Common use of Adjustment for Share Splits Clause in Contracts

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLV, the Company and the Operating Partnership in accordance with its terms. Very truly yours, CEDAR REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President CEDAR REALTY TRUST PARTNERSHIP, L.P. By: Cedar Realty Trust, Inc., its general partner By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written. MLV & CO. LLC By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Trust, Inc. To: MLV & Co. LLC Attn: Xxxxxxx XxXxxxxx Subject: At-The-Market Issuance—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Agreement among Cedar Realty Trust, Inc. (the “Company”), Cedar Realty Trust Partnership, L.P. (the “Operating Partnership”) and MLV & Co. LLC (“MLV”), dated May 29, 2012 (the “Agreement”), I hereby request on behalf of the Company that MLV sell up to [•] shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLV, AND/OR THE CAPACITY IN WHICH MLV MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLV: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29, 2012 (the “Agreement”), by and among the Company, Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV & Co. LLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, and do hereby confirm that:

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLVXxxxxxx Xxxxx, the Company and the Operating Partnership and the Company in accordance with its terms. Very truly yours, CEDAR REALTY TRUST, INC. By: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President CEDAR REALTY TRUST PARTNERSHIPand Chief Financial Officer AIMCO PROPERTIES, L.P. By: Cedar Realty TrustAIMCO-GP, Inc., its Its general partner By: By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written. MLV : XXXXXXX LYNCH, PIERCE, XXXXXX & CO. LLC By: XXXXX INCORPORATED By /s/ Xxxxxxx XxXxxxxx Xxxxxxxx Name: Xxxxxxx XxXxxxxx Xxxxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % Managing Director EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Trust, Inc. [ ] Cc: [ ] To: MLV & Co. LLC Attn: Xxxxxxx XxXxxxxx [ ] Subject: At-The-Market IssuanceEquity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Equity Distribution Agreement among Cedar Realty Trust, Inc. Apartment Investment and Management Company (the “Company”), Cedar Realty Trust PartnershipAIMCO Properties, L.P. (the “Operating Partnership”) and MLV Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLC Xxxxx Incorporated (“MLVXxxxxxx Xxxxx”), dated May 2924, 2012 2010 (the “Agreement”), I hereby request on behalf of the Company that MLV Xxxxxxx Xxxxx sell up to [•] shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Class A Common Stock, par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLVXXXXXXX XXXXX, AND/OR THE CAPACITY IN WHICH MLV XXXXXXX XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLV: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29, 2012 (the “Agreement”), by and among the Company, Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV & Co. LLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, and do hereby confirm that:

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLV, the Company Operating Partnership and the Operating Partnership Company in accordance with its terms. Very truly yours, CEDAR REALTY ASHFORD HOSPITALITY TRUST, INC. By /s/ David Kimxxxxx Name: David Kimxxxxx Title: Chief Financial Officer ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: Ashford OP General Partner LLC Its general partner By /s/ Xxxxx X. Xxxxxxxx David A. Xxxxxx Name: Xxxxx X. Xxxxxxxx David A. Xxxxxx Title: President CEDAR REALTY TRUST PARTNERSHIP, L.P. By: Cedar Realty Trust, Inc., its general partner By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written. MLV : MCNICOLL, XXXXX & CO. LLC By: XXXX XLC By /s/ Xxxxxxx XxXxxxxx Patrice MxXxxxxx Name: Xxxxxxx XxXxxxxx Patrice MxXxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Ashford Hospitality Trust, Inc. To: MLV McNicoll, Xxxxx & Co. LLC Xxxx XLC Attn: Xxxxxxx XxXxxxxx SubjectPatrice MxXxxxxx Xxxxxxx: At-The-Market Issuance—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Agreement among Cedar Realty Ashford Hospitality Trust, Inc. (the “Company”), Cedar Realty Trust Partnership, L.P. Ashford Hospitality Limited Partnership (the “Operating Partnership”) and MLV McNicoll, Xxxxx & Co. LLC Xxxx XLC (“MLV”), dated May 29September 30, 2012 2011 (the “Agreement”), I hereby request on behalf of the Company that MLV sell up to [•] shares of the Company’s 7.25[8.55% Series B A Cumulative Redeemable Preferred Stock] [8.45% Series D Cumulative Preferred Stock], par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLV, AND/OR THE CAPACITY IN WHICH MLV MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Monty Benxxxx Xxxxxxx Kxxxxxx Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLVXroxxx Xxxxx Ximxxxxx XXX: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xandy Bilxxxxxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxluxxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxfoxxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx MxXxxxxx Xxxx Xxy EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29September [ ], 2012 2011 (the “Agreement”), by and among the Company, Cedar Realty Trust Ashford Hospitality Limited Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV McNicoll, Xxxxx & Co. LLC Xxxx XLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 700,000 shares of each of the Company’s 7.25% Series B A Cumulative Redeemable Preferred Stock and Series D Cumulative Preferred Stock, par value $.01 per share, and do hereby confirm that:

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLV, the Company Operating Partnership and the Operating Partnership Company in accordance with its terms. Very truly yours, CEDAR REALTY TRUST, INC. By: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President CEDAR REALTY TRUST PARTNERSHIPand Chief Financial Officer AIMCO PROPERTIES, L.P. By: Cedar Realty TrustAIMCO-GP, Inc., its Its general partner By: By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written. MLV : XXXXXXXX, XXXXX & CO. VLAK LLC By: By /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Trust, Inc. Apartment Investment and Management Company To: MLV XxXxxxxx, Xxxxx & Co. Vlak LLC Attn: Xxxxxxx XxXxxxxx Subject: At-The-Market Issuance—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Agreement among Cedar Realty Trust, Inc. Apartment Investment and Management Company (the “Company”), Cedar Realty Trust PartnershipAIMCO Properties, L.P. (the “Operating Partnership”) and MLV XxXxxxxx, Xxxxx & Co. Vlak LLC (“MLV”), dated May 29August 24, 2012 2011 (the “Agreement”), I hereby request on behalf of the Company that MLV sell up to [•] shares of the Company’s 7.257.00% Series B Class Z Cumulative Redeemable Preferred Stock, par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLV, AND/OR THE CAPACITY IN WHICH MLV MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLV: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29, 2012 (the “Agreement”), by and among the Company, Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV & Co. LLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, and do hereby confirm that:

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLVKeyBanc, the Company and the Operating Partnership and the Company in accordance with its terms. Very truly yours, CEDAR REALTY TRUST, INC. By: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President CEDAR REALTY TRUST PARTNERSHIPand Chief Financial Officer AIMCO PROPERTIES, L.P. By: Cedar Realty TrustAIMCO-GP, Inc., its Its general partner By: By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: KEYBANC CAPITAL MARKETS INC. MLV & CO. LLC By: By /s/ Xxxxxxx XxXxxxxx Xxxx Xxxxxxxx Name: Xxxxxxx XxXxxxxx Xxxx Xxxxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % Director EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Trust, Inc. [ ] Cc: [ ] To: MLV & Co. LLC Attn: Xxxxxxx XxXxxxxx [ ] Subject: At-The-Market IssuanceEquity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Equity Distribution Agreement among Cedar Realty Trust, Inc. Apartment Investment and Management Company (the “Company”), Cedar Realty Trust PartnershipAIMCO Properties, L.P. (the “Operating Partnership”) and MLV & Co. LLC KeyBanc Capital Markets Inc. (“MLVKeyBanc”), dated May 2924, 2012 2010 (the “Agreement”), I hereby request on behalf of the Company that MLV KeyBanc sell up to [•] shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Class A Common Stock, par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLVKEYBANC, AND/OR THE CAPACITY IN WHICH MLV KEYBANC MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLV: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29, 2012 (the “Agreement”), by and among the Company, Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV & Co. LLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, and do hereby confirm that:

Adjustment for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among MLVXxxxx Fargo, the Company and the Operating Partnership and the Company in accordance with its terms. Very truly yours, CEDAR REALTY TRUST, INC. By: APARTMENT INVESTMENT AND MANAGEMENT COMPANY By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President CEDAR REALTY TRUST PARTNERSHIPand Chief Financial Officer AIMCO PROPERTIES, L.P. By: Cedar Realty TrustAIMCO-GP, Inc., its Its general partner By: By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written. MLV & CO. : XXXXX FARGO SECURITIES, LLC By: By /s/ Xxxxxxx XxXxxxxx Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxx XxXxxxxx Xxxxxxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer SCHEDULE A Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % Director EXHIBIT A FORM OF PLACEMENT NOTICE From: Cedar Realty Trust, Inc. [ ] Cc: [ ] To: MLV & Co. LLC Attn: Xxxxxxx XxXxxxxx [ ] Subject: At-The-Market IssuanceEquity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Equity Distribution Agreement among Cedar Realty Trust, Inc. Apartment Investment and Management Company (the “Company”), Cedar Realty Trust PartnershipAIMCO Properties, L.P. (the “Operating Partnership”) and MLV & Co. Xxxxx Fargo Securities, LLC (“MLVXxxxx Fargo”), dated May 2924, 2012 2010 (the “Agreement”), I hereby request on behalf of the Company that MLV Xxxxx Fargo sell up to [•] shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Class A Common Stock, par value $.01 per share, at a minimum market price of $[•] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company hereby confirms that, as of the date of this Placement Notice, it is not in possession of any material non-public information. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY MLVXXXXX FARGO, AND/OR THE CAPACITY IN WHICH MLV XXXXX FARGO MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES Company: Xxxxx Xxxxxxxx, xxxxxxxxx@xxxxx.xxx Xxxxxx Xxxx, xxxxx@xxxxx.xxx MLV: Xxxxx Xxxxxxxxx, xxxxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxx Xxxxxxx, xxxxxxxx@xxxxx.xxx Xxxxxxx XxXxxxxx, xxxxxxxxx@xxxxx.xxx EXHIBIT C FORM OF OFFICERS’ CERTIFICATE I, [Name], [Title] of Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and I, [Name], [Title] of the Company, do hereby deliver this Officers’ Certificate pursuant to Section 7(n) of the At-The-Market Issuance Sales Agreement, dated May 29, 2012 (the “Agreement”), by and among the Company, Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and MLV & Co. LLC (“MLV”), under which the Company may issue and sell through MLV, acting as agent and/or principal, up to 4,000,000 shares of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, and do hereby confirm that: