part II of the Plan and the Floor Plans which will be filed with the New York City Real Property Assessment Department required in order to create the Condominium. Architect has also examined the physical condition of the Building and has rendered its report thereof and a Certification which is set forth in Part II of the Plan. Architect has been providing architectural services for many years and has been the architect of many buildings including: 605 West 42nd Street, NY; 71 Reade Street, NY; 22 Central Park South, NY; 250 West Street, NY; 343-345 Bond Street, Brooklyn; 508 West 24th Street, NY; 443 Greenwich Street, NY b) Structural Engineer WSP Cantor Seinuk, having an office at 228 East 45th Street, 3rd Floor, New York, New York 10017, is the structural engineer for the Building ("Structural Engineer"). The Structural Engineer has been providing structural engineering services for many years and has been the structural engineer of the following buildings: The Caledonia, (455 West. 10th Avenue, New York, NY); Ten 23, (500 West 23rd Street, New York, NY); Time Warner Center (10 Columbus Circle, New York, NY); Beekman Tower at 8 Spruce Street, New York, NY; One World Trade Center, New York, NY; Seven World Trade Center, New York, NY; Hearst H.Q., (300 West 57th Street, New York, NY); Silver Towers (600 West 42nd Street, New York, NY); ONE 57, (157 West 57th Street, New York, NY); The Rushmore at 80 Riverside Boulevard, New York, NY.) c) Mechanical Engineer WSP Flack & Kurtz, having an office at 512 Seventh Avenue, 13thFloor, New York, New York 10018, is the mechanical engineer for the Building. The Mechanical Engineer has been providing engineering services for many years and has been the mechanical engineer for the following buildings: 15 Central Park West, NY; The Verdesian Battery Park City, NY; The Millennium Tower Battery Park City, NY; The Helena at 601 W 57th Street, NY; 508 W 24th Street, NY Condominium Budget Expert Sponsor has engaged Rose Associates, Inc., having an address at 200 Madison Avenue, New York, New York 10016, as Sponsor's Budget Expert. The Budget Expert estimated all amounts of income and expenses in "Schedule B - Estimated Budget for Projected First Year of Condominium Operation" in consultation with Sponsor. The Budget Expert has rendered a certification as to the adequacy of the First Year's Budget, which may be found in Part II of the Plan. Related Parties Sponsor and its principals have no affiliation with Selling Agent, Managing Agent, Sponsor's Attorneys, the Architects/Engineers or the Budget Expert, the Construction Professionals, or any person or firm who will provide services to the Condominium subsequent to the First Closing. Neither the Condominium Budget Expert, the Construction Professionals nor the Attorneys have any financial interest in the Property, the Units, the Condominium, or this offering, except for their fees for services rendered. No Pre-Sales Neither Sponsor nor its principals have entered into contracts or agreements, written or oral, or accepted any Deposits or advances of funds for the purchase of Units as of the Filing Date of the Plan. 00028828.DOC 153 REPORTS TO UNIT OWNERS It is the obligation of the Condominium Board to give all Unit Owners annually: 1. A financial statement of the Condominium prepared by a certified public accountant or public accountant, within approximately 120 days after the end of each fiscal year of the Condominium. Such statement shall be certified while Sponsor is in control of the Condominium Board. 2. At least 30 days' prior notice of the annual Unit Owners' meeting. 3. A copy of the proposed annual budget of the Condominium at least 30 days prior to the date set for adoption thereof by the Condominium Board. While Sponsor is in control of the Condominium Board, such budget shall be certified in compliance with Section 20.4 of the Regulations of the Department of Law. DOCUMENTS ON FILE Pursuant to the provisions of Section 352-e of the New York General Business Law, copies of the Plan, all documents referred to herein and all Exhibits submitted to the Department of Law in connection with the filing of the Plan shall be kept on file and available for inspection by Purchasers and their attorneys without charge, and for copying at a reasonable charge, at Sponsor's office for a period of 6 years after the First Closing. In addition, a set of Floor Plans showing the layout, locations and approximate dimensions of each Unit and its Unit number designation and tax lot number, certified by the appropriate governmental authority of The City of New York as conforming to the official tax lot number for each such Unit, will be filed in the Register's Office following the recording of the Declaration, and an additional set will be furnished to the Condominium Board. The Decl~ation and the By-Laws will be recorded in the Register's Office in advance of or concurrently with the First Closing. The recording of all deeds conveying individual Units will also be recorded in the Register's Office. 00028828.DOC 154 GENERAL The Plan does not knowingly omit any material fact or knowingly contain any untrue statement of any material fact. Sponsor believes that the Plan contains a fair summary of the material provisions of the documents referred to in the Plan, including those documents contained in Part II of the Plan. Copies are contained in Part II of the Plan of the forms of Declaration, By-Laws, Purchase Agreement, Unit Deed, Power of Attorney and other documents (which forms may be revised prior to their recordation or the First Closing, as applicable). Statements made in Part I of the Plan as to the provisions of such documents or any other document referred to in the Plan, copies of which are on file with Sponsor, are not necessarily complete. Each such statement is qualified in all respects by the contents of such documents and, in the case of any such document executed by or with the written consent of a Purchaser pursuant to the Plan, any rider or separate agreement changing or adding provisions to such document. There are no lawsuits or other legal proceedings now pending, or any judgments outstanding, which could materially and adversely affect this offering, the Purchasers of Units, the Property, the Condominium or the operation thereof, which are not covered by insurance. Since the Building will be newly constructed, there are neither commercial nor residential tenants occupying the Building As of the Filing Date of the Plan.