Washington Plaza Owners Corp.

14. Amendment 14

    This Fourteenth Amendment extends the Plan's term by twelve months, lists the Sponsor's unsold shares and updates Schedule A, and restates the Sponsor's financial status and Board control.

    • Plan term extended for twelve (12) months from the date the amendment is accepted for filing by the Department of Law
    • List of Unsold Shares annexed as Exhibit 3
    • Updated Schedule A annexed as Exhibit 4
    • 2019 certified Statement of Operations of Washington Plaza Owners Corp. annexed as Exhibit 1
    • Sponsor states it is current in its financial obligations under the Plan and has been for at least the last twelve months
    • Sponsor will fund obligations from rental income of Unsold Apartments, with personal funds as backup; no security is posted and no guaranty is provided
    • Sponsor currently controls the Board; it may not appoint or nominate a majority of Board members after five years from the Closing Date or when 50% of Apartments are sold, whichever occurs first

13. Amendment 13

    This amendment extends the Plan's term by twelve months, raises maintenance to $1.7699 per share per month effective January 1, 2019, annexes the 2018 financial statement and 2019 budget, and updates the unsold share, Sponsor financial, and Board disclosures.

    • Plan term extended 12 months from the date the Department of Law accepts this amendment for filing; Plan may not be used after that unless further amended or extended
    • Maintenance raised to $1.7699 per share per month effective January 1, 2019
    • Certified 2018 operating cost statement (Exhibit 1) and 2019 Budget (Exhibit 2) annexed
    • 113 apartments with 68,998 shares (60.18% of total shares) held by Sponsor as Unsold Shares; list in Exhibit 3
    • Monthly maintenance paid on Unsold Shares is $121,420.45; monthly rent from Unsold Apartments is $159,307.09
    • Sponsor funds its obligations from rental income, with personal funds if rental income is insufficient; no security or guaranty is posted
    • Sponsor controls the Board; may not nominate a Board majority after five years from the Closing Date or when 50% of Apartments are sold, whichever occurs first
    • Board members listed as Marilyn Sollar McCormack, John Busch, John Bonacci, Damion Martin and Daniel Robinson

12. Amendment 12

    This Twelfth Amendment adds a tenant buyout offer with payments set by Exhibit 1, revises Schedule A for a 2% increase and several room counts, replaces the Contract of Sale for unsold shares, and adds a smoking policy and FinCEN reporting notice.

    • Buyout offer to non-purchasing tenants: lump-sum Surrender Payment per Exhibit 1 chart, open for 45 days or until 25 tenants accept, whichever occurs first
    • Surrendering tenants must vacate within 90 days after the 45-day period and waive their right to purchase any apartment under the Plan
    • New Schedule A reflects a 2% increase effective January 1, 2019
    • Apartments C25, C35, C55, D22, D31, D32, D41, D42, D51, D52 and D61 changed to two bedrooms; D5 and D35 changed to three bedrooms
    • New Contract of Sale for future sales of Unsold Shares, with language clarifications in Paragraphs 33, 34, 37, 45 and 49
    • Smoking Policy effective August 9, 2018: smoking prohibited in lobbies, common hallways, stairways, mailrooms, laundry facilities, basement, fire escapes, rooftops and elevators
    • FinCEN disclosure: title companies must report certain purchaser identities for qualifying closings on or after November 17, 2018
    • Tenant buyout notice added as Exhibit 7

11. Amendment 11 July , 2018

    This amendment raises the price per share for outside (non-tenant) purchasers to $1300 and replaces Schedule A with a new version showing the revised price per unit for those buyers.

    • Price per share to Non-Tenants increased to $1300 per share, effective immediately
    • New Schedule A (Exhibit 1) reflects the new allocated price per Unit for Non-Tenant Purchasers
    • No other material changes

10. Amendment 10 June 1, 2018

    The amendment extends the plan's offering period by twelve months, raises maintenance to $1.7352 per share per month, combines units B63 and C63 into one three-bedroom apartment, refinances the building's mortgage, and raises the buyer legal fee to $1,500.00.

    • Plan term extended for twelve (12) months from the date the Department of Law accepts this amendment for filing
    • Maintenance raised to $1.7352 per share per month effective February 1, 2018, with updated Schedule A for all units
    • Apartments B63 and C63 combined into one three-bedroom unit; total apartments reduced to 193 and apartments offered reduced to 188
    • Apartment Corporation mortgage refinanced March 15, 2018 with New York Community Bank: principal $7,700,000.00, 3.75% annual interest, $35,060 per month, maturity April 1, 2028
    • Purchaser legal fees payable to Sponsor's counsel increased from $1,400.00 to $1,500.00; interim lease requests require $500.00 in advance
    • New form of Contract of Sale of Unsold Shares applies to future sales after acceptance for filing
    • Tax information in the plan may be inaccurate because it reflects pre-2018 federal law under the Tax Cuts and Jobs Act; buyers should consult a tax expert
    • Sponsor controls the Board; the Board may not be appointed or nominated by Sponsor for a majority after five years from the Closing Date or when 50% of Apartments are sold, whichever occurs first

9. Amendment 9

   This Ninth Amendment adds a time-limited offer to non-purchasing tenants to end their leases for a lump-sum buyout payment, and states there are no other material changes to the Plan.

   • Lease buyout offer added for non-purchasing tenants, with lump-sum Surrender Payments set by the Exhibit 1 chart
   • Offer ends when 25 tenants accept or 45 days after presentation of the Amendment, whichever occurs first
   • Tenants must sign the Surrender Agreement within the 45-day period and vacate within 90 days after it ends
   • Accepting tenants waive their right to purchase their apartment and all other rights under the Plan
   • Payment is made only after rent is paid in full, the apartment is left broom clean, and a notarized release is signed
   • Sponsor must post lobby notices when 20, 25 and 30 tenants accept, and two days before expiration
   • Department of Law takes no position on buyouts; tenants are advised to consult counsel and may have difficulty finding comparable housing
   • No other material changes to the Plan

8. Amendment 8

   This amendment extends the offering plan's term by twelve months, raises maintenance charges effective June 1, 2017, and updates the unsold-share, sponsor financial, and board control disclosures.

   • Maintenance increased by $0.049 to $1.6846 per share per month, effective June 1, 2017
   • Plan term extended 12 months from the date the Department of Law accepts this amendment for filing
   • 145 unsold apartments (89,923 shares) held by Sponsor, listed in Exhibit A
   • Sponsor controls the Board; it may not appoint a majority after five years from the Closing Date or when 50% of the Apartments are sold, whichever occurs first
   • Sponsor reports $147,078.00 aggregate monthly maintenance paid on Unsold Shares and $176,090.00 aggregate monthly rent received from Unsold Apartments
   • Certified 2016 financial statement (Exhibit B) and 2017 Budget (Exhibit C) annexed

7. Amendment 7

   This amendment offers non-purchasing tenants lump-sum buyout payments to vacate, and it discloses the renovation and electrical specifications for apartments not sold to tenants and adds floor plans for renovated units.

   • Non-purchasing tenants offered lump-sum Surrender Payments (amounts per Exhibit 1 chart) to vacate and waive purchase rights
   • Buyout offer open for 45 days from presentation or until 30 tenants accept, whichever occurs first
   • Surrendering tenants must vacate within 90 days after the 45-day period
   • Payment conditions: rent paid in full, apartment left broom clean, notarized release signed
   • Apartments not sold to tenants to be fully renovated before Closing, including new kitchen and bathroom fixtures
   • Renovated apartments' interior doors replaced with single-panel wood doors
   • New electrical panels: single phase 120/240 volts, 40 amps, except C1, C21, C31, C41, C51, C61, D3/4, E54/55 and E61/62 at 100 amps
   • Additional floor plans for renovated apartments added as Exhibit 4

6. Amendment 6 December - 2016

   This Sixth Amendment extends the offering plan's term by six months, raises subscribers' closing legal fees, updates the unsold shares and renovation terms for vacant apartments, and adds new house rules.

   • Plan term extended six months from the date the Department of Law accepts this amendment for filing
   • Legal fees paid by subscribers at each closing increased from $1,150.00 to $1,400.00, not affecting subscription agreements already executed
   • 142 apartments with 88,272 shares remain unsold and will be held by Sponsor (listed in Exhibit 1)
   • Vacant apartments not sold "as is" will be fully renovated before closing, including Italian cabinetry, stainless steel appliances, and solid oak flooring
   • Pets permitted only case-by-case with written Board approval
   • Apartments must be carpeted to 80% of floor area within thirty days of move-in
   • Shareholders may not let odors from food, cigarette smoke, or other sources leave their apartments
   • Conversion closing occurred October 25, 2016, with a Working Capital Fund of $42,345.03 deposited

5. Amendment 5

   This amendment raises the price per share for non-tenant buyers by 15% to $1125 and replaces Schedule A with a new per-unit price schedule for those buyers.

   • Price per share to Non-Tenant purchasers increased by 15% to $1125 per share, effective immediately
   • New Schedule A (Exhibit 1) sets the revised allocated price per Unit for Non-Tenant Purchasers
   • No other material changes to the Plan

4. Amendment 4 September _ 2016

   This amendment declares the offering plan effective, combines former Apartments D3 and D4 into one unit, and reduces the number of apartments in the Complex and offered under the Plan.

   • Plan declared effective, with Agreements covering 33 Apartments (15%)
   • Former Apartments D3 and D4 combined into one Apartment D3/D4 with three bedrooms and two bathrooms (5.5 rooms)
   • Total Apartments in the Complex reduced to 194; Apartments offered under the Plan reduced to 189
   • New Schedule A (price per apartment) annexed as Exhibit 3
   • DOB sign-off of the combination anticipated prior to December 31, 2016
   • Floor plans for Apartments C32, D3/D4, E32, and F3 annexed as Exhibit 5
   • Opinion of Reasonable Relationship letter from NuPlace Realty Inc. dated August 1, 2016 annexed as Exhibit 4

3. Amendment 3

   This amendment gives tenants in occupancy a 30-day exclusive right to buy their units at a 25% lower price per share, with reduced closing costs and revised plan totals.

   • Tenants in occupancy get an exclusive 30-day purchase period from presentation of this Third Amendment
   • Price per share to tenants reduced by an additional 5%, a 25% reduction from the original price, to $637.50 (non-tenants: $977.50)
   • Tenants pay one-half (50%) of NYC and State transfer taxes instead of the full amount
   • Tenants no longer pay legal fees to Sponsor's counsel if closing is held at Sponsor's counsel's office
   • Sponsor pays up to $7,500.00 to Tenants' Association counsel if at least five Tenants subscribe and close
   • Total Cash Payment and Mortgage Indebtedness amended to $79,737,075 (tenants) and $118,719,435 (non-tenants)
   • Total Purchase Price amended to $77,444,317 (tenants) and $116,426,677 (non-tenants)
   • Reserve Fund amended to $2,192,758; Exhibit A replaces Schedule A with revised unit prices

2. Amendment 2

   This amendment cuts the price per share for tenants in occupancy to $680.00 (a 20% reduction) and gives them a 30-day exclusive purchase period with a 5% downpayment, raises the price for non-tenants 15% to $977.50, and updates the plan's totals and reserve fund.

   • Price per share to tenants in occupancy reduced 20% to $680.00
   • Price per share to non-tenant purchasers increased 15% to $977.50
   • Tenant downpayment reduced from 10% to 5% of the Purchase Price
   • Tenants in occupancy get a 30-day exclusive right to purchase, starting from presentation of the amendment
   • Total Cash Payment from Tenants $77,964,720 and from Non-Tenants $112,074,285; Total Cash Payment and Mortgage Indebtedness amended to $84,609,870 (Tenants) and $118,719,435 (Non-Tenants)
   • Reserve Fund amended to $2,338,942
   • Total Purchase Price amended to $82,170,928 (Tenants) and $116,280,493 (Non-Tenants)
   • Schedule A replaced with new per-apartment price allocations

1. Amendment 1

   This amendment extends the offering plan's term by twelve months, allows buyers to make their purchase contingent on financing, attaches 2015 operating cost statements, and adds subletting restrictions for shareholders.

   • Plan term extended twelve (12) months from the date this amendment is accepted for filing by the Department of Law; the Plan may not be used after that date unless further amended or extended
   • Subscription agreements may be contingent on purchaser securing financing for thirty (30) days from acceptance of the Subscription Agreement
   • Financing contingency requires a written loan commitment for up to eighty (80%) percent of the Purchase Price, for a term of not less than fifteen (15) years
   • Subletting barred for shareholders other than a Holder of Unsold Shares for one (1) year after closing
   • After the first year, all subleasing subject to Board approval, with a ten (10%) percent maintenance surcharge due during the sublease term
   • Subleases must be at least one (1) year and may total no more than four (4) years in aggregate during a shareholder's tenancy
   • Exhibit B adds certified statement of operating costs for the Building for the year ending December 31, 2015

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site. 14 of 16 amendments summarized so far.