Harway Terrace, Inc.

2. Amendment 2

   This second amendment records that the plan was declared effective after shareholders approved the dissolution and reconstitution, sets the non-participating election deadline, updates the financial and board information, and states that no closing can occur until the Department of Law accepts the amendment and HPD issues a Letter of No Objection.

   • Plan declared effective by notice to Shareholders dated December 11, 2015
   • Dissolution and reconstitution approved on November 17, 2015 by 321 Eligible Dwelling Units (approximately 89%)
   • Shareholders may elect Non-Participating Shareholder status until March 15, 2016
   • No Closing until Department of Law accepts this Amendment and HPD issues a Letter of No Objection
   • Net Income of $379,023.00 for fiscal year ending June 30, 2015 shown in Exhibit B financial statements
   • Section T updated with current directors and officers and their term expiration dates (2016 to 2018)

1. Amendment 1 October 29, 2015

   The amendment changes the timing and notice rules for the shareholder vote and annual meetings, and clarifies that Section 8 benefits continue after dissolution while SCRIE, DRIE and other government subsidies end.

   • Board may hold the vote on the Plan after thirty (30) days and before three hundred sixty-five (365) days from acceptance for filing by the New York State Department of Law
   • Special meeting for the Plan vote set for November 17, 2015, with notice to HPD given September 18, 2015
   • Annual meeting notice must be served not less than ten (10) nor more than forty (40) days before the meeting
   • Shareholders receiving Section 8 benefits (eighteen (18) through HPD and two (2) through NYCHA) will continue to receive them after dissolution and reconstitution
   • Eighteen (18) shareholders receiving SCRIE or DRIE benefits will lose them; the Sponsor is not offering a substitute program
   • Shelter Rent Tax, SCRIE and DRIE subsidies terminate on dissolution and reconstitution; Section 8 is excluded from termination
   • Special Risk 3 and Section N rewritten to reflect these changes
   • Section 8 Benefits exhibit (Exhibit H-1) in Part II deleted in its entirety

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site.