Southbridge Towers, Inc.

10. Amendment 10 November 11, 2016

    This Tenth Amendment changes the purchase prices for certain shares and leases, with the revised prices listed in Schedule A for units at 90 Beekman Street.

    • Purchase prices revised for certain shares and leases, as set out in Schedule A
    • Schedule A lists sales prices for 10 units at 90 Beekman Street, totaling $7,643,000.00
    • Schedule A also lists estimated monthly and annual maintenance, estimated income tax deduction, and mortgage principal per share

9. Amendment 9

   This amendment lists 54 apartments owned by the Apartment Corporation, which were not part of the Plan of Reconstitution, and says they will be offered for sale at current market value as they are vacated, with the plan otherwise no longer updated.

   • 54 apartments owned by the Apartment Corporation, listed in Exhibit A, will be offered for sale at then current market value as they are vacated
   • A price change amendment disclosing the offering price will be filed before any of these apartments are offered
   • The offering plan will otherwise no longer be updated
   • Prospective purchasers should contact the Apartment Corporation's managing agent for current budgets and financial statements
   • Excluded apartments: those with credible evidence the shareholder of record was deceased, those in transition between shareholders, those with unresolved succession claims, and those whose shareholders opted out of the Plan of Reconstitution

8. Amendment 8

   This Eighth Amendment adds the 2016-2017 budget, notes that the 2015-16 financial statement is not yet complete, and offers for sale the Shares and Leases for six apartments owned by the Apartment Corporation at the prices in Exhibit B, under the purchase agreement form in Exhibit C.

   • 2016-2017 Budget added as Exhibit A
   • 2015-16 financial statement not yet completed; purchasers may ask the Condominium Board for it
   • Sponsor offers Shares and Leases for six (6) Apartments owned by the Apartment Corporation, at prices on Schedule A (Exhibit B)
   • Purchase Agreement form added as Exhibit C
   • Down Payment set at ten percent (10%) of the Purchase Price
   • Late closing charge of 0.04% of the Purchase Price for each day after the originally scheduled Closing Date
   • Sponsor may negotiate prices and other terms with purchasers without further amendment to the Plan
   • Effective period for using the Plan extended (section 8; text not included in the excerpt)

7. Amendment 7 February 11, 2016

   This amendment extends how long the Plan may be used, attaches the co-op's financial statements for the fiscal year ending March 31, 2015, and attaches the reconstituted Certificate of Incorporation filed September 10, 2015.

   • Plan may not be used after six (6) months following the Filing Date of this Amendment, unless further extended or amended
   • Financial statements for the fiscal year ending March 31, 2015 annexed
   • Reconstituted Certificate of Incorporation filed with the Secretary of State on September 10, 2015 annexed
   • Corporate purposes restated in the Certificate of Amendment, including the primary purpose of being a cooperative housing corporation
   • Capital stock stated as 45,700 shares of the par value of $104.375 each
   • Each shareholder entitled to vote has one vote regardless of the number of shares held
   • Address for delivery of service of process deleted

6. Amendment 6 August 31, 2015

   The Sponsor declares the Plan effective after 1,598 Shareholders signed Participation Agreements, updates the budgets, annexes a NYSERDA Loan opinion, corrects two errata, and sets a six-month limit on using the Plan.

   • Plan declared effective; Participation Agreements executed by 1,598 Shareholders as of August 18, 2015, about 99% of eligible Apartments
   • Eleven Non-Participating Shareholder Election Agreements – To Lease executed as of March 3, 2015; zero To Vacate agreements executed
   • Schedule B Budget and Schedule D Capital Budget updated (Exhibit B)
   • Opinion on validity and enforceability of the NYSERDA Loan added (Exhibit C)
   • Paragraph 23 of the Participation Agreement (re-sale, subletting, assignment, or accommodation to the Sponsor) declared inapplicable
   • Non-Participating Shareholder Election Agreement – To Vacate corrected to say equity will be returned within thirty (30) days after the Shareholder vacates
   • Plan may not be used after six months following the Filing Date of this Amendment unless further extended or amended

5. Amendment 5 June 22, 2015

   The Fifth Amendment extends the deadline for declaring the Plan effective until 30 days after the lawsuit (Index No. 100297-15) is resolved, and limits how long the Plan may be used.

   • Deadline for declaring the Plan effective extended to 30 days after resolution of the lawsuit (SBT Cooperators for Mitchell-Lama and SBT Shareholders Association v. DHCR and Southbridge Towers, Inc., Index No. 100297-15)
   • Plan may not be used after six (6) months following the Filing Date of this Amendment, unless further extended or amended
   • All other provisions of the Plan remain in effect; no other material changes

4. Amendment 4 April 10, 2015

   This Fourth Amendment discloses a pending lawsuit challenging the privatization vote and limits how long the Plan may be used to six months after the Amendment's Filing Date.

   • Discloses pending case SBT Cooperators for Mitchell-Lama and SBT Shareholders Association v. New York State Division of Housing and Community Renewal and Southbridge Towers, Inc., Index No. 100297-15, which seeks to invalidate the privatization vote by claiming DHCR improperly excluded certain apartments from the number eligible to vote
   • Plan may not be used after six (6) months following the Filing Date of this Amendment, unless further extended or amended
   • Amendment is incorporated into and read with the Plan, which otherwise remains in effect
   • States there are no other material changes to the Plan
   • Defines capitalized terms by reference to the Plan, as amended

3. Amendment 3 November 24, 2014

   The amendment reports that shareholders approved the Plan of Reconstitution, gives every shareholder a 90-day period to elect whether to participate, and sets out a Substitute DRIE disability benefit program that would take effect if the plan becomes effective.

   • Plan of Reconstitution approved: 1,082 shareholders voted in favor, and 1,072 affirmative votes were required of 1,607 eligible shareholders
   • All shareholders must elect to participate or not within a 90-day Exclusive Purchase Period from the Presentation Date of this Amendment
   • Non-participating shareholders must elect either to vacate their Apartments or remain as rental tenants
   • Sponsor must file sworn statements with the Attorney General and post them in the Buildings on days 30, 60, 88 and 90 of the Exclusive Period, then at least every thirty days until the plan is declared effective or abandoned
   • Substitute DRIE program established for approximately nine shareholders now receiving DRIE benefits, for households with annual income of no more than $50,000
   • For participating shareholders, carrying charge reductions would be loans repayable with interest at the Prime Rate only when shares are sold or transferred
   • For non-participating shareholders, carrying charge reductions would be rent decreases that would not need to be repaid
   • Projected cost of the Substitute ORIE program for the first year: $10,000

2. Amendment 2 August 20, 2014

   This second amendment attaches a tax letter on the Section 121 home-sale exclusion, corrects a Schedule A1 footnote, and clarifies or withdraws statements made at the July 29, 2014 informational meeting.

   • Attaches Holland & Knight letter (Exhibit A) on Section 121 tax treatment for shareholders who stay in the same apartment after reconstitution
   • Schedule A1 footnote corrected: "columns 8 & 9" should read "columns 6 & 7" (10% non-participation)
   • Clarifies the 80% vote to proceed was 80% of shareholders who voted, not of all shareholders
   • Clarifies the worst-case maintenance figures ($146 to $238 per month) were per room, not per apartment
   • Directs shareholders to pages 776-844 for the appraised value of individual apartments
   • States shareholders who opt out and remain renters must pay two months' rent, deducted from equity
   • Withdraws meeting statements that zero transfer fees, investor rights, and no dissolution apply; reconstitution is described on pages 339-341

1. Amendment 1 June 12, 2014

   The amendment corrects the Total Equity figures for certain apartments on Schedules A, A1 and A2 and substitutes an alternate Asbestos Operations and Maintenance Agreement and Plan for the version in Exhibit 23.

   • Total Equity (including amortization as of April 1, 2013) corrected for certain apartments on Schedules A, A1 and A2
   • Exhibit 23 replaced with an alternate Asbestos Operations and Maintenance Agreement and Plan
   • No other material changes to the Property or the offering, except as stated in this amendment

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