twenty-first amendment to the offering plan premises

TWENTY-FIRST AMENDMENT TO THE OFFERING PLAN Premises:

FRANKLIN PLACE 5 Franklin Place a/k/a 371 Broadway

New York, NY 10013

This Amendment Modifies And Supplements The Terms Of The Offering Plan Dated Approximately May 2, 2013, And Should Be Read In Conjunction with Said Plan, as Amended.

1. As of the date of this amendment, three (3) Residential Units, three (3) Storage Rooms, five (5) Parking Space Licenses, and two (2) Storage Bin Licenses remain unsold ("The Unsold Units"). The Unsold Units are as follows:

Unsold Unit Status PHA Unsold/Under Contract

17B Unsold PHB Unsold/Under Contract SR-3 Unsold SR-12 Unsold/Under Contract SR-16 Unsold/Under Contract P-1 Unsold P-3 Unsold P-4 Unsold P-5 Unsold

P-7 Unsold SBC-2 Unsold SBC-9 Unsold

2. Estimated Offering Price, Monthly Common Charges and Estimated Monthly Real Estate Taxes for the Unsold Residential Units are as follows:

Percentage Projected Common Projected Monthly Monthly

Unit Interest Offering Price Common Charges RE Taxes

PHA 4.8825% $10,000,000.00 $4,827.78 $2,724.08

17B 3.0272% $6,950,000.00 $2,993.25 $1,688.96

PHB 3.0282% $6,000,000.00 $2,994.34 $1,689.52

3. As of the date of this amendment and subject to the terms of the Offering Plan, Monthly Common Charges for the Unsold Units owned by Sponsor are $10,815.37. The aggregate Monthly Estimated Real Estate Taxes for all Unsold Units owned by Sponsor are approximately $6,1 02.56.

4. The Condominium is in its first year of operation and is using the Budget contained in the Offering Plan as amended. The updated Budget Certification is attached hereto as Exhibit "A."

5. The first closing of a Unit under the Offering Plan occurred on December 14, 2015. Therefore, no Financial Statements of the Condominium association are available at the time of this Amendment. The Condominium's Financial Statements will be included in an amendment when issued.

6. There are no financial obligations of the Sponsor to the Condominium which will become due within twelve ( 12) months from the date of this amendment (other than payment of Common Charges).

7. The Unsold Units are subject to a mortgage held by Bank Leumi USA, 579 Fifth Avenue, New York, 10017. The maturity date ofthe mortgage loan is June 22,2016. The aggregate principal balance due is approximately $4,000,000.00. Sponsor anticipates the balance to be paid off at scheduled Unit Closings. Monthly payments consist of the interest payments, and the loan is being paid down with the proceeds of Unit Sales.

8. The means by which any payments or obligations disclosed in paragraphs numbered 3 and 7 above will be funded are as follows:

Rents from the Unsold Units, if any, a percentage of sales proceeds from Unsold Units and Sponsor's own funds.

9. None of the Residential Units are currently rented.

10. The Sponsor is current on all financial obligations, including, but not limited to, Common Charges. Sponsor has been current on such obligations since the First Unit Closing and/or during the last Twelve ( 12) months.

11. There are no other buildings in which the Sponsor or a principal of the Sponsor, as individual holders of unsold shares or units or as a general partner or a principal of the sponsor or holder, own more than ten percent (10%) of the shares or units except:

One West End Avenue Condominium, 1 West End Avenue New York, NY 10023, File No. CD14-0259

The offering plan for the One West End Avenue Condominium is on file with the Department of Law and is available for public inspection.

The Sponsor and/or principals of the Sponsor are current on all of their obligations under the offering plan for One West End A venue Condominium.

12. As of the date of this amendment, the First Unit Owner's Meeting has not yet occurred. The Board of Managers of the Condominium is controlled by Sponsor and consists of the following Members who have been designated by Sponsor:

Y oel Shargian Alison Greene Alex Olsen

President Vice-President Secretary

Yoel Shargian, Alison Greene, and Alex Olsen are employees of the Sponsor and/or affiliates of Sponsor, and they maintain an office at c/o El Ad US Holding, Inc., 575 Madison Avenue, 22nd Floor, New York, New York 10022.

Sponsor shall relinquish voting control of the Board of Managers upon the earlier of(i) the transfer of title to Units, the percentage Common Interest of which, in the aggregate, equals at least ninety percent (90%) or (ii) five (5) years after the First Unit Closing. However, Sponsor will call for the first annual meeting of the Unit Owners to elect a new Condominium Board consisting of seven (7) managers, within thirty (30) days after the earlier of (i) one hundred twenty (120) days after the date on which seventy-five percent (75%) of all the Units have been conveyed to Unit Purchasers; (ii) the closing of title to Residential Units whose percentage of Common Interest equals, in the aggregate, at least ninety (90%) percent or (iii) two (2) years after the First Unit Closing.

13. The first temporary certificate of occupancy ("TCO") for certain Residential Units at the Premises was issued by the Department of Buildings of the City of New York (the "DOB") on December 4, 2015. The most recent TCO, which covers all Residential Units at the Premises, was issued by the DOB on May 25, 2016 and covers the period of the date of issuance through August 23, 2016, a copy of which is attached hereto as Exhibit "B." Sponsor shall continue to renew the TCO until obtaining the Final Certificate of Occupancy pursuant to its obligations under the Plan.

14. The effective period for using the Offering Plan is extended for twelve (12) months from the date of this Amendment.

15. Except as herein defined, all capitalized terms used in this Amendment which are defined in the Offering Plan shall have the respective meaning ascribed to such terms in the Offering Plan.

16. The Offering Plan, as amended and supplemented by this Amendment, is incorporated herein by reference with the same force and effect as if set forth at length. This Amendment governs and supersedes any inconsistency in the Offering Plan.

17. There are no other material changes to the terms of the Offering Plan, except those set forth in this Amendment.

[No further text on this page; Signature page to follow]

Dated: ------' 2016

Sponsor: BROADWAY 371, LLC

'\;/ ~- . ~'6/) ) By:_t_-:J..;;.../;_~ ____ . __ ._

1_ J~----'.~:=-:_\"--.i __

Sheara Arbit, Authorized Signatory

EXHIBIT A

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RESIDENTiAL

CERTIFICATION BY EXPERT OF THE ADEQUACY OF SCHEDULE B

PURSUANT TO SECTION 20.4(d) OF THE REGULATIONS ISSUED PURSUANT TO GENERAL BUSINESS LAW, ARTICLE 23-A,

AS AMENDED

June 8, 2016

Nevv York State Department of Lavv 120 Broadway, 23rd Floor New York, Ne\V York 10271 Attn: Real Estate Finance Bureau

Re: ~~Franklin Place'~

Premises: 5 Franklin Place a/kla 371 Broadway New York, New York

The Sponsor of the condominium offering plan for the captioned property retained our firm, FirstService Residential Ne\v York, Inc.~ to review revised Schedule B, Schedule B-1, and Schedule B-2~ containing projections of income and expenses for the first year of condominium operation.

Our experience in this field includes Inanagement of the operation of comparable condominium and cooperative and rental properties in Manhattan for over 25 years. FirstService Residential New York, Inc. is a licensed restate brokerage and management firm actively involved in the management of over 250 cooperative, condominitun, and rental properties since 1987.

We understand that we are responsible for complying with Article 23-A of the General Business Law and the regulations promulgated by. the Attorney General in Part 20 insofar as they are applicable to revised Schedule B, Schedule B-1, and Schedule B-2.

We have reviewed revised Schedule B, Schedule B-1, and Schedule B-2 and investigated the facts set forth in the Schedules and the facts underlying them with due diligence in· order to form a basis for this certification. We also have relied on our experience in managing residential buildings.

We certify that the projections in revised Schedule B, Schedule B-L and Schedule B-2 appear reasonable and adequate under existing circun1stances~ 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 Schedules:

622 Third Avenue 1 New York. NY 10017 Tef 212.634.8900 1 Fax 212.634.3946

www.fsresidential.com

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

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

(iii) do not omit any 1naterial fact;

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

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

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

(vii) do not contain any representation or statement \Vhich is false, where we: (a) kne\\7 the truth; (b) \Vith reasonable effort could have known the truth; (c) made no reasonable effort to ascertain the truth, or (d) did not have knowledge concerning the representations 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 of the income and expenses for the first year of condon1inium operation.

This 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 of the General Business Law and Penal Law.

~n to before n1e this

Gt!--dayob~Ju 2.0.·16

L / '/ .J '

N otaryk'Ublic

Senior Vice President New Development Group

FirstService

EXHIBITB

6

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Buildings Certificate of Occupancy

CO Number: 104402816T005 This certifies that the premises described herein conforms substantially to the approved plans and specifications and to the requirements of all applicable laws, rules and regulations for the uses and occupancies specified. No change of use or occupancy shall be made unless a new Certificate of Occupancy is issued. This document or a copy shall be available for inspection at the building at all reasonable times.

A. Borough: Manhattan Block Number: 00175 Certificate Type: Temporary

Address: 371 BROADWAY Lot Number(s): 31 Effective Date: 05/25/2016

Building Identification Number (BIN): 1001937 Expiration Date: 08/23/2016

Building Type: Altered

For zoning lot metes & bounds, please see BISWeb.

B. Construction classification: 1-B (1968 Code)

Building Occupancy Group classification: R-2 (2008 Code)

Multiple Dwelling Law Classification: HACA

No. of stories: 19 Height in feet: 210 No. of dwelling units: 51

c. Fire Protection Equipment: Standpipe system, Fire alarm system, Sprinkler system

D. Type and number of open spaces: None associated with this filing.

E. This Certificate is issued with the following legal limitations: None

Outstanding requirements for obtaining Final Certificate of Occupancy:

There are 19 outstanding requirements. Please refer to BISWeb for further detail.

Borough Comments: None

Borough Commissioner Commissioner

DOCUMENTCONTINUESONNEXTPAGE


CO Number:

Permissible Use and Occupancy

Page 2 of 5

104402816T005

All Building Code occupancy group designations are 1968 designations, except RES, COM, or PUB which are 1938 Building Code occupancy group designations.

Building Maximum Live load Code

Floor persons lbs per occupancy From To permitted sq. ft. group

CEL 5 OG D-2

Dwelling or Rooming Zoning Units use group Description of use

2 ELECTRICAL,GAS WATER METER ROOMS, TELECOM ROOM, FIRE PUMP, MECHANICAL ROOM

CEL ____ 2=----,--~-·~oG'"'"'""'"'"'"'"'""'""'8~2---~=N~----~·-NNNN-·~--,=-~"~"'"'"2""-W'M'-'M'W~WM'M'mWN BICYCLE STORAGE ROOMS FOR w30 "BICYCLES-

CEL 3 OG

CEL 1 OG

"""'-·~-w--=-w

ME 15 z

001 107 100

001 100

B-2

E

N

B-2

c

B-2

2

2

COMPACTOR ROOM, RETAIL STORAGE, LAUNDRY ROOM

SUPER'S OFFICE

6 RETAIL SPACE

2 ACCESSORY CAR PARKING ENTRANCE

!·-o·"'~o~1-"·~-~2-·--·w=·-1cio"="·"·-"'"'·==""'j:2--···"'"'"'"'-·"'·==·=""'""'"="'···w=Y==m=Y=·=2-="-===~=~FrEsloENTIALLOBBY~M·ATLR.00rvf"'p:Ac'KJ\(rf=·==,

ROOM

002 11 40 c 6 RETAIL SPACE

002 40 J-2 4 2 4 APARTMENTS

003 40 J-2 0.5 2 (1/2 APT.) LOWER LEVEL DUPLEX

··~


DOCUMENT CONTINUES ON NEXT PAGE

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CO Number: 104402816T005

Permissible Use and Occupancy All Building Code occupancy group designations are 1968 designations, except RES, COM, or PUB which

are 1938 Building Code occupancy group designations. Building

Maximum Live load Code Dwelling or Floor persons lbs per occupancy Rooming Zoning From To permitted sq. ft. group Units use group Description of use

~-·.,~-·-"'"'"·'·'''"'"·"--•~wu•~•~--·~.~·~·••-•mm-~•-"•-=••w•-·••-•m·•-•=•-•·~·~~-•~•m••mwm••Mw-•~=••wm•~·~~wm•·~•mmmm•w-m••~----·~~·w.wuA=~--N-.w-•~•==--•~"-·-•-••~.~-~-·••w•

004 40 J-2 2 2 2 APARTMENTS, TENANT STORAGE B-2

004

•'"oo5 _____ .... _.M ... ~-----~4a--·-·--····-·"" .. ~j-:2M·Mw··~~-~---·~2·------~ ................ --.. 2---.. ----...... _2APARTM.ENTS,-TE-NANT STORAGE--~~--···--

B-2

2 (1/2 APT.) LOWER LEVEL DUPLEX

006 40

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--~. =-=-'>~NmM'>'ii'~-~IYWOMWWM'h'>i!'.V,Y.W~n;q,, ... ~~-~>.h"""-~'"'-''-"'"""""~•·>>•"'"l"R>._,.,.IYM.'AVA'=~"""-=-~'-""-~~~~N.-..·..,.........,.·,.,.·,·"""""'~"""~~'N',_,"W»,_,-;-......-....-.... .....,-...-.-.~-.,.y,-,.,w...-.-.v...-~.-.v ... v.-. ...... wo,~v.~·····M·.WN"H...W.•M'-VN..'HJi!""..W,..,..-~W'/NM'>M•>o"i?.W.'h' ... WO>."'

007 40 B-2 2 TENANT'S SRORAGE ROOMS




CO Number:

Permissible Use and Occupancy

Page 4 of 5

104402816T005

All Building Code occupancy group designations are 1968 designations, except RES, COM, or PUB which are 1938 Building Code occupancy group designations.

Building Maximum Live load Code Dwelling or

Floor persons lbs per occupancy Rooming Zoning From To permitted sq. ft. group Units use group Description of use


009 012

013

013

014

014

015

016

017

40 J-2 B-2

4 2 4 APARTMENTS ON EACH FLOOR, STORAGE ~ROOM

4a~·--w-.w--~·~·-s:2~~~·~-,·~--~·~--~~-~-~2~---~--~-,T-ENANT7S-STORAGE-·Fro6w~.f(14T'I::r-~"~-~~~~

BLDG.FLOOR)

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40 J-2 4 2 4 APARTMENTS (14TH BLDG. FLOOR)

40 B-2 2 TENANT'S STORAGE ROOM (15TH BLDG.FLOOR)

40 J-2 3.5 2 (15TH BLDG. FLOOR) 3 APARTMENTS AND LOWER PORTION OF DUPLEX

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UPPER PORTION OF DUPLEX

40 J-2 2 2 2 APARTMENTS (17TH BLDG.FLOOR)

40 J-2 1 2 1 APARTMENT (18TH BLDG.FLOOR)

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017 40 J-2 0.5 2 (1/2) APT.) LOWER LEVEL DUPLEX (18TH BLDG.FLOOR)



of 5


CO Number: 1044028161005

Permissible Use and Occupancy All Building Code occupancy group designations are 1968 designations, except RES, COM, or PUB which

are 1938 Building Code occupancy group designations. Building

Maximum Live load Code Dwelling or Floor persons lbs per occupancy Rooming Zoning From To permitted sq. ft. group Units use group Description of use

"-61'"8"~·,·-~·~= '"'==--'~'=w.··~·'4()'"M""M>=,,· ... M=·:J':2=,==,=w.,, "()~5''-"" ... ~·-"· . , 2 "(1/2"'APTTLOWERT:EVE,l.DUPLEX(1SfH'~==,=·"'='""

BLDG.FLOOR)

·a1'"9"''~--,.",,~---~·~-~"-=4o -==-·--·~-"-·:J:r·-»-·==----·-a~5-==·-"=M=·="--2=---=""···-·~ .. ,·-Ti72"Ai5f)TiPPE.i:f"CEVEL=oTfPLEX~APT .. (20TH-·---BLDG. FLOOR)

RO 100 D-2 2 COOLING TOWER, STAIR AND ELEV. F BULKHEADS, BOILER ROOM, ELECTRICAL

ROOM (BULKHEADS)

Ra'"·'"··~-·===-~-·· 100 J-2 2 ACCESSORY RECREATION AND SWIMMING .F POOL, ELEVATOR MACHINE (MAIN ROOF)

NOTEs:~ii=IE'sE''"f'kE-MisEs--co'Nsls:'toF'-f'Ax l.o:r#2"s:···-3cr&-93o1":·THE''?i=iXvE'8EEr:r5E'c['AR:'Eo6"r\iE,.Sif:J"G[E-ZONii~J'C3To'T1c5""8E"""''''""''" SUBJECT TO SECTION 12-10ZR. AS TO OWNERSHIP ZONING DECLARATION FILED TO BE RECORDED IN THE COUNTY CLERK'S OFFICE CRFN#2007000145379 NOTE: THIS IS A QUALITY HOUSING DEVELOPMENT

END OF SECTION


END OF DOCUMENT 104402816/005 5/25/2016 5:23:22 PM

twenty-first amendment to the offering plan premises

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