70 Charlton Apartment Corp.

21. Amendment 21

    The amendment updates the unsold share count, board control and board members, the 2022 operating budget, working capital, a loan extension, prices for three apartments, and transfer tax rules.

    • Offering prices of Coop Apartments 17E, 19E and 20E changed (new prices in Exhibit 6)
    • Initial Control Period ended at the fifth annual meeting held July 13, 2022; Sponsor no longer controls the Board
    • As of September 1, 2022, 3 Coop Apartments and 3 Storage Bins remain unsold
    • 2022 Operating Budget adopted, with Sponsor's Budget Expert certification (Exhibit 3)
    • $601,210.04 on deposit in working capital account as of September 1, 2022
    • RM Note maturity extended from January 31, 2022 to January 31, 2023
    • Transfer tax section updated: NYS transfer tax rate and Supplemental Tax effective July 1, 2019
    • Tax Law change effective July 1, 2021 excludes grantee-paid NYS transfer tax from taxable consideration

20. Amendment 20

    This Twentieth Amendment changes the offering prices of certain Coop Apartments, extends the Plan by twelve months, and reports sales status, the 2021 operating budget, working capital, and an extended resident manager note as of August 13, 2021.

    • Offering prices of certain Coop Apartments changed (new prices in Exhibit 6)
    • Plan extended by twelve (12) months
    • As of August 13, 2021, Option Agreements closed for 87 of 92 Coop Apartments and 5 of 8 Storage Bins
    • Unsold Shares: 5 Coop Apartments and 3 Storage Bins (Exhibit 1); aggregate monthly Maintenance attributable to them approximately $28,311
    • 2021 Operating Budget adopted (Exhibit 2), with projected income and expenses of $4,183,004
    • Working capital account held $572,274.51 as of August 13, 2021
    • RM Note maturity extended from January 31, 2021 to January 31, 2022
    • 3 of 5 Board members are associated with Sponsor; Board nominations controlled by a committee of directors until the fifth annual meeting

19. Amendment 19

    This Nineteenth Amendment extends the Plan by twelve months and updates unsold shares, the unit count after a unit combination, the 2020 operating budget, working capital, the Resident Manager Note maturity, and the postponed annual meeting.

    • Plan extended by twelve (12) months
    • As of August 1, 2020, Option Agreements had closed for 72 of 92 Coop Apartments and 4 of 8 Storage Bins; 20 Coop Apartments and 4 Storage Bins remain unsold (listed in Exhibit 1)
    • Coop Apartments 14C and 14D combined into 14C/D, so the building has 91 rather than 92 Coop Apartments
    • Monthly Maintenance attributable to unsold shares approximately $73,791 as of August 1, 2020
    • 2020 Operating Budget attached as Exhibit 2, with projected income and projected expenses each $3,932,704
    • $474,588.51 in the working capital account as of July 1, 2020
    • Resident Manager Note maturity extended from January 31, 2020 to January 31, 2021
    • Fourth annual meeting of Tenant-Shareholders postponed due to COVID-19 restrictions; expected to be held by remote webinar at a later date

18. Amendment 18 2019

    This amendment updates the Sponsor's principals and states that it does not extend statutes of limitations for buyers who already closed.

    • Dana Roffman is no longer a principal of Sponsor, effective September 30, 2019
    • Gary Barnett and Adam Schwartz are the sole principals of Sponsor
    • Does not extend statutes of limitations for claims by Purchasers who closed before acceptance of this Amendment

17. Amendment 17 October 17, 2019

    The Seventeenth Amendment changes the offering price of one unsold apartment, Coop Apartment 14C at 70 Charlton, to $4,495,000.

16. Amendment 16

    This amendment updates the sales status, unsold-share costs, share loan, board control, 2019 budget, and transfer tax rules, and extends the Plan by twelve months.

    • As of July 1, 2019, 63 of 92 Coop Apartments and 2 of 8 Storage Bins were under closed Option Agreements, leaving 29 Coop Apartments and 8 Storage Bins unsold
    • Aggregate monthly Maintenance on the unsold apartments and storage bins was approximately $101,650 as of July 1, 2019
    • Share Loan of $5,161,355 (balance as of July 1, 2019) matures August 19, 2019; Sponsor is negotiating an extension with Wells Fargo
    • State Transfer Tax rate raised to 0.65% for Shares with a Purchase Price of $3 million or more; Mansion Tax raised on a progressive chart up to 3.9% for $25 million or more
    • Plan extended by twelve (12) months
    • Four of the 5 Board members are associated with Sponsor; Sponsor controls the Board
    • Apartment Corporation continues to operate under the 2019 Budget, which projects $3,926,829 in expenses, down $146,537 from 2018
    • Working capital account held $390,033 as of July 1, 2019

15. Amendment 15 February 15, 2019

    This amendment lowers 2019 Maintenance to about $351.18 per Share under a new budget, restricts guest and Lounge use of the pool, fitness center and lounge, restates the smoking policy, and updates the FinCEN disclosure.

    • Maintenance reduced to approximately $351.18 per Share as of January 1, 2019, about 4% lower under the 2019 Budget
    • Guests using the Pool or Fitness Center must be accompanied by a Shareholder or resident at all times and must be listed on the Pool and Fitness Center Waiver & Release Form
    • Lounge use limited to one (1) hour a day unless reserved, with reservations first come, first served and subject to the managing agent's discretion
    • Smoking policy from the Ninth Amendment restated, prohibiting smoking inside Apartments, on Terraces and in all other interior and outdoor areas of the Property
    • Option Agreements entered into after this Amendment will include a new provision acknowledging the Smoking Policy
    • FinCEN disclosure updated, noting the Geographic Targeting Order covers transactions closing from November 17, 2018 to March 15, 2019 (subject to extension)
    • Exhibit 2 adds a certification by the Sponsor's Budget Expert, Penmark Property Advisors, LLC, that the 2019 Budget appears reasonable and adequate

14. Amendment 14 December 28, 2018

    Sponsor changes the offering price of Coop Apartment 14C at 70 Charlton to $4,650,000.

13. Amendment 13

    This Thirteenth Amendment updates the sales status and unsold-share counts as of July 31, 2018, reports that the Sponsor controls the board, and discloses the end of the maintenance partial waiver, changes to the share loan and bonus rent, and a federal tax law change.

    • 44 Coop Apartments and 7 Storage Bins remain unsold as of July 31, 2018; 48 of 92 Coop Apartments are under option agreements
    • Sponsor controls the Board: 4 of the 5 directors are associated with Sponsor, and it may keep that control for about five years after the January 27, 2017 First Annual Meeting
    • Maintenance partial waiver ended November 1, 2017, and full Maintenance collection began
    • Share Loan maturity extended by one year to August 19, 2019; outstanding balance was $41,492,969.10 as of July 31, 2018
    • Tax Cuts and Jobs Act of 2017 may make the Plan's tax information and projections inaccurate; buyers should consult a tax expert
    • Bonus Rent commenced November 25, 2017 at $270,682 per year, less than the estimated $272,430 per year in Schedule B
    • Monthly Maintenance attributable to unsold shares was approximately $164,847 as of July 31, 2018
    • Retail lease rent allocation in Note 3 to Schedule B is clarified

12. Amendment 12 April 4, 2018

    The Sponsor changes the offering price of Coop Apartment PHD at 70 Charlton to $8,495,000.

11. Amendment 11 October 25, 2017

    This amendment sets new offering prices for 21 Coop Apartments at 70 Charlton, listed in Exhibit 1, and leaves the rest of the Plan in full force.

    • New offering prices set for 21 Coop Apartments, listed in Exhibit 1
    • Lowest new price is 1,650,000 (10G); highest is 9,500,000 (PHD)
    • Amendment does not state whether each price rose or fell from the prior price
    • All other Plan terms remain in full force and effect

10. Amendment 10 ____________, 2017

    This Tenth Amendment updates the sales status (36 of 92 apartments under option agreements), the Share Loan balance, new working capital and late-fee rules adopted by the Board, and a minor floor plan change for Coop Apartment PH-D.

    • Each purchaser, including resale purchasers, must pay working capital equal to two months' Maintenance at closing (Board action effective August 7, 2017)
    • A $250 late fee applies to overdue Maintenance or other sums, and amounts unpaid for one month or more accrue 16% per annum interest
    • As of August 18, 2017, Option Agreements had closed for 36 of 92 Coop Apartments and none of 8 Storage Bins; 56 Coop Apartments and 8 Storage Bins remain unsold
    • Share Loan balance was $53,956,533.19 as of August 21, 2017; it matures August 19, 2018, with a one-year extension option for Sponsor
    • Floor plan of Coop Apartment PH-D revised: one approximately 10 sf master bedroom closet removed and bedroom #2 closet relocated and reduced by about 1.5 sf; total area unchanged
    • Working capital account held $205,489.99 as of August 18, 2017
    • Financial statements for the First Year of Cooperative Operation (which began January 31, 2017) will be included in a future amendment
    • All current Board directors are affiliated with Sponsor, which controls the Board

9. Amendment 9

   This amendment reports the January 31, 2017 first closing, the remaining unsold shares, the maintenance waiver period, the PCO escrow, a new no-smoking rule, and other updates to the plan.

   • First Apartment Closing occurred January 31, 2017 for Coop Apartment 5C; 91 Coop Apartments and 8 Storage Bins remain unsold and owned by Sponsor
   • Partial maintenance waiver period anticipated to end not sooner than July 31, 2017; Minimum Maintenance collected meanwhile, approximately $302,351.00 aggregate monthly
   • PCO escrow of $10,168,850.00 held by Escrow Agent at Wells Fargo Bank, National Association
   • No-smoking policy expanded to ban all smoking in and around the Building for Shares acquired under Option Agreements from this amendment's date onward
   • New initial 5-member Board of Directors elected at First Annual Meeting held January 27, 2017
   • Working Capital of $5,670.00 deposited as of February 1, 2017
   • Amended and Restated RM Note dated as of January 24, 2017 replaces the Original RM Note
   • Updated Description of Property and Specifications dated as of January 17, 2017 added

8. Amendment 8 January 24, 2017

   This Eighth Amendment changes the offering prices for a number of coop apartments and attaches an updated Schedule A showing current prices for all coop apartments and storage bins.

   • Offering prices changed for a number of coop apartments
   • Updated Schedule A (Exhibit 1) shows current offering prices for all coop apartments and storage bins
   • Schedule A covers the first year of cooperative operation, December 1, 2016 - November 30, 2017
   • Schedule A also lists estimated maintenance and tax deduction figures with and without 421A benefits

7. Amendment 7

   Sponsor declares the plan effective based on Option Agreements for 34% of the Coop Apartments, corrects Schedule A and lowers estimated Maintenance to about $365.86 per Share, raises title insurance costs, and revises the tax language on the Retail Leases.

   • Plan declared effective: Option Agreements received for 31 Coop Apartments, 34% of those offered (15% required)
   • Maintenance reduced to approximately $365.86 per Share (assuming Section 421-a Benefits are awarded), due to higher Retail Lease rent in the updated First Year's Budget
   • Schedule A corrected for an arithmetical error: Maintenance decreases for each block of Shares, RM Share decreases for about half the blocks and increases by less than 1% for the rest
   • Title insurance increased by approximately $200,380,000 at an anticipated cost of $551,944.80; total Title Insurance Cost approximately $842,148.68, or about $84.21 per Share
   • Tax considerations for the Retail Leases revised: Apartment Corporation's basis may be lower and it may have greater tax liability if the Ground Lease is sold or terminated
   • Apartment Corporation's address changed to c/o Extell Management Services Inc., 805 Third Avenue, Seventh Floor, New York, New York 10022

6. Amendment 6 September 22, 2016

   This amendment changes the offering prices of Coop Apartments 4E, 6E, 8E and 12E, and replaces Schedule A with an updated version that corrects the prices for 2E through 12E and shows current prices for all Coop Apartments and Storage Bins.

   • New offering prices: 4E 2,160,000.00; 6E 2,245,000.00; 8E 2,325,000.00; 12E 2,530,000.00
   • Schedule A corrected: 2E through 12E had carried Second Amendment prices instead of the Fourth Amendment prices
   • Updated Schedule A shows current prices for all Coop Apartments and Storage Bins

5. Amendment 5

   This amendment revises Schedule A by removing an irrelevant column, updates the architect's report with larger washers/dryers in Coop Apartments 11A-14A and minor ceiling height changes, and updates floor plans for several apartments.

   • Schedule A revised to remove column 3b, "Residential Common Interest," which the amendment says is not pertinent to this offering
   • Architect's report updated as of May 3, 2016 to note larger washers/dryers in Coop Apartments 11A-14A
   • Architect's report updated to note de minimis changes to ceiling heights on certain floors
   • Floor plans updated for Coop Apartments 15A, 31D-12D, 3E-12E and 14-21E, with minor changes (shown by bubbles) necessitated by site conditions

4. Amendment 4 March 16, 2016

   This Fourth Amendment changes the offering prices of certain Coop Apartments at 70 Charlton, as shown on Exhibit 1, and otherwise leaves the Plan in full force and effect.

   • New offering prices set for Coop Apartments listed on Exhibit 1
   • Listed prices range from $2,080,000 (2E) to $2,510,000 (12E)
   • One Exhibit 1 price of $2,120,000 has no readable apartment number
   • All other Plan terms remain in full force and effect

3. Amendment 3 November 30, 2015

   The amendment changes the option agreement's premium payment schedule and related enforcement and assignment terms, adds storage bin sublease rules, and revises the floor plan for Coop Apartments 17A-21A.

   • Option premium of 25% of Purchase Price now paid in three installments instead of two: 10% at signing, 10% within six months after the Option Agreement date (no later than Closing), and 5% within twelve months (no later than Closing)
   • Sponsor may recover unpaid Additional Premium, Final Premium, Special Work and Restoration Payments through Expedited Arbitration
   • Purchaser is liable for Sponsor's legal fees and expenses in defending or enforcing the Option Agreement, whether or not Sponsor prevails
   • Purchaser's one-time no-consent assignment revised to "(i) Purchaser and an immediate family member of Purchaser or (ii) an immediate family member of Purchaser"
   • Storage bins may be owned only by Tenant-Shareholders who also own a Coop Apartment, and may be subleased only to another Shareholder or with a sublease of the appurtenant Coop Apartment
   • "Event Beyond Sponsor's Reasonable Control" deleted and replaced with "force majeure event"
   • Floor plan of Coop Apartments 17A-21A revised: master bathroom shower 6 inches wider, adjacent closet 6 inches wider, master bedroom 6 inches narrower; total square footage unchanged; purchasers with existing Option Agreements to receive a Modification of Option Agreement
   • Escrow Account interest rate on Premium Payments stated as 0.10% per year as of October 8, 2015

2. Amendment 2 October 7, 2015

   This Second Amendment sets new offering prices for certain Coop Apartments, listed in Exhibit 1, and leaves the rest of the Plan in effect.

   • New offering prices set for certain Coop Apartments, listed in Exhibit 1
   • Exhibit 1 includes 2B at $1,215,000 and PHD at $11,950,000
   • All other Plan terms remain in full force and effect

1. Amendment 1 August 14, 2015

   The sponsor changes the offering prices of 10 coop apartments at 70 Charlton, as listed in Exhibit 1.

   • Offering prices changed for 10 coop apartments (Exhibit 1)
   • 11A: $2,720,000; 12A: 2,750,000
   • 14A: $2,880,000; 15A: $5,120,000
   • 16A: $3,670,000; 17A: $3,150,000
   • 18A: $3,200,000; 19A: $3,250,000
   • 20A: $3,300,000; 21A: $3,350,000

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