LISPENARD STUDIO CORP. Page 1 --HOUSE RULES --

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1 LISPENARD STUDIO CORP. Page 1 Updated: 10/08/2015 The following constitute additional house rules of Lispenard Studio Corp. which have been adopted by its Board of Directors. These house rules are intended to supplement the house rules which are contained in the Offering Prospectus previously provided to shareholders (Rules). To the extent that these rules deviate from or are inconsistent with the Rules, the within rules shall be applicable; to the extent the Rules contain provisions which are not covered by these supplemental house rules but which are relevant, such rules remain applicable. MAINTENANCE PAYMENTS AND PENALTIES Maintenance payments are due on the first day of each month. Penalties will be imposed if the maintenance payment has not been received by the 15th day of the month in question. If a Shareholder fails to pay any portion of maintenance, assessments or billed back expenses promptly, the Shareholder shall pay late fees of $ per month for each month that the payment is outstanding. Such late fees shall be deemed additional rent. PARTICIPATION FEES AND CREDITS There is a yearly non-participation fee charged to each shareholder at the beginning of each fiscal year. The current amount is $1, However, if shareholders wish to participate in the management of the Corporation, jobs are available for which they can receive hourly work credits of $25.00 per hour. Contact a member of the Board and they will tell you what needs to be done. Following completion of any work, along with written documentation of the time spent (submitted to the Secretary of the Board), shareholders will receive credit towards yearly non-participation fee for the coming year. SUBLETTING GUIDELINES 1. No shareholder may sublet his/her unit without the expressed permission of the Board. 2. The shareholder will pay the Coop 5% of the monthly sublease amount in addition to the monthly maintenance and any assessments levied. 3. Shareholders may sublet for two years in any four-year period. The initial rental period will be for one year. The sublease is renewable at the discretion of the Board of Directors for an additional year one year at a time. The Board may extend sublease beyond two years at their own discretion. 4. Objectionable conduct by a subtenant will constitute a material breach of the Proprietary Lease and the sublease. Any sub-tenancy is subject to termination at the Board s discretion. SUBLETTING PROCEDURES 1. The shareholder must introduce the proposed subtenant(s) or guest(s) to the Board of Directors at a regularly scheduled board meeting. All intended residents must attend this meeting, and no legal representation will be accepted for any party in this case. No individual board member will be permitted to approve sub-tenancy unless authorized by a majority of the other Board members. There is no limitation

2 LISPENARD STUDIO CORP. Page 2 placed on the rights of the Board of Directors to grant or withhold consent in this matter. A sub-tenancy may be approved by a majority of the Board or two-thirds of the shareholders of the Corporation. 2. The shareholder must present the Board of Directors with a signed copy of the agreed upon sublease prior to the meeting. This lease must contain: a) The length of the sub-tenancy. b) The dollar amount being paid to the shareholder. c) A provision prohibiting any further subleasing or unapproved occupancy of the unit in question. 3. The shareholder must provide any personal, professional and/or financial information about the proposed subtenant(s) or guest(s) that the Board may require. 4. The shareholder must provide an assurance that the proposed subtenant(s) or guest(s) have been informed of, and will abide by the laws governing the Corporation for the duration of the sub-tenancy. 5. The shareholder must inform the Board of Directors of his or her whereabouts and a telephone number during the sub-tenancy. Should this prove impractical, the shareholder must provide the Board with information regarding a power-ofattorney. 6. No sub-tenancy will be considered legal and no guest occupancy will be permitted in his or her absence unless all of the foregoing requirements have been met. HOUSE RULES / GUEST / ROOMMATE 1. A guest is defined as a non-sub-lettor who stays in a loft in the absence of a shareholder without being related to the shareholder as immediate family or as a partner. 2. Any shareholder having a guest stay at their apartment for more than two weeks should notify the Board with the name and description of the guest prior to arrival and make sure that the guest is well aware of and obligated to comply with the house rules especially those concerning daily living (sanitation, use of elevators, recycling, etc.). 3. Any shareholder having a guest for up to one month should do all of the preceding as well as introduce the guest to the Board within three days of arrival. 4. Any shareholder having a guest for more than one month should in addition to all of the preceding, meet with the Board to discuss specific situations prior to the guest s arrival. These longer-term guests will be subject to Board approval, and be subject, at the Board s discretion, to the same approval process as shareholders and subtenants. 5. Guests will not be allowed for more than eighteen cumulative months in any fiveyear period. ABSENTEE SHAREHOLDERS Any absentee shareholder must provide the Board with a specific address (including

3 LISPENARD STUDIO CORP. Page 3 phone number). In cases where this information is impractical, the shareholder must provide the Board with information regarding his or her power-of-attorney. This information is essential in case of any emergency that may arise in your absence and that may affect your unit. SUBDIVISION The Corporation does not allow subdividing of any unit for purposes of joint occupancy. RESALE PROCEDURES As set forth in the Proprietary Lease, all potential buyers must be approved by the Board of Directors. The Board of Directors and management company reserve the right to set guidelines and procedures for reviewing and interviewing potential purchasers. (Please refer to the Corporation's Resale Procedures for all details.) KEYS All shareholders must provide the Board with a key to each lock giving access to their respective units. Should a lock be changed or an additional lock be installed, keys must be provided immediately. Similarly, shareholders must provide the Board with any keys, codes, or combinations that pertain to any alarm system in the unit. Access is essential in case of any emergency that may arise in the shareholder s absence and that may affect their unit. EXTERMINATION Any contractor or workman authorized by the Board must be given entry to any unit at any reasonable hour of the day for exterminating purposes or to determine if such measures are necessary. GARBAGE/ RECYCLING COLLECTION All garbage must be securely tied in heavy plastic bags and placed at the curb in front of the main entrance to the building only on Monday, Wednesday and Friday using the following schedule. Friday is the recycling night, where we add recycling collection alongside garbage. From April 1 through September 30 garbage/recycling goes out after 5 PM From October 1 through March 31 garbage/recycling goes out after 4 PM. Collection of all but ordinary household refuse (over-sized, over-weight or unbaggable objects) must be arranged in advance with the Department of Sanitation by the individual shareholder. Clean recyclable metal, plastic, beverage cartons, glass, etc. must be place in recycling bags and put out with the other trash on recycling (Friday) pick up night. Recyclable paper must be stacked and securely tied with twine, in the case of newspapers and magazines, or securely tied in clear plastic recycling bags for other kinds of paper. Violations incurred because the trash was inappropriately bagged (or placed out on the wrong day) will be passed along to the offending party. In addition a fine of $100 will be assessed the offending shareholder.

4 LISPENARD STUDIO CORP. Page 4 As of January 2015 electronics are not recyclable. A place is reserved in the basement for collecting these items and they well be turned over to the city sanitation in batches as needed. CONSTRUCTION PLANS AND SECURITY DEPOSIT Plans for any construction within the confines of a residential or commercial unit must first be approved by the Board. The shareholder must reach out the managing agent to initiate this process, beginning with receiving the alteration agreement. Following a review by the house architect, a security deposit of $10,000 must be sent to the Corp before construction begins. Construction crews do the most damage by negligence to cleaning and safeguarding the common areas. If a crew is responsible for dirt and damage there will be a per diem fine of $100 plus the cost of repair and/or cleaning. This will be taken directly from the security deposit if necessary. Robin please check the alteration agreement for the amount of the security deposit. It may show the outdated $5000 deposit. If so please let us know CONSTRUCTION RESTRICTIONS Construction or repair work by a shareholder or an employee of a shareholder cannot be conducted in the public halls or stairways of the building without the written approval of the Board. All such work must be conducted with the confines of the shareholders unit. All construction, repair work or installation noise can only be conducted on weekdays (not including legal holidays) between the hours of 8:30 a.m. and 5:00 p.m. MOVE IN /MOVE OUT FEE The current fee for moving in or out of the building is $1000. It must be paid to the Corporation before any move occurs. FLIP TAX As of June 30, 2014 the flip tax (transfer fee) was voted by the shareholders and raised from 1% to 1.5% of the purchase price of the share. This is to be paid by the seller at the time of title transfer. Payment should be made to Lispenard Studio Corp. MAINTENANCE OF COMMON AREAS Anytime that a shareholder (or guest, family member, partner or employee of the shareholder) dirties the common areas (e.g. broken and leaking garbage bags, plasterboard from demolition, shedding Christmas trees, etc.), they are responsible for cleaning the area (and/or repairing any damage) immediately. OBSTRUCTION OF COMMON AREAS It is illegal to keep anything in the common areas. Common areas include the stairs, landings and the hallways. These are fire exits (by law) and it is illegal to block them. The building is subject to fines for these violations. Please keep everything (e.g. construction materials, work-related supplies, bicycles, cleaning supplies, etc.) from these areas. Failure to do so will result in a penalty of $ assessed the offending shareholder.

5 LISPENARD STUDIO CORP. Page 5 STORAGE IN COMMON AREAS No storage of any kind, including bicycles, carriages, shopping carts, etc. are permitted in the basement, on the roof, on the fire escapes, or in any of the common areas of the building. Shareholders using common areas for storage will be fined an assessment of $ DECORATION OF THE COMMON AREAS No common areas above the first floor can be decorated or furnished in any manner by a shareholder without prior consent of the Board and the shareholders whose unit also adjoins the area in question. No change of paint color, flooring, light fixtures or other architectural elements can be performed without the written permission of the Board and all shareholders on each floor. BUILDING EXTERIOR Nothing can be hung or shaken from the windows, nor can an article be placed upon the outer windowsills of the building. No radio or television aerial can be attached to or hung from the exterior of the building without prior consent of the Board. No awnings, through-wall air conditioners or ventilators (or anything else that projects out a window) can be installed without prior consent of the Board. No signs, notices, advertisements or illuminations can be inscribed on any window or attached to any other part of the building exterior without prior consent of the Board. (No approval will be granted for any sign or advertisement that exceeds 10 square feet.) OBSTRUCTION OF ENTRANCE Nothing can be placed at the entrance of the building that prevents ready access to the entrance. ROOF DECK RESERVATIONS 1. Each loft will be allowed two (2) private roof usages per year. The following holiday weekends cannot be privately booked: Memorial Day, July Fourth, Labor Day, and Columbus Day weekends. 2. If you would like exclusive use of the roof deck for a small party or private dinner, please send the secretary of the Board of Directors (currently Terry Henley) an (as opposed to the entire building) at least one week before the date so we can schedule and post it. If the secretary is unavailable, we will post who to contact on the electronic bulletin board in the lobby as well as the coop website 3. If the desired date is available, give Terry a $200 refundable check made out the Corp. to secure the reservation. Once this deposit is received, Terry will notify the entire co-operative of the date. Prior to receipt of deposit, no reservation will be set.

6 LISPENARD STUDIO CORP. Page 6 4. The deposit will be returned after the event if the roof is clean, clear of new damage, and available for use the following morning. 5. All residents are asked to accommodate set up activities the hour prior to the reservation. 6. If the board institutes a waiver sign off or other rules for private roof usage, you ll be asked to sign off at the time of your request 7. All persons reserving the roof deck must remove their belongings, garbage and recycling as soon as possible after the reservation period ends. ROOF DECK GENERAL USAGE 1. Please keep the roof deck clean anything you bring up with you, bring back down. 2. When using the grill, please clean/scrape it down when you re done so others can use it. 3. Be prepared for your roof deck activities. If cooking, make sure you have garbage bags and recycling bags for refuse. Bring paper towels to clean up any spills or to wipe down the table tops and any other surface that is dirtied. If you or your guests are going to smoke, bring ashtrays. The stone tiles, roof parapet, planters, or the casual toss off the roof are not suitable for putting your cigarettes out. 4. Remember, also, your neighbors live and sleep directly below this space. Keep the noise level down! If it s later in the evening, be quiet in the hallways and while waiting for the elevator. Instruct your guests to do the same. 5. Please limit large gatherings to 11PM. The deck may be used after 11 PM for small quiet groups. 6. Only use the building s common space. The rest of the roof is off limits. It is private property. If you or your guests step onto it, you are trespassing!! Do not walk across the roof to check out the view. Climbing up the bulkhead ladder is also forbidden. Please make sure your guests understand these restrictions. 7. If you are the last one to leave the roof, please make sure that everything is off. Please close the table umbrella. Check the grill to insure all controls are off and turn the lights off when you leave. The maximum number of guests allowed is 20. The roof deck is for our private use and enjoyment, not for having 300 people over for drinking and partying. No commercial ventures such as photo shoots etc. will be allowed. 8. It is required that any and all gatherings held on the deck, whether private or not, must be attended by a shareholder, their immediate family, their partner, an authorized renter or authorized guest. PASSENGER ELEVATOR The passenger elevator is for passengers only. No heavy equipment, construction material, appliances, furniture, etc. are permitted in the passenger elevator. The only time the elevator may be used for anything other than passenger transport is if the freight elevator is out of commission, or if items do not fit in the freight elevator. Then the protective padding must be used. Contact the super in advance to arrange padding.

7 LISPENARD STUDIO CORP. Page 7 If the elevator is used for something other than passengers it must be left in a clean condition after its use. FREIGHT ELEVATOR The freight is to be used for moving in and out, transporting heavy and bulky items. It should be returned in a clean condition when use of it is complete... MESSENGERS AND TRADESPEOPLE Any messengers or tradespeople seeking entry to the building must be known to the shareholder who admits him/her or otherwise be escorted to and from the main entrance of the building by the shareholder. Messengers and tradespeople may not block open and leave unattended the front doors to the building. A responsible person must be present at all times that the doors are open. Failure to follow this rule will result in a penalty assessment to the shareholder of $ CHILDREN Children are not permitted to play in the common areas, stairways, fire escapes or elevators. Children are not permitted on the roof unless accompanied by an adult. PETS Pets are not permitted free, unsupervised access to the common areas of the building. NOISE No shareholder, subtenant or guest can make any disturbance in the building, or interfere with the rights, comfort and convenience of other shareholders. Musical instruments, stereos, radios or television cannot be played between 11:00 p.m. and 8:00 a.m. if it disturbs or annoys other occupants of the building. FLOOR COVERING Unless expressly permitted by the Board, the floors of each unit must be covered with rugs, carpeting, or other effective noise reducing material to the extent of at least 80% of the floor area of each room, except kitchens, bathrooms, closets and foyer. TOURS, AUCTIONS, PUBLIC EVENTS The Corporation does not allow any group tours, auction sales, or exhibition of any unit or its contents without the consent of the Board. Further, the Corporation does not allow events hosted by an individual other than a shareholder, open events with an admission charge, or any subcontracting for photographic purposes without the consent of the Board. HIRING OF CORPORATION EMPLOYEES A Corporate employee (e.g. the superintendent) cannot be asked to do private work unless hired under a separate arrangement between the shareholder and the employee. ELECTION OF DIRECTORS The Board consists of 5 members. The election or re-election of directors will be staggered from year to year to ensure continuity on the Board--two members will be elected one year; three will be elected the alternate year.

8 LISPENARD STUDIO CORP. Page 8 COMPLAINTS Complaints regarding the service or operation of the building must be made in writing to the Board. ADDITIONS AND AMENDMENTS These House Rules may be added to, amended or repealed at any time by resolution of the Board. CANCELLATION OF CONSENT Any consent or approval given under these House Rules by the Board shall be revocable at any time. PENALTIES FOR CHRONIC MISUSE The Board may choose to impose dollar penalties on shareholders who chronically misuse or abuse the rules of the Corporation. SHAREHOLDER RESPONSIBILITY These House Rules apply to all shareholders and it is the shareholder's responsibility that all people residing or visiting the unit abide by these rules as well. This includes guests, subtenants and employees of the shareholder.