Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. In the event of a Change of Control, the Issuer will have the option to redeem the Series D Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series D Preferred Stock, the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement. Lead Book-Running Manager: Sandler X’Xxxxx + Partners, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx LLC Co-Managers: Boenning & Scattergood, Inc. American Capital Partners, LLC The Issuer has filed a registration statement (including a prospectus dated September 20, 2017 and a preliminary prospectus supplement dated April 8, 2019) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling toll-free 0-000-000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLC

Special Optional Redemption. In the event of a Change of Control, the Issuer will have the option to redeem the Series D C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series D C Preferred Stock, the holders of shares of the Series D C Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D C Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 400 / US83600C5094 US83600C4006 Expected Listing: The Issuer has filed an application to list the Series D C Preferred Stock with the NASDAQ under the symbol “SOHONSOHOO.” If the listing application is approved, the Issuer expects trading of the Series D C Preferred Stock to commence within 30 days after initial delivery of the Series D C Preferred Stock. Voting Rights The Series D C Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement. Lead Book-Running Manager: Sandler X’Xxxxx + Partners, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx LLC Co-Managers: Boenning & Scattergood, Inc. American Capital PartnersJ.J.B. Xxxxxxxx, X.X. Xxxxx, LLC The Issuer has filed Pro Forma Ratio of Earnings to Combined Fixed Charges and Preferred Dividends After giving effect to this offering and the use of the net proceeds as set forth under “Use of Proceeds” in the Preliminary Prospectus Supplement, our ratio of earnings to combined fixed charges and preferred dividends on a registration statement (including a prospectus dated September 20pro forma basis for each period presented would have been as follows: Pro Forma Consolidated Six Months Ended June 30, 2017 Year Ended December 31, 2016 Ratio of earnings to fixed charges 2.09 (1) 1.18 (2) Ratio of earnings to combined fixed charges and a preliminary prospectus supplement dated April 8, 2019preferred dividends 1.47 (3) with the Securities and Exchange Commission 0.98 (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling toll-free 0-000-000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLC4)

Special Optional Redemption. In Upon the event occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), the Issuer will have the option to redeem the Series D C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred occurred, for cash at a redemption price of $25.00 per share, plus any all accrued and unpaid dividends (whether or not declared) to, but not including, the redemption datedate of redemption. To the extent that If the Issuer exercises its redemption right (by sending the required notice) relating to the Series D Preferred Stockrights as described under “Conversion Rights” below, the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D C Preferred Stock will not have voting rightsthe conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, except each holder of Series C Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as set forth defined in the preliminary prospectus supplement. Lead Book-Running Manager: Sandler X’Xxxxx + PartnersPreliminary Prospectus Supplement), L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx LLC Co-Managers: Boenning & Scattergood, Inc. American Capital Partners, LLC The the Issuer has filed provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a registration statement number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (including i) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a prospectus dated September 20record date for the Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, 2017 in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 9.8814 (the “Stock Cap”), subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common Sch D stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). If prior to the Change of Control Conversion Date, the Issuer has provided or provides a preliminary prospectus supplement dated April 8redemption notice, 2019) whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert the Series C Preferred Stock in connection with the Securities Change of Control Conversion Right and Exchange Commission (“SEC”) any shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the offering related date of redemption instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions and other important information relating to which this communication relates. Before you investthe foregoing, you should read review the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating appearing in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue Preliminary Prospectus Supplement under “Description of the Xxxxxxxx, 0xx XxxSeries C Preferred Stock — Conversion Rights., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling toll-free 0-000-000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLC”

Special Optional Redemption. In Upon the event occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), the Issuer we will have the option to redeem the Series D B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred occurred, for cash at a redemption price of $25.00 per share, plus any all accrued and unpaid dividends (whether or not declared) distributions to, but not including, the date of redemption. If we exercise our redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series D Preferred Stockrights as described under “Conversion Rights” below, the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D B Preferred Stock will not have voting rightsthe conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, except each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as set forth defined in the preliminary prospectus supplementPreliminary Prospectus Supplement), we have provided or provide notice of our election to redeem the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series B Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series B Preferred Stock plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series B Preferred Stock distribution payment and prior to the corresponding Series B Preferred Stock distribution payment date, in which case no additional amount for such accrued and unpaid distributions will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 10.2041 (the “Stock Cap”), subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). Lead Assuming we sell 4,200,000 shares of Series B Preferred Stock in this offering, the adjusted Exchange Cap would be approximately 48,973,578 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable). Sch D If prior to the Change of Control Conversion Date, we have provided or provide a redemption notice, whether pursuant to our special optional redemption right in connection with a Change of Control or our optional redemption right, holders of Series B Preferred Stock will not have any right to convert the Series B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series B Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions and other important information relating to the foregoing, you should review the information appearing in the Preliminary Prospectus Supplement under “Description of the Series B Preferred Stock— Conversion Rights. Listing/Trading Symbol: NYSE / “CDR PrB.” The last reported sales price for the Series B Preferred Stock on the NYSE on September 11, 2012 was $25.20 per share. CUSIP/ISIN: 000000000 / US1506024074 Joint Book-Running ManagerManagers: Sandler X’Xxxxx + PartnersXxxxxxx Lynch, L.P Passive Book-Running ManagerPierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Joint Lead Managers: Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Co-Managers: Boenning Credit Suisse Securities (USA) LLC KeyBanc Capital Markets Inc. MLV & ScattergoodCo. LLC As used in this free writing prospectus, references to the “Company,” “issuer,” “us,” “our” and “we” mean Cedar Realty Trust, Inc. American Capital Partnersexcluding its subsidiaries, LLC unless otherwise expressly stated or the context otherwise requires. The Issuer issuer has filed a registration statement (including a prospectus dated September 20, 2017 and a preliminary prospectus supplement dated April 8, 2019prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, statement and the related preliminary prospectus supplement and other documents the Issuer issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website Web site at xxx.xxx.xxx. Alternatively, the Issuerissuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partnersby calling by calling Xxxxxxx Lynch, L.P. Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, 1-800-294-1322 or by email to xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, 0000 or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxxto xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. SCHEDULE 1(A)(XISch D Exhibit A FORM OF OPINION OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Capitol Hotel Associates Limited September , 2012 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as counsel to Cedar Realty Trust, Inc., a Maryland corporation (the “Company”) and Cedar Realty Trust Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments HoldingsL.P., LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holdinga Delaware limited partnership (the “Operating Partnership”), Inc. MHI Hospitality TRSin connection with (i) the Company’s Registration Statement on Form S-3 (No. 333-179956), LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS IIincluding the Base Prospectus, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRSdated May 2, LLC Savannah Hotel Associates2012, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherlyfiled by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and (ii) the issuance and sale by the Company of an aggregate of shares of 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Shares”), pursuant to that certain Underwriting Agreement, dated as of September 11, 2012 (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and you, as the Representatives of each of the several underwriters listed on Schedule A thereto (the “Underwriters”). We are rendering this opinion to you pursuant to Section 5(b) of the Underwriting Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement, including the Base Prospectus, and the exhibits thereto, (iii) the Base Prospectus as supplemented by the Company’s preliminary prospectus supplement relating to the Shares, subject to completion, dated September 11, 2012, and the Company’s final prospectus supplement relating to the Shares dated September 11, 2012 and (iv) the charter (including the Series B Articles Supplementary and the Initial Increase Articles Supplementary as filed with the SDAT) and by-Houston GPlaws of the Company, LLC Houston Hotel Associates and the Agreement of Limited Partnership of the Operating Partnership, LLP Houston Hotel Managerdated as of June 25, LLC Houston Hotel Owner1998, LLC SOHO Arlington LLCas amended (the “Operating Partnership Agreement”). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, and such documents, records, agreements, instruments and certificates and other communications from officers and representatives of the Company and others, and have made such examinations of law, as we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to the opinions expressed below, we have relied upon (i) the representations and warranties of the Company and the Operating Partnership contained in the Underwriting Agreement or made pursuant thereto or in connection with the closing thereunder and (ii) statements by, and certificates of, officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any opinion herein concerning any law other than the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America. We have, however, made an independent investigation of the Maryland General Corporation Law (consisting of an examination of such statute of such state) to the extent involved in our opinions expressed below. For purposes of this letter, we have assumed that the Underwriting Agreement is a valid and binding obligation of you and is enforceable against you in accordance with its terms. When reference is made in this opinion to “our knowledge” or to what is “known to us,” it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to the Underwriting Agreement, the Registration Statement, the Prospectus and the sale of the Shares. With respect to our opinion expressed in paragraphs 1, 3 and 4 below relating to the good standing and valid existence of each of the Company and its Subsidiaries, we have relied, with your permission, solely upon good standing certificates of public officials or upon confirmation via facsimile of good standing as an existing corporation or partnership from such public officials, copies of which are being delivered concurrently herewith. Based upon and subject to the foregoing, we are of the opinion that:

Special Optional Redemption. In Upon the event occurrence of a Change of Control, the Issuer will have the option to may, at its option, redeem the Series D A Preferred Stock, in whole or in part, part within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of occurred, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption datedate of redemption. To If, prior to the extent that Change of Control Conversion Date, the Issuer exercises its has provided or provides notice of redemption right (by sending the required notice) relating with respect to the Series D A Preferred StockStock (whether its optional redemption right or its special optional redemption right), the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D A Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplementconversion right described above. Lead Joint Book-Running ManagerManagers: Sandler X’Xxxxx + PartnersMxxxxxx Lynch, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx Pierce, Fxxxxx & Sxxxx Incorporated Rxxxxxx Jxxxx & Associates, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Boenning Rxxxxx X. Xxxxx & ScattergoodCo. Incorporated MLV & Co. LLC BBVA Securities Inc. Capital One Securities, Inc. American PNC Capital PartnersMarkets LLC Expected Listing/Symbol: NYSE / “CCGPrA” ISIN: US13466Y2046 CUSIP: 10000X000 Concurrent Offering of Exchangeable Senior Notes Due 2018: Concurrently with this offering, LLC Campus Crest Communities Operating Partnership, LP is offering $85,000,000 aggregate principal amount of its exchangeable senior notes due 2018 (plus an initial purchasers’ option to purchase up to an additional $15,000,000 aggregate principal amount of notes) in a separate private offering in reliance upon Rule 144A under the Securities Act of 1933, as amended. The notes will be fully and unconditionally guaranteed by the Issuer and will be exchangeable under certain circumstances into the common stock of the Issuer or cash or a combination of cash and common stock of the Issuer. Neither offering is conditioned on the other. The issuer has filed a registration statement (including a prospectus dated September 20April 25, 2017 2013 and a preliminary prospectus supplement dated April 8October 3, 20192013) with the Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC website Web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the Issuerissuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling tollMxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated at 1-free 0800-294-1322; Rxxxxxx Jxxxx & Associates, Inc. at 1-000-000-0000, ; Barclays Capital Inc. at 1-000-000-0000; Citigroup Global Markets Inc. at 1-800-831-9146; or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments HoldingsRBC Capital Markets, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherlyat 1-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLC000-000-0000.

Special Optional Redemption. In Upon the event occurrence of a Change of Control, the Issuer will have the option to may, at its option, redeem the Series D I Preferred StockShares, in whole or in part, part and within 120 days on or after the first date on which such Change of Control has occurred for cash at a redemption price of occurred, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption datedate of redemption. To If, prior to the extent that Change of Control Conversion Date, the Issuer exercises its has provided or provides notice of redemption right (by sending the required notice) relating with respect to the Series D I Preferred StockShares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), the holders of shares of the Series D I Preferred Stock Shares will not be permitted to exercise have the conversion right described above in respect above. Yield: 5.70% Public Offering Price: $25.0000 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $96,850,000 Underwriting Discount: $3,150,000 Use of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected ListingProceeds: The Issuer has filed an application will contribute the net proceeds from this offering to list its operating partnership in exchange for Series I preferred units, the economic terms of which are substantially similar to the Series D I Preferred Shares. The operating partnership will subsequently use the net proceeds from this offering to fund the redemption of all or a portion of the outstanding shares of the Issuer’s 6.450% Series F Cumulative Redeemable Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stockor for general corporate purposes. Voting Rights The Series D Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement. Lead Joint Book-Running ManagerManagers: Sandler X’Xxxxx + PartnersXxxxx Fargo Securities, L.P Passive Book-Running ManagerLLC X.X. Xxxxxx Securities LLC Xxxxxxx Xxxxx & Associates, Inc. Joint Lead Managers: Xxxxxx Xxxxxxxxxx Xxxxx PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Co-Managers: Boenning Xxxxxx X. Xxxxx & Scattergood, Inc. American Capital Partners, LLC Co. Incorporated Listing/Symbol: NYSE / “SHO PR I” ISIN: US8678928875 CUSIP: 867892 887 The Issuer has filed a registration statement (including a prospectus dated September February 20, 2017 2020 and a preliminary prospectus supplement dated April 8July 13, 20192021) with the Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website Web site at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, X.X. Xxxxxx Securities LLC collect at 000-000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS HoldingXxxxxxx Xxxxx & Associates, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherlyat (000) 000-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLC0000.

Special Optional Redemption. In Upon the event occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), the Issuer will have the option to redeem the Series D C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred occurred, for cash at a redemption price of $25.00 per share, plus any all accrued and unpaid dividends (whether or not declared) to, but not including, the redemption datedate of redemption. To the extent that If the Issuer exercises its redemption right (by sending the required notice) relating to the Series D Preferred Stockrights as described under “Conversion Rights” below, the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. CUSIP / ISIN: 83600C 509 / US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D C Preferred Stock will not have voting rightsthe conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, except each holder of Series C Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as set forth defined in the preliminary prospectus supplementPreliminary Prospectus Supplement), the Issuer has provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 9.8814, which is referred to herein as the Stock Cap, subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). Lead Sch D If prior to the Change of Control Conversion Date, the Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert the Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions and other important information relating to the foregoing, you should review the information appearing in the Preliminary Prospectus Supplement under “Description of the Series C Preferred Stock— Conversion Rights.” Listing/Trading Symbol: The Series C Preferred Stock is listed on the NYSE under the symbol “CDR PrC.” Application will be made to list the additional shares of Series C Preferred Stock offered hereby on the NYSE under the same symbol. CUSIP/ISIN: 150602 506 / US1506025063 Joint Book-Running Manager: Sandler X’Xxxxx + PartnersXxxxxxx Xxxxx & Associates, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx LLC Inc. KeyBanc Capital Markets Inc. Co-Managers: Boenning & ScattergoodX. Xxxxx FBR, Inc. American Xxxxxx X. Xxxxx & Co. Incorporated BB&T Capital PartnersMarkets, a division of BB&T Securities, LLC Capital One Securities, Inc. TD Securities (USA) LLC As used in this free writing prospectus, references to the “Company,” “Issuer,” “us,” “our” and “we” mean Cedar Realty Trust, Inc. excluding its subsidiaries, unless otherwise expressly stated or the context otherwise requires. The Issuer has filed a registration statement (including a prospectus dated September 20, 2017 and a preliminary prospectus supplement dated April 8, 2019prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, statement and the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC SEC’s website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxxxx Xxxxx & Associates, Inc. toll-free 0-at 0 (000) 000-000-0000, 0000 or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-Houston GP, LLC Houston Hotel Associates Limited Partnership, LLP Houston Hotel Manager, LLC Houston Hotel Owner, LLC SOHO Arlington LLCxxxxxxxxxx@xxxxxxxxxxxx.xxx.