EIGHTH AMENDMENT CONDOMINIUM OFFERING PLAN THE 220 CENTRAL PARK SOUTH CONDOMINIUM 220 CENTRAL PARK SOUTH NEW YORK, NEW YORK 10019

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1 EIGHTH AMENDMENT TO CONDOMINIUM OFFERING PLAN 220 CENTRAL PARK SOUTH NEW YORK, NEW YORK DATED: MAY 13,2016 NY vl

2 TABLE OF CONTENTS Section I. PURCHASE PRICE... I 2. INCORPORATION OF THE PLAN... I 3. DEFINITIONS... I 4. NO MATERIAL CHANGES... I Exhibits A. SCHEDULE A, OFFERING PRICES AND RELATED INFORMATION NY 76l86207vl -1-

3 EIGHTH AMENDMENT TO CONDOMINIUM OFFERING PLAN INTRODUCTION This Eighth Amendment (the "Amendment") modifies and supplements the terms of the Condominium Offering Plan for The 220 Central Park South Condominium, 220 Central Park South, New York, New York 10019, dated March 4, 2015, as amended, ("the Plan") and should be incorporated into and read in conjunction with the Plan. The terms of this Amendment are as follows: 1. PURCHASE PRICE The Plan is hereby amended to reflect that Penthouse 16 is hereby offered for sale under the Plan. The Floor Plan for Penthouse 16 is set forth in Part II of the Plan. The Purchase Price and related information for the sale of Penthouse 16 is set forth on "Schedule A, Offering Prices and Related Information" annexed hereto as Exhibit A. 2. INCORPORATION OF THE PLAN The Plan, as modified and supplemented hereby, is incorporated herein by reference with the san1e effect as if set forth at length. 3. DEFINITIONS All terms used in this Amendment not otherwise defined herein shall have the same meanings ascribed to them in the Plan. 4. NO MATERIAL CHANGES Except as set forth in this Amendment, there have been no material changes of facts or circumstances affecting the Property or the offering. SPONSOR: VNO 225 WEST 58TH STREET LLC NY vl -1-

4 EXHIBIT A SCHEDULE A, OFFERING PRICES AND RELATED INFORMATION NY 76!86207vl

5 SCHEDULE A OFFERING PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTATE TAXES ARE FOR: THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, 2018 DECEMBER 31, 2018 Unit (1) I VILLA B- - UNITS Bedrooms I Bathrooms/ Powder Rooms (*) Approx. Unit Square Feet (1) Approx. Terrace! Balcony Square Feet _ill_ i16 Offering Price (2) Residential Manager's Unit Allocation (3) 65,243 Common Interest (4) Annual Common Charges (5) Monthly Common Charges (5) Annual Real Estate Taxes (6) Monthly Rea! Estate Taxes (6) 1' Total Annual Carrying Charges (5)(6) Total Monthly Carrying Charges (5)(6) 5th Floor 5!6t,994 TOWER 3 UNITS ).617! ).580: J.559; 212_~0,286 11~,_??' 5862"; ; ).9146% ).5971% J.9167% ).5984% ).9188% r--

6 SCHEDULE A OFFERING PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTATE TAXES ARE FOR: THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, DECEMBER 31,2018 Unit {1) 'I j...,""""'''is{ Powder Rooms n Approx. Unit Square Feet (1) Approx. Terrace! Balcony Square Feet (j) Offering Price (2) Residential Manager's Unit AUocatlon (3) Common Interest (4) Annual Monthly Annual Common Common Real Estate Charges {5) Charges (5) Taxes (6) Monthly Total Annual Total Monthly Real Estate Carrying Carrying Taxes (6) Charges (5)(6) Charges (5)(6) f--- <+om Floc 49th Floc 50th Floor Que "' 516!2 516! /6/2 5/6/2 11';/17/ 000 J.8206% J.8206% % % """331 ;;:v I ;,;:

7 SCHEDULE A OFFERING PRICES AND RELATED INFORMATION PROJECTED COMMON CHARGES AND REAL ESTATE TAXES ARE FOR: THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, 2018 DECEMBER 31,2018 Unit (1) s 1.1 Approx. Unit Square Feet Powder {1) Rooms (*) Approx. Terrace/ Balcony Square Feet!1J Offering Price (2) Residential Manager's Unit Allocation {3) Common Interest (4) Annual Common Charges (5) Monthly Common Charges (5) Annual Real Estate Taxes (6) Monthly Real Estate Taxes (6) Total Annual Carrying Charges (5)(6) Total Monthly Carrying Charges (5)(6) SUITES ~ f==.1056%.2093% ~tl2.113,. 1156% 1205% lq~"{o * Certain rooms within a Unit, such as a kitchen, dining room, library and laundry room (by way of example only) may not be habitable space and may not be legally used as a bedroom or living room and to do so may result in a building code violation being issued for the Building. The accompanying Notes should be read in conjunction with this Schedule A.

8 SCHEDULE A-1 OFFERING PRICES AND RELATED INFORMATION FOR STORAGE CLOSET LICENSES, WINE CELLAR LICENSES, AND PARKING SPACE LICENSES THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, DECEMBER 31,2018 License Approximate Offering Number(1) Square Feet (1) Price{2) Monthly Annual License Fee (3) License Fee (3) STORAGE CLOSETS S-1 55 $ 138,000 $ 37 $ 438 S-2 50 $ 129,000 $ 33 $ 398 S-3 52 $ 129,000 $ S-4 50 $ $ 33 ' $ 398 S-5 51 $ 129,000 $ 34 $ 406 S-6 51 $ $ 34 $ 406 S-7 50 $ 129,000 $ 33 $ 398 S-8 57 $ 139,000 $ 38 $ 454 S-9 54 $ 139,000 $ 36 $ 430 S $ 139,000 $ 34 $ 406 S $ 139,000 $ 37 $ 438 S $ 139,000 $ 37 $ 438 S $ 139,000 $ 37 $ 438 S $ 139,000 $ 34 $ 406 S $ $ 37 $ 438 S $ 151,000 $ 40 $ 478 S $ $ 31 $ 374 S $ $ 31 $ 366 S $ $ 31 $ 366 S $ 126,000 $ 33 $ 390 S $ $ 34 $ 406 S $ $ 34 $ 406 S $ 126,000 $ 34 $ 406 S $ 126,000 $ 34 $ 406 S $ 126,000 $ 30 $ 358 S $ $ 34 $ 406 S $ $ 56 $ 669 S $ $ 54 $ 653 S $ 128,000 $ 33 $ 398 S $ $ 34 $ 406 S $ $ 33 $ 396 S $ $ 34 $ 406 S $ $ 32 $ 382 S $ 128,000 $ 35 $ 422 S $ 128,000 $ 35 $ 422 S $ $ 29 $ 342 S $ 128,000 $ 34 $ 406 S $ $ 32 $ 382 S $ 128,000 $ 33 $ 390 S $ 128,000 $ 33 $ 398 S $ 126,000 $ 34 $ 406 S $ 126,000 $ 31 $ $ $ 34 $ 406 S $ $ 34 $ 406 S $ $ 31 $ 374 s $ 126,000 $ 32 $ 382 S $ $ 33 $ 390 S $ 135,000 $ 35 $ 422 S $ 135,000 $ 37 $ 438 S $ 175,000 $ 44 $ 534

9 SCHEDULE A-1 OFFERING PRICES AND RELATED INFORMATION FOR STORAGE CLOSET LICENSES, WINE CELLAR LICENSES, AND PARKING SPACE LICENSES THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, DECEMBER 31,2018 License Approximate Offering Number(1) Square Feet (1) Price (2) Monthly Annual License Fee (3) License Fee (3) S $ $ 33 $ 3! S $ 123,000 $ 30 $ S $ 123,000 $ 31 $ " S $ 123,000 $ 33 $ 3! S $ 123,000 $ 31 $ 3 S $ $ 33 $ 3! S $ 123,000 $ 33 $ 3! S $ 123,000 $ 33 $ 3! S $ 123,000 $ 31 $ S $ 123,000 $ 33 $ " 3! S $ $ 31 $ 3 S $ 123,000 $ 32 $ S $ 19~.000 $ so $ 8! " S $ 135,000 $ 36 $ 4 S $ $ 32 $ s $ $ 35 $ 4 " $ 130,000 $ 35 $,. S $ $ 35 $ 4 s $ $ 35 $,. S $ $ 35 $ 4 S $ 130,000 $ 35 $,. S $ 135,000 $ 36 $ 4 S $ $ 33 $ 3! S $ 175,000 $ 46 $ S $ 175,000 $ 46 $ TOTAL STORAGE CLOSETS 3,929 $ 10,085,000 $ 2,608 $ 31,2! " WINE CELLARS W-1 65 $ $ 69 $ a: W-2 52 $ 175,000 $ 56 $ W-3 40 $ 140,000 $ 43 $ " 5 W-4 40 $ 140,000 $ 43 $ 5 W-5 40 $ $ 43 $ 5 W-6 40 $ $ 43 $ 5 W-7 40 $ $ 43 $ 5 W-8 50 $ $ 53 $ 6< W-9 51 $ 175,000 $ 55 $ 6! W $ 175,000 $ 49 $ 5!

10 SCHEDULE A-1 OFFERING PRICES AND RELATED INFORMATION FOR STORAGE CLOSET LICENSES, WINE CELLAR LICENSES, AND PARKING SPACE LICENSES THE ANTICIPATED FIRST YEAR OF CONDOMINIUM OPERATION JANUARY 1, DECEMBER 31, 2018 License Approximate Offering Number(1) Square Feet (1) Price (2) Monthly Annual License Fee (3) License Fee (3) W $ 175,000 $ 57 $ 680 W $ $ 57 $ 680 W $ 175,000 $ 56 $ 667 W $ $ 53 $ 641 W $ $ 48 $ 577 W $ $ 53 $ 641 W $ $ 53 $ 641 W $ $ 53 $ 641 W $ $ 51 $ 616 W-30 5 $ $ 5 $ 64 W-31 5 $ 25,000 $ 5 $ 64 W-32 5 $ $ 5 $ 64 W-33 5 $ $ 5 $ 64 W-34 5 $ 25,000 $ 5 $ 64 W-35 5 $ $ 5 $ 64 W-36 3 $ $ 3 $ 38 W-37 3 $ 15,000 $ 3 $ 38 TOTAL WINE CELLARS 1,443 $ 5,130,000 $ 1,542 $ 18,507 PARKING SPACES P-1 NA $ 750,000 $ 1,501 $ P-2 NA $ $ $ 18,010 P-3 NA $ $ $ 18,010 P-4 NA $ 750,000 $ $ 18,010 P-5 NA $ $ $ 18,010 P-6 NA $ $ $ P-7 NA $ $ $ 18,010 P-8 NA $ 750,000 $ $ P-9 NA $ $ 1,501 $ 18,010 P-10 NA $ $ $ 18,010 P11 NA $ 750,000 $ 1,501 $ 18,010 P-12 NA $ $ $ P13 NA $ $ 1,501 $ 18,010 P 14 NA $ $ $ P-15 NA $ 750,000 $ 1,501 $ 18,010 P-16 NA $ $ 1,501 $ 18,010 P-17 NA $ 750,000 $ 1,501 $ 18,010 P-18 NA $ $ $ P 19 NA $ $ $ p 20 NA $ 750,000 $ 1,501 $ P-21 NA $ $ $ p 22 NA $ $ 1,501 $ 18,010 P-23 NA $ $ 1,501 $ P-24 NA $ 750,000 $ 1,501 $ 18,010 TOTAL PARKING SPACES $ 18,000,000 $ 36,021 $ 432,250 The accompanying Notes should be read in conjunction with this Schedule A-1.

11 Notes to Schedule A 1. Floor Plans depicting layouts of Units appear in Part II of the Plan. Purchasers should note that the square footage of each Unit as reflected in Schedule A and the Floor Plans set forth in Part II of the Plan is approximate within reasonable tolerances and may change due to field conditions and construction variances and tolerances. Because dimensions listed are based on measurements from exterior walls, they do not accurately represent the interior space in the Units and may significantly exceed the finished floor area. Floor area may include columns, mechanical pipes shafts, shaftways, chases, chaseways and conduits which may be incorporated behind protruding walls or may be separately enclosed as freestanding columns thereby reducing the available floor area. Each Unit will be measured horizontally from the exterior side of the exterior walls (columns, mechanical pipes shafts, shaftways, chases, chaseways and conduits are not deducted from the measurement of each Unit) to the centerline of the interior walls and partitions separating one Unit from another Unit, or separating a Unit from corridors, stairs, elevators and other mechanical equipment spaces or any Common Elements not within a Unit or to the exterior side of the opposite exterior walls. As is often the case in New York, these square foot areas exceed the usable floor area of each Unit and include columns, mechanical pipes shafts, shaftways, chases, chaseways and conduits which may be incorporated behind protruding walls or may be separately enclosed as freestanding columns thereby reducing the available floor area. Ceiling heights are estimates only. Each Unit consists of the area measured vertically from the top of slab of one floor to the top of the slab of the floor above. Any Common Element located within a Unit will not be part of such Unit. The clearance between the top of the concrete floor slab and the bottom of the finished ceiling in the Units may vary among the Units and certain Units may have less clearance than others and all or portions of certain rooms within Units may have a lesser clearance as the result of construction variances or the presence of beams, ducts and other and mechanical spaces in such Units. Since dimensions listed are based on measurements from floor slabs they may not accurately represent the interior space in the Unit and may significantly exceed the "finished" floor area. Ceiling heights within any given room may also vary. Kitchens, bathrooms, closets, foyers, hallways and entryways typically have dropped ceilings. Purchasers will not be able to determine actual floor to ceiling heights until their respective Unit is completed and no right of rescission will arise as a result of variances in floor to ceiling dimensions. Purchasers are further advised that Sponsor has reserved the right to negotiate with individual purchasers to perform Custom Work which may require a modification in Floor Plans for certain Units and accordingly the layout of the Units and Common Elements may vary. The room cotmt for each Unit was determined by Sponsor's architect in accordance with industry practice for new construction condominiums and does not necessarily conform to the zoning room count or the method utilized by the Real Estate Board of New York. NY v2

12 2. No change will be made in the Purchase Prices other than pursuant to a duly filed amendment to the Plan filed in advance of any such change, except that Sponsor reserves the right to decrease Purchase Prices or modify other tenns of sale without filing an amendment to the Plan at any time during the offering period if such a decrease in the Purchase Price or modification of such other terms of sale does not constitute a general offering or an advertised price but is rather the result of an individually negotiated transaction. In addition to the payment of the Purchase Price, Purchaser will be responsible at Closing for certain closing costs as explained in the Section entitled "Closing Costs and Adjustments" in Part I of the Plan including, without limitation, the obligation to contribute the Working Capital Fund Contribution to the Working Capital Fund of the Condominium. Purchasers are advised to consult with their attorneys as to the exact closing costs they will incur in purchasing their Units. Purchasers should note that the 8th Floor Duplex and Penthouse 75 in the Tower Building (collectively, the "Designated Units") are not being offered under the Plan as of the Filing Date since Sponsor has not yet determined the Purchase Prices for the Designated Units. At such time as the Purchase Prices are finalized, Sponsor will file a price change amendment reflecting same and offering the Designated Units for sale. The Common Charges, real estate taxes, common interest and all other information regarding the Designated Units including Floor Plans are set forth on Schedule A and elsewhere in the Plan. Sponsor will not market the Designated Units until such time as the price change amendment is filed with the Department of Law. 3. At Closing, each Purchaser will pay a share of the cost of purchasing the Resident Manager's Unit allocated in accordance with the Common Interest of each Unit. 4. The respective Common Interest of each Unit in the Common Elements, in accordance with the provisions of 339-i(l)(iv) of the Condominium Act, is based upon floor space, subject to the location of such space and the additional factors of relative value to other space in the Condominium, the uniqueness of the Unit, the availability of Common Elements for exclusive or shared use and the overall dimensions of the particular Unit. In the event that, prior to the First Closing, Sponsor negotiates with individual Purchasers to change the layout or dimensions of their respective Units and such changes involves the inclusion, in the Unit, of areas formerly designated as Common Elements, or involves adding to the Common Elements, space that was previously incorporated in the Units, the Common Interest of all of the Units may change slightly. Any such change in the Common Interest allocated to a Unit prior to the recording of the Declaration shall not be deemed a material change and shall not give rise to a right of rescission on the part of any Purchaser. 5. The estimates contained in this schedule were prepared on the assumption that the First Year of Condominium Operation will be the term provided for in the Schedule B included as an Exhibit in Part I of this Plan and are only an estimate of the receipts and expenses of the Condominium for the projected year. Sponsor makes no representation regarding the commencement date or the estimated receipts and expenses for the First Year of Condominium Operation which may be greater than or less than the estimated figures set forth in the proposed Schedule B. The actual First Year of Condominium NY 76l86980v2

13 Operation may be earlier or later than such year. If the actual or anticipated date of commencement of condominium operation is delayed by more than six (6) months from the commencement of the projected First Year of Condominium Operation, Sponsor will amend the Plan to include a revised Schedule B disclosing current projections. If such amended projections exceed original projections by twenty-five (25%) percent or more, Sponsor will offer all Purchasers that executed Agreements prior to the date that an amendment is filed including the revised budget to rescind for a period of fifteen (15) days after the date of the presentation of the amendment setting forth the right to rescind. The estimated monthly Common Charges for each Unit are based on the Schedule B. The estimated monthly Common Charges include the cost of central heating for the Units. Each individual Unit is provided with an incremental HV AC air conditioning unit. The Maintenance and operating cost of the HV AC units are borne by the individual Unit Owners. Please refer to Schedule B-1 "Energy Costs Projection" for further information regarding estimated energy costs. In addition to these estimated payments, each Unit Owner will be responsible for real estate taxes for such Unit, mortgage payments under a loan or loans, if any, obtained to finance the purchase of the Unit, the cost of electricity supplied to the Unit which will be separately sub-metered and payable to the Condominium Board in the same manner as Common Charges are paid, the insurance which must be carried by each Unit Owner with respect to liability and casualty to the contents of the Unit, the cost of cable television service and the cost of interior repairs and decorations to the Unit. Until the Units are separately assessed, real estate taxes shall be part of Common Expenses. In the event that the payments made by Unit Owners are less than or more than the amount of taxes paid for the period in question, Unit Owners will be reimbursed for any overpayment of taxes or assessed for an underpayment. 6. Assuming the Property does not receive any abatement from real estate taxes, it is estimated that the aggregate real estate taxes attributable to all Unit Owners for the First Year of Condominium Operation will total approximately $11,358,289 SPONSOR MAKES NO REPRESENTATION THAT THE ASSESSED VALUE OF THE PROPERTY, THE ESTIMATED ALLOCATIONS OR THE TAX RATE WILL NOT BE CHANGED. PURCHASERS ARE ADVISED THAT THE NEW YORK CITY TAXING AUTHORITIES HAVE IMPLEMENTED SIGNIFICANT INCREASES IN THE TENTATIVE ASSESSED VALUATIONS FOR NEW CONSTRUCTION CONDOMINIUMS FOR THE 2017/2018 AND 2018/2019 TAX YEARS WHICH DO NOT APPEAR CONSISTENT WITH THEIR VALUATIONS IN PRIOR YEARS. SPONSOR MAKES NO REPRESENTATIONS REGARDING THE METHODOLOGY WHICH THE TAXING AUTHORITIES WILL USE IN FUTURE TAX YEARS. PURCHASERS ARE FURTHER ADVISED THAT SINCE THE ESTIMATED TAXES FOR THE PROJECTED FIRST YEAR OF CONDOMINIUM OPERATION INCLUDE SIX (6) MONTHS OF REAL ESTATE TAXES ON THE BUILDING WHILE STILL UNDER CONSTRUCTION AND ACCORDINGLY, THE REAL NY v2

14 ESTATE TAXES AND SIX (6) MONTHS OF REAL ESTATE TAXES ON THE BUILDING "AS COMPLETE" AND ACCORDINGLY ESTIMATED TAXES FOR THE SECOND YEAR OF CONDOMINIUM OPERATION WILL BE APPROXIMATELY 20% HIGHER. Please refer to the Section of the Plan entitled "Real Estate Taxes" and the opinion of Stroock & Stroock & Lavan LLP set forth in Part I of the Plan for further discussion regarding real estate taxes and benefits for the Property. The real estate tax estimates for each Unit were calculated on the assumption that the real estate taxes for the Building payable with respect to each Unit for the First Year of Condominium Operation will be allocated in proportion to each Unit's percentage interest in the Common Elements. The tax figures set forth on Schedule A are estimates only and actual real estate taxes for the First Year of Condominium Operation may be higher or lower. Upon determination of individual tax lots and individual Unit assessments, the New York City tax authorities may allocate taxes between the Units in proportion to each Unit's purchase price or imputed market value rather than its Common Interest, and, if so, Units having the same or similar purchase price or imputed market value, may pay higher real estate taxes than are reflected on Schedule A. Units owned by individual Unit Owners may qualify for a partial abatement of real estate taxes pursuant to the Condominium Abatement Program. The benefit may be available to Units where one of the Unit Owners maintains his or her primary residence in the Building. Units owned by Sponsors, limited liability companies, corporations, partnerships and Unit Owners of more than three units in the Building are not eligible. Some Units owned by a trust for the benefit of a primary resident may qualify; Purchasers are advised to consult their legal advisor to determine if a specific form of trust would qualify. Sponsor has no obligations with respect to the abatement application and same must be made by the Condominium Board and the individual Unit Owner and will be restricted to Unit Owners who use at least one Unit in the Building as their primary residence. A Unit qualifies if it meets the requirements as of January 5 prior to the July I beginning of the City's tax year. The City will not grant the benefit to a Unit that it has designated as commercial property, which may include storage or parking space units, or where the owner cannot supply a social security number. The Condominium Abatement Program is in place through the tax year, which ends June 30, There is no guarantee that the Condominium Abatement Program will be renewed beyond that date and, if renewed, that its requirements and benefits will be consistent with those of the current program. See the Section entitled "Income Tax Deductions to Unit Owners and Tax Status of Condominium" and the Attorney's Income Tax Opinion in Part I of the Plan for a discussion concerning the deductibility of real estate taxes paid with respect to a Unit. Purchasers should note that the deductibility of mortgage interest and real estate taxes in future years may vary due to changes in the interest rate on the unit owner's mortgage (if any) or from changes in the allocation of constant debt service payments to interest and principal, or due to changes in real property taxes resulting from the expiration of NY 76!86980v2

15 NY v2 real estate tax benefits, or from changes in the assessed value, the tax rate or the method of assessing real property.