Security

Type

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered(1)

Proposed

Maximum

Offering

Price Per

unit(2)

Maximum
Aggregate

Offering

Price

Fee Rate

Amount of
Registration

Fee

Equity

Common Stock, par value $0.01 per share

(2)

Omnibus Plan

2,500,000

$3.95

$9,875,000

.00014760

$1,457.55

Director Plan

500,000

$3.95

$1,975,000

.00014760

$291.51

Total Offering Amounts

$11,850,000

$1,749.06

Total Fee Offsets

-

Net Fee Due

$1,749.06

(1)  

This Registration Statement is being filed with the Securities and Exchange Commission (the “SEC”) to register an additional 2,500,000 shares of Common Stock (“Common Stock”) that may be issued under the Clipper Realty Inc. 2015 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and an additional 500,000 shares of Common Stock that may be issued under the Clipper Realty Inc. 2015 Non-Employee Director Plan (the “Director Plan,” and collectively with the Omnibus Plan, the “Plans”). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities which may be issued pursuant to the Plans to prevent dilution from stock splits, stock dividends or similar transactions.

(2)

Estimated, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low sale prices for shares of Common Stock on the New York Stock Exchange on July 30, 2024.