Exhibit 10.15


 


EXECUTION VERSION 


 





 


CLIPPER REALTY INC.

2015 NON-EMPLOYEE DIRECTOR PLAN


 


RESTRICTED LTIP UNIT AGREEMENT FOR DIRECTORS


 


This RESTRICTED LTIP UNIT AGREEMENT (this “Agreement”
or “Restricted LTIP Unit Agreement”) is made as of the Grant Date set forth on Schedule A hereto between
Clipper Realty Inc., a Maryland corporation (the “Company”), its subsidiary Clipper Realty L.P., a Delaware
limited partnership (the “Partnership”), and the non-employee director of the Company listed on Schedule
A (the “Director”).


 


RECITALS


 


A.           In
accordance with the Clipper Realty Inc. 2015 Non-Employee Director Plan, as it may be amended from time to time (the “Plan”),
the Company desires to provide the Director with an opportunity to acquire LTIP Units (as defined in the agreement of limited partnership
of the Partnership, as amended (the “Partnership Agreement”)) having the rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the
Plan and in the Partnership Agreement, and thereby provide additional incentive for the Director to promote the progress and success
of the business of the Company, the Partnership and its subsidiaries.


 


B.           Schedule
A hereto sets forth certain significant details of the LTIP Unit grant herein and is incorporated herein by reference. Capitalized
terms used herein and not otherwise defined have the meanings provided on Schedule A.


 


NOW, THEREFORE, the Company, the Partnership and
the Director hereby agree as follows:


 


AGREEMENT


 


1.          Grant
of Restricted LTIP Units. On the terms and conditions set forth below, as well as the terms and conditions of the Plan (which
are incorporated herein by reference), the Company hereby grants to the Director such number of LTIP Units as is set forth on Schedule
A (the “Restricted LTIP Units”).


 




    	 	 	 



     


    

 


2.          Vesting
Period. The vesting period of the Restricted LTIP Units (the “Vesting Period”) begins on the Grant Date
and continues until such date as is set forth on Schedule A as the date on which the Restricted LTIP Units are fully vested.
The Director shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the
Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement)
for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Director shall not have the right to
receive cash distributions paid on Restricted LTIP Units for which the Vesting Period has not expired unless the Director is serving
as a non-employee director of the Company on the date coinciding with the date any such distributions are payable.


 


The Director shall have the right to vote the
Restricted LTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the Vesting Period has
expired.


 


3.          Forfeiture
of Restricted LTIP Units. If the Director’s service as a non-employee director of the Company terminates for any reason
prior to the expiration of the Vesting Period except as provided in Schedule A, the Restricted LTIP Units shall be forfeited
and returned to the Company for delivery to the Partnership and cancellation.


 


4.          Certificates.
Each certificate, if any, issued in respect of the Restricted LTIP Units awarded under this Restricted LTIP Unit Agreement shall
be registered in the Director’s name and held by the Company until the expiration of the Vesting Period. If certificates
representing the LTIP Units are issued by the Partnership, at the expiration of the Vesting Period, the Company shall deliver to
the Director (or, if applicable, to the Director’s legal representatives, beneficiaries or heirs) certificates representing
the number of LTIP Units that vested upon the expiration of the Vesting Period. The Director agrees that any resale of the LTIP
Units received upon the expiration of the Vesting Period (or shares of the Company’s common stock, par value $0.01 per share
(the “Common Shares”) received upon redemption of or in exchange for LTIP Units or Partnership Units of the
Partnership into which LTIP Units may have been converted) shall not occur during the “blackout periods” forbidding
sales of Company securities, as set forth in the then-applicable Company employee manual or insider trading policy. In addition,
any resale shall be made in compliance with the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated
thereunder (or any successor rule).


 


5.          Notice.
Any notice to be given to the Company shall be addressed to the Chief Financial Officer of the Company at 4611 12th Avenue,
Suite 1L, Brooklyn, New York 11219, and any notice to be given the Director shall be addressed to the Director at the Director’s
address as it appears on the records of the Company, or at such other address as the Company or the Director may hereafter designate
in writing to the other.


 


6.          Governing
Law. This Restricted LTIP Unit Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Delaware, without references to principles of conflict of laws.


 




    	 	-2-	 



     


    

 


7.          Counterparts.
This Restricted LTIP Unit Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties
had signed the same document. All counterparts shall be construed together and constitute the same instrument.


 


8.          Miscellaneous.
This Restricted LTIP Unit Agreement may not be amended except in writing signed by the Company and the Director. Notwithstanding
the foregoing, this Restricted LTIP Unit Agreement may be amended in writing signed only by the Company to: (a) correct any
errors or ambiguities in this Restricted LTIP Unit Agreement; and/or (b) to make such changes that do not materially adversely
affect the Director’s rights hereunder. This grant shall in no way affect the Director’s participation or benefits
under any other plan or benefit program maintained or provided by the Company. In the event of a conflict between this Restricted
LTIP Unit Agreement and the Plan, the Plan shall govern.


 


9.          Status
as a Partner. As of the Grant Date, the Director shall be admitted as a limited partner of the Partnership with beneficial
ownership of the number of LTIP Units issued to the Director as of such date pursuant to this Restricted LTIP Unit Agreement by:
(A) signing and delivering to the Partnership a copy of this Agreement; and (B) signing, as a Limited Partner, and delivering to
the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).


 


10.         Status
of LTIP Units under the Plan. The LTIP Units are both issued as equity securities of the Partnership and granted as awards
under the Plan. The Company will have the right at its option, as set forth in the Partnership Agreement, to issue Common Shares
in exchange for Partnership Units into which LTIP Units may have been converted pursuant to the Partnership Agreement, subject
to certain limitations set forth in the Partnership Agreement, and such Common Shares, if issued, will be issued under the Plan.
The Director must be eligible to receive the LTIP Units in compliance with applicable federal and state securities laws and to
that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit
B). The Director acknowledges that the Director will have no right to approve or disapprove such determination by the Company.


 


11.         Investment
Representations; Registration. The Director hereby makes the covenants, representations and warranties as set forth on Exhibit
B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Restricted
LTIP Unit Agreement by the Director. The Partnership will have no obligation to register under the Securities Act any LTIP Units
or any other securities issued pursuant to this Restricted LTIP Unit Agreement or upon conversion or exchange of LTIP Units.


 


12.         SECTION
83(B) ELECTION. IN CONNECTION WITH THIS RESTRICTED LTIP UNIT AGREEMENT, THE DIRECTOR HEREBY AGREES TO MAKE AN ELECTION TO INCLUDE
IN GROSS INCOME IN THE YEAR IN WHICH THE GRANT DATE OCCURS THE APPLICABLE LTIP UNITS PURSUANT TO SECTION 83(B) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C AND TO SUPPLY THE NECESSARY INFORMATION
IN ACCORDANCE WITH THE REGULATIONS PROMULGATED THEREUNDER. SUCH ELECTION MUST BE MADE WITHIN 30 DAYS OF THE GRANT DATE AND MAILED
TO THE INTERNAL REVENUE SERVICE CENTER WHERE THE DIRECTOR’S FEDERAL TAX RETURNS ARE FILED, AND A COPY OF SUCH ELECTION MUST
BE ATTACHED TO THE DIRECTOR’S FEDERAL TAX RETURN FOR THE YEAR IN WHICH THE GRANT DATE OCCURS. THE DIRECTOR MUST NOTIFY THE
COMPANY AND THE PARTNERSHIP WITHIN 10 DAYS OF FILING SUCH ELECTION.


 




    	 	-3-	 



     


    

 


13.         Acknowledgement.
The Director hereby acknowledges and agrees that this Restricted LTIP Unit Agreement and the LTIP Units issued hereunder shall
constitute satisfaction in full of all obligations of the Company and the Partnership, if any, to grant to the Director LTIP Units
pursuant to the terms of any written agreement or letter or other written offer or description of service with the Company, the
Partnership and/or an affiliate executed prior to or coincident with the date hereof.


 


IN WITNESS WHEREOF, this Restricted LTIP Unit
Agreement has been executed by the parties hereto, and is effective, as of the Grant Date.


 


	 	CLIPPER REALTY INC.
	 	 
	 	By:	
        /s/ David Bistricer

	 	 	Name:	David Bistricer
	 	 	Title:	Co-Chairman and

Chief Executive Officer


 


	 	CLIPPER REALTY L.P.
	 	 
	 	By:	CLIPPER REALTY INC.
	 	 
	 	By:	
        /s/ David Bistricer

	 	 	Name:	David Bistricer
	 	 	Title:	Co-Chairman and

Chief Executive Officer


 


	 	DIRECTOR
	 	 
	 	By: 	
        /s/ Sam levinson

	 	 	Name:	Sam Levinson


 




    	 	-4-	 



     


    

 


SCHEDULE A TO RESTRICTED LTIP UNIT AGREEMENT


 


	Name of Director:	Sam Levinson
	 	 
	Grant Date:	August 3, 2015
	 	 
	Number of Restricted LTIP Units:	100,000
	 	 
	Vesting Date:	100% on the third anniversary of the Grant Date
	 	 
	 	
        The Restricted LTIP Units will only vest if the Director is, and
        has been, serving as a non-employee director of the Company from the Grant Date through the expiration of the Vesting Period.

         

        Notwithstanding the foregoing and any provision in the Agreement
        or the Plan:

         

        A.   Upon
        a termination of service due to death or disability (as defined in the Company’s disability policy, as may be amended from
        time to time), the Restricted LTIP Units will immediately vest as of the date of such termination; and

        B.    Upon
        a Change in Control (as defined in the Plan), any Restricted LTIP Units for which the Vesting Period has not expired shall become
        fully vested.



 




    	 	Schedule A-1	 



     


    

 


EXHIBIT A



FORM OF LIMITED PARTNER SIGNATURE PAGE


 


The Director, desiring to become one of the within
named Limited Partners of Clipper Realty L.P., hereby accepts all of the terms and conditions of (including, without limitation,
the provisions related to powers of attorney), and becomes a party to, the Limited Partnership Agreement, dated as of August 3,
2015, of Clipper Realty L.P., as amended (the “Partnership Agreement”). Capitalized terms used but not defined
herein have the meaning ascribed thereto in the Partnership Agreement. The Director agrees that this signature page may be attached
to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers
to the Director):


 


1.          The
Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound
by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating
to limitations and restrictions on the transfer of Partnership Units.


 


2.          The
Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and
not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the
Limited Partner other than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation
to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Partnership
Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided
to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General
Partner delivers to the Limited Partner Common Shares of the General Partner (“Common Shares”) upon redemption
of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment
and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited
Partner other than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common
Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements
of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any
Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner
is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.


 


3.          The
Limited Partner hereby affirms that it has appointed the General Partner, any Liquidator and authorized officers and attorneys-in-fact
of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead, in accordance with Section 2.4 of the Partnership Agreement, which
section is hereby incorporated by reference. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled
with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy
or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives,
successors and assigns.


 




    	 	Exhibit A-1	 



     


    

 


4.          The
Limited Partner hereby confirms that, notwithstanding any provisions of the Partnership Agreement to the contrary, the LTIP Units
shall not be redeemable by the Limited Partner pursuant to Section 8.5 of the Partnership Agreement.


 


5.          (a)
The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended
by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of
Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 8.5 of
the Partnership Agreement intended to increase the waiting period between the delivery of a Notice of Redemption and the Specified
Redemption Date and/or the Valuation Date to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended
to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions
described in Treasury Regulations Section 1.7704-1(f).


 


(b)          The
Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and
each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with
full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph
5(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled
with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy
or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives,
successors and assigns.


 


6.          The
Limited Partner agrees that it will not transfer any interest in the Partnership Units (x) through (i) a national, non-U.S., regional,
local or other securities exchange, (ii) PORTAL or (iii) an over-the-counter market (including an interdealer quotation system
that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (y)
to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the
Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes
with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on
behalf of others.


 


7.          The
Limited Partner acknowledges that the General Partner shall be a third-party beneficiary of the representations, covenants and
agreements set forth in Sections 4 and 6 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise,
Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations
and covenants set forth in Sections 4 and 6 hereof.


 




    	 	Exhibit A-2	 



     


    

 


8.          This
acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard
to the principles of conflicts of law.


 


	 	 	Signature Line for Limited Partner:
	 	 	 
	 	 	 
	 	By:	
        /s/ Sam Levinson

	 	 	Name:  Sam Levinson
	 	 	Date:  August 3, 2015
	 	 	Address of Limited Partner:
	 	 	4611 12th Avenue, Suite IL

Brooklyn, New York  11219


 




    	 	Exhibit A-3	 



     


    

 


EXHIBIT B



DIRECTOR’S COVENANTS, REPRESENTATIONS AND WARRANTIES


 


The Director hereby represents, warrants and covenants
as follows:


 


(a)          The
Director has received and had an opportunity to review the following documents (the “Background Documents”),
to the extent available:


 


(i)          The
Company’s latest Annual Report to Shareholders;


 


(ii)         The
Company’s Proxy Statement for its most recent Annual Meeting of Shareholders;


 


(iii)        The
Company’s and the Partnership’s Reports on Form 10-K for the fiscal year most recently ended;


 


(iv)        The
Company’s and the Partnership’s Form 10-Q, if any, for the most recently ended quarter filed by the Company and the
Partnership with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;


 


(v)         Each
of the Current Report(s) on Form 8-K of the Company and the Partnership, if any, filed since the end of the fiscal year most recently
ended for which a Form 10-K has been filed by the Company and the Partnership;


 


(vi)        The
Partnership Agreement; and


 


(vii)       The
Plan.


 


The Director also acknowledges that any delivery
of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the
Partnership of the suitability of the Director as a holder of LTIP Units shall not constitute an offer of LTIP Units until such
determination of suitability shall be made.


 


(b)          The
Director hereby represents and warrants that:


 


(i)          By
reason of the business and financial experience of the Director, together with the business and financial experience of those persons,
if any, retained by the Director to represent or advise him with respect to the grant to him of LTIP Units, the potential conversion
of LTIP Units into Partnership Units and the potential redemption of such Partnership Units for the Company’s Common Shares
(“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in
making investment decisions of this type that the Director (I) is capable of evaluating the merits and risks of an investment in
the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of
protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is
capable of bearing the economic risk of such investment.


 




    	 	Exhibit B-1	 



     


    

 


(ii)         The
Director understands that (A) the Director is responsible for consulting his own tax advisors with respect to the application of
the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Director is or
by reason of the award of LTIP Units may become subject, to his particular situation; (B) the Director has not received or relied
upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors,
in their capacity as such; (C) the Director provides services to the Partnership on a regular basis and in such capacity has access
to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Director
believes to be necessary and appropriate to make an informed decision to accept this award of LTIP Units; and (D) an investment
in the Partnership and/or the Company involves substantial risks. The Director has been given the opportunity to make a thorough
investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating
to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The
Director has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents)
deemed necessary by the Director to verify the accuracy of information conveyed to the Director. The Director confirms that all
documents, records, and books pertaining to his receipt of LTIP Units which were requested by the Director have been made available
or delivered to the Director. The Director has had an opportunity to ask questions of and receive answers from the Partnership
and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The
Director has relied upon, and is making its decision solely upon, the Background Documents and other written information provided
to the Director by the Partnership or the Company.


 


(iii)        The
LTIP Units to be issued, the Partnership Units issuable upon conversion of the LTIP Units and any REIT Shares issued in connection
with the redemption of any such Partnership Units will be acquired for the account of the Director for investment only and not
with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation
therein, without prejudice, however, to the Director’s right (subject to the terms of the LTIP Units, the Plan and this Agreement)
at all times to sell or otherwise dispose of all or any part of his LTIP Units, Partnership Units or REIT Shares in compliance
with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being
at all times within his control.


 




    	 	Exhibit B-2	 



     


    

 


(iv)        The
Director acknowledges that (A) neither the LTIP Units to be issued, nor the Partnership Units issuable upon conversion of the LTIP
Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from
registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Partnership Units are represented
by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company
on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Director
contained herein, (C) such LTIP Units or Partnership Units, therefore, cannot be resold unless registered under the Securities
Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market
for such LTIP Units and Partnership Units and (E) neither the Partnership nor the Company has any obligation or intention
to register such LTIP Units or the Partnership Units issuable upon conversion of the LTIP Units under the Securities Act or any
state securities laws or to take any action that would make available any exemption from the registration requirements of such
laws, except that, upon the redemption of the Partnership Units for REIT Shares, the Company may issue such REIT Shares under the
Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Director is eligible
to receive such REIT Shares under the Plan at the time of such issuance, (II) the Company has filed a Form S-8 Registration Statement
with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at
the time of the issuance of such REIT Shares. The Director hereby acknowledges that because of the restrictions on transfer or
assignment of such LTIP Units acquired hereby and the Partnership Units issuable upon conversion of the LTIP Units which are set
forth in the Partnership Agreement or this Agreement, the Director may have to bear the economic risk of his ownership of the LTIP
Units acquired hereby and the Partnership Units issuable upon conversion of the LTIP Units for an indefinite period of time.


 


(v)         The
Director has determined that the LTIP Units are a suitable investment for the Director.


 


(vi)        No
representations or warranties have been made to the Director by the Partnership or the Company, or any officer, director, shareholder,
agent or affiliate of any of them, and the Director has received no information relating to an investment in the Partnership or
the LTIP Units except the information specified in paragraph (a) above.


 


(c)          So
long as the Director holds any LTIP Units, the Director shall disclose to the Partnership in writing such information as may be
reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and
to establish compliance with provisions of the Code applicable to the Partnership or to comply with requirements of any other appropriate
taxing authority.


 


(d)          The
Director hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and
has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit C. The Director
agrees to file the election (or to permit the Partnership to file such election on the Director’s behalf) within thirty (30)
days after the award of the LTIP Units hereunder with the IRS Service Center at which such Director files his personal income tax
returns, and to file a copy of such election with the Director’s U.S. federal income tax return for the taxable year in which
the LTIP Units are awarded to the Director.


 


(e)          The
address set forth on the signature page of this Agreement is the address of the Director’s principal residence, and the Director
has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which
such residence is sited.


 




    	 	Exhibit B-3	 



     


    

 


EXHIBIT C



ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER OF


PROPERTY PURSUANT TO SECTION 83(B) OF THE INTERNAL REVENUE CODE


 


The undersigned hereby makes an election pursuant
to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information
in accordance with the regulations promulgated thereunder:


 


		1.	The name, address and taxpayer identification number
of the undersigned are:



 


Name: Sam Levinson (the “Taxpayer”)


 


Address: __________________________________


 


Social Security No./Taxpayer Identification No.: ________________________


 


		2.	Description of property with respect to which the election
is being made:



 


The election is being made with respect to LTIP Units in
Clipper Realty L.P. (the “Partnership”).


 


		3.	The date on which the LTIP Units were transferred is
August 3, 2015. The taxable year to which this election relates is calendar year 2015.



 


		4.	Nature of restrictions to which the LTIP Units are subject:



 


		(a)	With limited exceptions, until the LTIP Units vest, the
Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.



 


		(b)	The Taxpayer’s LTIP Units vest in accordance with
the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting
provisions described in the Schedule attached hereto.



 


		5.	The fair market value at time of transfer (determined
without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect
to which this election is being made was $0 per LTIP Unit.



 


		6.	The amount paid by the Taxpayer for the LTIP Units was
$0 per LTIP Unit.



 


		7.	A copy of this statement has been furnished to the Partnership
and Clipper Realty Inc.



 





	 	 	Dated:	 	 
	 	 	 	 	 
	 	 	Name:	 	 







 




    	 	Exhibit C-1	 



     


    

 


SCHEDULE TO EXHIBIT C



Vesting Provisions of LTIP Units


 


The LTIP Units are subject to time-based vesting
with 100% vesting on August 3, 2018, provided that the Taxpayer remains a non-employee director of Clipper Realty Inc. through
such dates, subject to acceleration in the event of certain extraordinary transactions or termination of the Taxpayer’s service
relationship with Clipper Realty Inc. under specified circumstances. Unvested LTIP Units are subject to forfeiture in the event
of failure to vest based on the passage of time and continued service.


 




    	 	Exhibit C-2