FIRST AMENDMENT CONDOMINIUM OFFERING PLAN. THE 45 EAST 22Nn STREET CONDOMINIUM EAST 22ND STREET NEW YORK, NEW YORK. Dated: JANUARY 30, 2015

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1 FIRST AMENDMENT TO CONDOMINIUM OFFERING PLAN THE 45 EAST Nn STREET CONDOMINIUM 4-45 EAST ND STREET NEW YORK, NEW YORK Dated: JANUARY 0, 05

2 TABLE OF CONTENTS Paragraph. Identity of Parties.... Choice of Wood Color in Kitchens.... Title Company Revised Purchase Prices Incorporation of the Plan Definitions...: No Other Material Changes... EXHIBITS A - Certification of Sponsor and Principals B - Schedule A, Purchase Prices and Related Information for the projected First Year of Condominium Operation, July, 07 to June 0, 08 #00678 v7

3 FIRST AMENDMENT TO CONDOMINIUM OFFERING PLAN THE 45 EAST No STREET CONDOMINIUM This First Amendment modifies and supplements the terms of the Condominium Offering Plan for the 45 East nd Street Condominium, 4-45 East d Street, New York, New York, dated September 5, 04 ("the Plan") and should be incorporated into and read in conjunction with the Plan. The terms of this First Amendment are as follows:. IDENTITY OF PARTIES 45 East nd Street Property LLC ("Successor Sponsor") is hereby replacing Sponsor as sponsor under the Plan. Successor Sponsor is a new sponsor entity that is an affiliate of the prior Sponsor. As disclosed below, Mr. Eichner was a principal of Sponsor and is a principal of Successor Sponsor. The details regarding sponsor in the "Identity of Parties" Section of the Plan is hereby deleted in its entirety and replaced with the following: Successor Sponsor Successor Sponsor is 45 East nd Street Property LLC, a Delaware limited liability company with an office at c/o The Continuum Company LLC, 0 West st Street, New York, New York 000. The principals of the Successor Sponsor are Ian Bruce Eichner, Constantine M. Dakolias, and Daniel M. Neidich. 45 East nd Street Property LLC is an affiliate of East nd Street Acquisition Holdings LLC. The Successor Sponsor has not taken part in the public offering of homeowner associations, condominium or cooperative interests in realty in or from New York which were initially offered during the preceding five (5) years. Mr. Eichner has been involved in the development, operation and ownership of nonresidential and residential real estate in New York City for more than 5 years. The business address of Mr. Eichner is c/o The Continuum Company, 0 West ist Street, New York, New York 000. Mr. Dakolias has been involved in involved in the business operations of financial funds for more than 5 years. Mr. Dakolias is the Co-CIO at Fortress Investment Group. The business address of Mr. Dakolias is c/o Fortress Investment Group, 45 Avenue of the Americas, New York, New York 005.

4 Mr. Neidich has been involved in the acquisition, development and ownership of nonresidential and residential real estate in New York City and nationally for more than 40 years. Mr. Neidich is the CEO of Dune Real Estate Partners. The business address of Mr. Neidich is c/o Dune Real Estate Partners LP, 6 Fifth Ave., 0th Floor, New York, New York 00. There have been no prior felony convictions of Successor Sponsor or any principals of Successor Sponsor and no prior convictions, injunctions and judgments against Successor Sponsor, or any principals of Successor Sponsor that may be material to the Plan or an offering of securities generally, that occurred within fifteen (5) years prior to the submission of this Plan, except as set forth in Special Risk 5 and as further detailed hereinafter. The New York State Office of the Attorney General ("OAG") is investigating practices at the Manhattan Club and, on July 5, 04, obtained an order in the Supreme Court of the State of New York, County of New York ("Order") entitled In the Matter of an Inquiry by Eric T. Schneiderman, Attorney General of the State of New York, Petitioner, Pursuant to Article -A of the New York General Business Law in regard to the acts and practices of Ian Bruce Eichner, Leslie H. Eichner, Stuart P. Eichner, Scott L. Lager, T. Park Central LLC, 0. Park Central LLC, Park Central Management LLC, The Manhattan Club Marketing Group LLC, and New York Urban Ownership Management, LLC, Respondents, Index No. 4556/04. The Order, among other things, temporarily bars the Manhattan Club's sponsors from selling ownership interests in the Manhattan Club and freezes assets of certain respondents. The Order also provides that all respondents are stayed from foreclosing on owners who are delinquent in financing they obtained from sponsor thereof to purchase their ownership interests or are delinquent in the payment of timeshare charges to the timeshare association. Attached hereto as Exhibit "A" is an updated Certification of Successor Sponsor and Principals.. CHOICE OF WOOD COLOR IN KITCHENS Purchasers executing a Purchase Agreement on or before November, 05, shall have the option to choose one of three colors for both the wood floors in their respective Unit and for the wood cabinets in the kitchen of their respective Unit, (the "Color Option"). The Color Option will be presented to Purchasers by the Selling Agent and Purchasers shall be required to give notice of their decision regarding the Color Options no later than November, 05. If such notice is not given by November, 05, Successor Sponsor will decide on the Color Option on behalf of the Purchasers. The Color Option will not be available to Purchasers executing Purchase Agreements after November, 05 and Successor Sponsor will decide on the Color Options for those Purchasers in Successor Sponsor's sole discretion.. TITLE COMPANY All references in the Plan to Commonwealth Land Title Insurance Company, 40 East 45th Street, New York, New York 007, Tel: () are hereby deleted and replaced with First Nationwide, 0 East 4nd Street, Suite 05, New York, NY 007. #00678_v7

5 4. REVISED PURCHASE PRICES Successor Sponsor hereby changes the Purchase Prices for certain Units. Annexed hereto as Exhibit B is an updated Schedule A, Purchase Prices and Related Information for the projected First Year of Condominium Operation, July, 07 to June 0, 08, which reflects such updated Purchase Prices. 5. MECHANICAL EQUIPMENT The first sentence of "Special Risk #: Mechanical Equipment" is hereby deleted in its entirety and replaced with the following: "Cooling towers and other mechanical equipment necessary for the maintenance and operation of the Building and the Units will be located in the Cellar and on the 7th, 9th and 60th through 6nd Floors and on the Roof." 6. CONSTRUCTION OF THE BUILDING The last sentence of Paragraph 4, Page in the "Construction of the Building" Section of the Plan is hereby deleted in its entirety and replaced with the following: "Plaza Construction LLC is the construction company responsible for the construction of the Building." 7. PROHIBITION AGAINST ADVERTISING The Plan is hereby amended to reflect that, after Closing, Purchasers may, without any further consent of Successor Sponsor (but subject to any other applicable provisions of the Declaration and By-laws or law), lease the Unit, list the Unit for lease, or may otherwise advertise, promote, or publicize the availability of the Unit for lease. 8. INCORPORATION OF THE PLAN The Plan, as modified and supplemented herein, is incorporated herein by reference with the same effect as if set forth at length. Except as expressly modified herein, all provisions of the Plan shall remain in effect. 9. DEFINITIONS All capitalized terms not expressly defined in this Amendment shall have the meanings given to them in the Plan, as amended. 0. NO OTHER MATERIAL CHANGES Except as set forth in this Amendment, there are no material changes in the Plan. SPONSOR: East nd St. Acquisition Holdings LLC #00678_v7

6 EXHIBIT A CERTIFICATION OF SPONSOR AND PRINCIPALS #00678l v7

7 New York State Department of Law Real Estate Financing Bureau 0 Broadway, rd Floor New York, New York I 07 Re: CERTIFICATION OF SPONSOR AND PRINCIPALS f\jo,ernb(j, 04 I 45 East nd Street Condominium, 45 E. nd Street. New York. New York The undersigned certify as follows: We are the sponsor and the principals of sponsor of the condominium offering plan for the captioned property. We understand that we have primary responsibilities for compliance with the provisions of Article -A of the General Business Law, the regulations promulgated by the Department of Law in Part 0 and such other laws and regulations as may be applicable. We have read the entire offering plan. We have investigated the facts set forth in the offering plan and the underlying facts. We have exercised due diligence to form a basis for this certification. We jointly and severally certify that the offering plan does, and that documents submitted hereafter by us which amend or supplement the offering plan will: (i) (ii) (iii) (iv) (v) (vi) (vii) set forth the detailed terms of the transaction and be complete, current and accurate; afford potential investors, purchasers and participants an adequate basis upon which to found their judgment; not omit any material fact; not contain any untrue statement of a material fact; not contain any fraud, deception, concealment, suppression, false pretense or fictitious or pretended purchase or sale; not contain any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing circumstances; not contain any representation or statement which is false, where we: (a) (b) knew the truth; with reasonable effort could have known the truth; ( c) made no reasonable effort to ascertain the truth; or I # v

8 ..(d). did not have knowledge concerning the representation 0Ntate.ment made. This certification is made under penalty of perjury for the beneft of all pei::a~>ns to wliom this offer is made. We understand that violations are subject to the cl:vll and criminal penalties of the General Business Law and Penal law. }p;rn to bef~e :t. dayof~ol4 Notary.P~ Sharwll tl, f\lk:cul~h NoY Publill, Slate or New Yori< No. 0MC6 U Qualified In New YOl'k COootY Commlnlnn EJcplre 6al>8 STATE OFNHW YORK) COUNTY OF NEW YORK) ) ss.: On th ~ in "lj,>thtt...,_ he Y"" 04 bof«e me P""'"'"lll' appell!ed ~ r~ persolajy known to me or proved to me on the basis of satisfactory evidence to betilefodividual whose nrune is subscribed to the within instrument and acknowledged to me that he/she executed the same in hie/her oapaoity~ that by his/her signature on the instrument, the individual, or the person upon behalf of "ch the individual acted, executed the instrument.

9 SPONSOR'S PRINCIPALS: Sworn to before me this L::_ day of?)tt(l?\;t.., 04 Ian Bruce Eichner Sworn to before me this _day of, 04 Constantine M. Dakolias Notary Public Sworn to before me this day of, 04 Daniel M. Neidich Notary Public i~ 00678_ vj

10 SPONSOR'S PRINCIPALS: Sworn to before me this _day of,04 Ian Bruce Eichner Notary Public Daniel M. Neidich Notary Public #008756_v

11 SPONSOR'S PRINCIPALS: Sworn to before me this day of, 04 Ian Bruce Eichner Notary Public Sworn to before me this _day of, 04 Constantine M. Dakolias Notary Public Sworn to before :rp.e this ~day of Oo-te",,,..., 04 ~t~ 'NOtaIYP~ tianiel M. Neidich NOAH JOSEPH LEVINE Notary Public, ~late of New York No.0LE66857 Qualllled Iii New Yolit County. oommlsslon Expires Sf;tpt(lrrtber {j;?7 #008756_v

12 EXHIBITB SCHEDULE A #00678l_v7

13 SCHEDULE A 45 East nd Street Condominium New York, NY PURCHASE PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTA TE TAXES ARE FOR THE FIRST YEAR OF CONDOMINIUM OPERATION JULY, 07-JUNE 0, 08 () UNIT lla* 4A 4B 4C 4D 5A 5B 6A I6B 7A 7B 8A 8B 9A 9B 0A 0B ZIA B A B A B 4A 4B 5A 6A 6B 7A 7B 8A 8B 9A 9B 0A () NO BED ROOMS BR OBR OBR OBR OBR BR BR BR I BR BR BR BR BR BR BR BR BR BR BR BR l BR BR IBR BR l BR BR BR BR BR BR BR BR BR BR BR I () NO. HALF l.5 I l l () APPROX UNIT SQUARE FOOTAGE - - -, ,708,065,90,074,5,09,8,087,40,5,5 l,,67,8,80.4,9,40,06,46,7,99,479,94,486,955,49,968,497,98 (4) PURCHASE PRICE $,600,000 $,90,000 $,00,000 $,0,000 $,70,000 $4,00,000 $,450,000 $4,80,000 $.500,000 $5,670,000 $,550,000 $5,740,000 $,600,000 $5,80,000 $,650,000 $6,040,000 $,85,000 $6,0,000 $,850,000 $6,00,000 $,875,000 $6,80,000 $,950,000 $6,60,000 $,000,000 $6,460,000 $5,575,000 $4,75,000 $5,655,000 $4,45,000 $5,75,000 $4,5,000 $5,95,000 $4,490,000 $6, (5) COMMON INTEREST % 0.07% 0.7% 0.67% 0.05% 0.8% 0.57% 0.97% 0.596%.00% 0.504%.0444% 0.50% l.0505% 0.547%.060% 0.559%.0740% 0.559%.0856% %.097% % LI090% 0.576% l.99% % % 0.990% % l.004% 0.767%.07% 0.770%.04% (6) PROJECTED MONTHLY COMMON CHARGES I $0.00 $68.79 $605.9 $595.5 $679.5 $,8.05 $,4.7 $.079. $,57.04 $,00.5 $,8. $,5.90 $,8.5 $,9.7 $.8.88 $ $,.6 $,9.78 $,45.00 $,47.64 $,57.6 $,44.64 $,70.9 $, $,8.0 $,56.9 $,80.0 $,67.47 $,04.97 $,687. $,0.06 $, $,55.8 $,75.5 $,80.64 (6) PROJECTED ANNUAL COMMON CHARGES $0.00 $8,05.5 $7,7.04 $7,4.0 $8,54. $ $, $4, $,884.5 $7,606.9 $4,7.45 $7,90.77 $4,90.7 $8,07.49 $4,66.56 $8,79.47 $4,776.0 $8,70. $4, $ $5,09.9 $9,.64 $5,4.48 $9,67.7 $5,96. $0,95.5 $6,60. $0, $6, $0,46.69 $6, $0,409. $7,06.6 $0,586.0 $7,67.67 (7) PROJECTED MONTHLY RE -- TAXES $,8.59 $,09.6 $9. $905.0 $,0.4 $,78.88 $ $.6. $ $, $, $,56.4 $, $,556.7 $,85.5 $,595.6 $,87. $,66.40 $,89.87 $,675.7 $,9.05 $,75.5 $,9. $, $, $,85.7 $,4.46 $,54.6 $,5.9 $,565. $,90.5 $,585.8 $,48.87 $,608.4 $,467.4 (7) PROJECTED ANNUAL RE TAXES $7,40.4 $, $,054.7 $ $,97.6 $, $0,80.0 $7,94.58 $,09.7 $4,97.09 $, $4,44.85 $, $4,680.7 $,7.86 $4,47.45 $,465.5 $4,66.8 $ $44,08.6 $, $44,58.95 $,75.8 $45, $,408. $45,908.5 $9,77.50 $0, $40,8.65 $0,78.58 $40,686. $,09.8 $4,46.47 $,98.9 $4,609.4 (8) (9) PROJECTED ALLOCATION OF TOTAL MONlRL Y RESIDENT CARRYJNG MANAGERS CHARGES UNIT PURCHASE $,8.59 $0.00 $.7.4 $8,67.60 $.57.5 $ $ $7,97.07 $!, 7.66 $8,6.0 $4,64.9 $,8.79 $ $,804.4 $5,40.45 $5,9.55 $,96.9 $, $5,798. $7,85.4 $, $4,80.67 $5,86. $8,.9 $,980.4 $4,97.7 $5,896.IO $8,84.87 $,07.0 $4,77. $5, $8,594.6 $,0.49 $4, $6,08.8 $8,98.46 $,7.88 $5,05.08 $6,09.6 $9,l.4 $,69.66 $5,05.56 $6,58.88 $9, $,0.6 $5,58.80 $6,4.75 $9,86.48 $,.7 $5,5.8 $6,4.00 $0,4.95 $5, $6,58. $4..7 $0,09. $5,557.6 $6, $4,5.44 $0,99.86 $5,60.58 $6,96.4 $4,86.59 $0,56.7 $5,684.5 $7,68.0 $4,.77 $0,74.04 $5, $

14 0B BR A BR B BR A BR B BR A BR B BR 4A BR 4B BR 5A BR 5B BR 6A BR 6B BR 7A BR 7B BR 8A BR 8B BR 40A I BR 40B BR 4A BR 4A BR 4B BR 4A BR 44A BR 44B BR 45A BR 46A BR 46B BR 47A BR 48A BR 48B BR 49A BR 50A BR 50B BR 5A BR 5A BR 5B BR 5A BR 55A 4BR 56A 4BR SCHEDULE A 45 East nd Street Condominium New York, NY PURCHASE PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTA TE TAXES ARE FOR THE FIRST YEAR OF CONDOMINIUM OPERATION JULY, 07-JUNE 0, 08,50 $4,565, % $,70.4 $0, $,60.76,994 $6,65, % $,06.!4 $ $,506.9,509 $4,645, % $,745. $ $,65.8,006 $6,80, % $,0.6 $7,967.9 $,54.40,54 $4,70, % $, $,07.9 $.674.,08 $6,95, % $,55. $8,6.48 $,580.80,50 I $4,800, % $,77.99 $,87.89 $,697.,00 $6,50, % $,79.9 $8,559.9 $,68.9,55 $4, % $, $, $,78.5,04 $6,65, % $, $8,857.4 $,656.8,50 $4.950, % $,80.8 $,6.86 $,79.45,05 $6,75,000 I.0905% $,48.58 $9,4.97 $,69.6 l,54 $5,05, % $,84.6 $, $,758.9,064 $6,845,000.0% $,45.49 $9,49.9 $, $5,00, % $ $,944. $.780.7,074 $6.955,000.5% $.475. $9,70.94 $, $5,75, % $,840.8 $,084.6 $,798.07,44 $8,00, % $,89.87 $4,76.4 $4, $7,50,000.54% $,570.0 $0,84.5 $,907.66,47 $8,50,000.% $.9.7 $5,067. $4,44.95,4 $8,500,000.% $,94.4 $5,08. $4,47.47,54 $7,75, % $,604.9 $,59. $,960.48,445 $8,650,000.6% $, $ $4,55.6,45 $8,800,000.68% $, $5,74.65 $4, $7,400,000.84% $,67.44 $,649. $4,009.9,46 $8,975, % $,06.4 $6,97.0 $4,586.09,467 $9,5,000.6% $,05.57 $6,46.88 $4,65.,64 $7,55, % $,66.74 $,95.88 $4,048.7,478 $9,75,000 l.75% $,06.9 $6,746. $4,655.69,48 $9,45,000 l.8% $,080.4 $6,96.94 $4,68.,69 $7, % $,69.80 $,0.6 $4, $9, % $,05.8 $7,69.79 $4,7.0,496 $9,75, % $,.98 $7, $4,749.6,7 $7,775,000.% $,79.7 $,66.60 $4,4.99,505 $9,875,000.48% $,48.48 $7,78.70 $4,786.87,509 $0,05,000.40% $,66.75 $8,00.0 $4,84.65,75 $7,900,000.7% $,745.9 $,94. $4,7.7,57 $0,75,000.45% $,90.4 $8,8.7 $4, ,65 $9,900, % $5,99.4 $7,0.0 $8, ,655 $0,50, % $5, $7,89.0 $9, $,569.7 $4.6.0 $0,9.5 $4,074. $5,8. $7,88.99 $, $4,98.60 $,0.0 $4,50.79 $5,874.0I $8,78.87 $,09.97 $4,4. $,67.60 $ $5,96.0 $8,476.9 $,65.60 $4,47. $, $4,40.69 $5,998. $8,775.5 $,68.99 $4,506. $,66.87 $4,874. $6, $9,075.7 $,87.6 $4,54.7 $, $44,08.6 $6,0.94 $9,6.44 $,07.0 $4,57.56 $,940.4 $44,744.5 $6,8.0 $9,65.56 $,6.9 $4, $,0. $45,6.5 $6,8.76 $9,98.66 $, $4,68.46 $,5.68 $5,797.0 $7,9.6 $4,989. $46,89.96 $6, $, $5,5.6 $7,65. $5,.5 $5,68.59 $7,45.8 $5,575. $47,55.75 $6,565.4 $, $54,8.9 $7,484.9 $5, $54,4.89 $7,50.0 $5,994.9 $48,8.87 $6,647.5 $, $55,0.08 $7,60.5 $6, $55,8.5 $7, $6,70.45 $48,580.8 $6,7. $,94.6 $55,868. $7,77.88 $7,04. $56,97.55 $7,76.7 $7,4.57 $49,0.59 $6,784.5 $, $56, $7,87.8 $7,55.74 $56,995.5 $7,87.6 $7,77.9 $49,69.89 $6,854.7 $,88.50 $57,44.8 $7,95.4 $8,067.5 $57, $7,98.4 $8,88.5 $50, $6,98.9 $,9.5 $58,0.58 $8,040.6 $8,57. $07, $4,99.6 $7,570.9 $08,58.5 $4,99.95 $7,99.7

15 57A 4BR 58A 4BR 59A 4BR 60A 4BR 6A 4BR 6A 4BR 6A 4BR PH BR RESIDENTIAL TOTAL GRAND TOTAL SCHEDULE A 45 East nd Street Condominium New York, NY PURCHASE PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTA TE TAXES ARE FOR THE FIRST YEAR OF CONDOMINIUM OPERATION JULY, 07-.JUNE 0, ,658 $0,400, % $5,977.5 $7,70.9 $9, ,660 $0,650, % $6, $7,056.4 $9, ,66 $0,900, % $6,0.90 $7,8.77 $9, ,664 $,500, % $6,059. $7,709.9 $9, ,664 $,750,000.79% $6,08.75 $7, $9, ,66 $,000,000.74% $ $ $9, ,66 $,500, % $6..69 $7,580. $9,.48 9, $50.000, % $,07.5 $47,688.5 $8, ,80 $66,90, % $,9.75 $,654,.00 $8, $66,90, % $,9.75 $,654,.00 $8, $09, $5,065.6 $7,7.95 $09,55.80 $5,4.0 $7,60.5 $0, $5,0.65 $7,90.6 $0, $5,7.5 $7,59.45 $0, $5,. $ $Ii,40.44 $5.9.0 $7,89. $,869.7 $5,454.7 $74,6.96 $4,54.6 $.09.6 $48, $4,06, $559,77.4 $,674,9.50 $4,06, $559,77.4 $,674,9.50