Clipper Realty Inc.

Footnotes

F1

Represents shares of common stock beneficially held by the Reporting Person through the Morgan Capital Retirement Trust.↩ 1

F2

Special Voting Stock is a class of stock of the Issuer that does not share in any distribution to stockholders of the Issuer, but gives the holder thereof one vote per share on all matters on which the Issuer's holders of Common Stock vote, subject to certain exceptions. Holders of shares of Special Voting Stock own such shares by virtue of their ownership of Class B LLC Units of certain limited liability companies that are indirect subsidiaries of the Issuer, with which Units the shares of Special Voting Stock are paired on a one-to-one basis. Each Class B LLC Unit is exchangeable, together with one share of Special Voting Stock, for an amount of cash equal to the fair market value of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The right to exchange Class B LLC Units, together with Special Voting Stock, does not have an expiration date.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6↩ 7

F3

Represents the acquisition of 693,125 shares of Special Voting Stock that were distributed from The Moric Bistricer 2014 Trust to The Moric Bistricer 2014 Trust FBO David Bistricer Trust for no consideration, as the beneficiary of the trust. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.↩ 1

F4

Represents a pro-rata distribution of 4,278,058 shares of Special Voting Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. The reporting person share of 1,069,515 shares of Special Voting Stock was transferred directly to the Moric Bistricer 2016 Family Trust FBO David Bistrcier, as the beneficiary of the trust. This transfer represents a change in the form of beneficial ownership from one indirect form to another indirect form. The remaining 3,208,543 shares of Special Voting Stock were distributed to other beneficiaries and represent a disposition of beneficial ownership by the reporting person. The reporting person serves as a co-trustee of the FBO Trust alongside an independent trustee and shares voting and investment power over the shares held by the FBO Trust.↩ 1↩ 2

F5

Represents a pro-rata distribution of 348,933 shares of Common Stock from the Moric Bistricer 2016 Family Trust, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.↩ 1

F6

Represents a pro-rata distribution of 318,262 shares of Common Stock from the Moric Bistricer 2012 Family Trust, for which the reporting person is one of two trustees, for no consideration, to its beneficiaries. Following the distribution, the reporting person no longer holds any voting, investment, or pecuniary interest in the distributed shares, and ceases to be a beneficial owner of such securities.↩ 1