exhibit10_1.htm


    
      

      

    

    EXHIBIT 10.1

     

    
      INVESTMENT
AGREEMENT

       

      By and
Between

       

      WFC
HOLDINGS CORPORATION

       

      and

       

      URSTADT
BIDDLE PROPERTIES INC.

       

      Dated as
of March 13, 2008

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table of Contents

    

    


    


    
      	 
      	 
      	
              Page

            
	
              ARTICLE
      I

            	
              Definitions

            	
              2

            
	
              Section 1.01

            	
              Definitions

            	
              2

            
	
              Section 1.02

            	
              General
      Interpretive Principles

            	
              7

            
	
              ARTICLE
      II

            	
              Sale
      and Purchase of the Preferred Securities

            	
              7

            
	
              Section 2.01

            	
              Sale
      and Purchase of the Preferred Securities

            	
              7

            
	
              Section 2.02

            	
              Closing.

            	
              7

            
	
              ARTICLE
      III

            	
              Representations
      and Warranties

            	
              8

            
	
              Section 3.01

            	
              Representations
      and Warranties of the Company

            	
              8

            
	
              Section 3.02

            	
              Representations
      and Warranties of Purchaser

            	
              17

            
	
              ARTICLE
      IV

            	
              Additional
      Agreements of the Parties

            	
              18

            
	
              Section 4.01

            	
              Taking
      of Necessary Action

            	
              18

            
	
              Section 4.02

            	
              Use
      of Proceeds

            	
              18

            
	
              Section 4.03

            	
              Financial
      Statements and Other Reports

            	
              18

            
	
              Section 4.04

            	
              Inspection
      of Property.

            	
              19

            
	
              Section 4.05

            	
              Securities
      Laws; Legends.

            	
              20

            
	
              Section 4.06

            	
              Lost,
      Stolen, Destroyed or Mutilated Securities

            	
              21

            
	
              Section 4.07

            	
              Regulatory
      Matters.

            	
              21

            
	
              ARTICLE
      V

            	
              Conditions

            	
              21

            
	
              Section 5.01

            	
              Conditions
      of Purchase

            	
              21

            
	
              Section 5.02

            	
              Conditions
      of Sale

            	
              22

            
	
              ARTICLE
      VI

            	
              Miscellaneous

            	
              23

            
	
              Section 6.01

            	
              Survival
      of Representations and Warranties

            	
              23

            
	
              Section 6.02

            	
              Notices

            	
              23

            
	
              Section 6.03

            	
              Entire
      Agreement; Third Party Beneficiaries; Amendment

            	
              24

            
	
              Section 6.04

            	
              Counterparts;
      Facsimile

            	
              25

            
	
              Section 6.05

            	
              Governing
      Law

            	
              25

            
	
              Section 6.06

            	
              Public
      Announcements

            	
              25

            
	
              Section 6.07

            	
              Expenses

            	
              25

            
	
              Section 6.08

            	
              Indemnification.

            	
              25

            
	
              Section 6.09

            	
              Successors
      and Assigns

            	
              27

            
	
              Section 6.10

            	
              Remedies;
      Waiver

            	
              27

            
	
              Section 6.11

            	
              Consent
      to Jurisdiction

            	
              27

            
	
              Section 6.12

            	
              Severability

            	
              27

            
	
              Section 6.13

            	
              Headings

            	
              27

            


    

    


     

    i

    
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Table of
Contents

    (continued)

    


    


    


    
      	
              Exhibits

            	
              Page

            
	 
      	 
      
	
              A –
      Form of Articles Supplementary

            	
              A-1

            
	
              B –
      Form of Registration Rights Agreement

            	
              B-1

            
	
              C –
      Form of Confidentiality Agreement

            	
              C-1

            
	
              D –
      Form of Legal Opinion of Baker & McKenzie LLP

            	
              D-1

            
	
              E –
      Form of Legal Opinion of Miles & Stockbridge, P.C.

            	
              E-1

            
	
              E –
      Form of Legal Opinion of Thomas D. Myers

            	
              F-1

            
	
              F –
      Form of REIT Ownership Waiver

            	
              G-1

            


    

     

     

    ii


    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
 

    INVESTMENT
AGREEMENT

     

    INVESTMENT
AGREEMENT (the “Agreement”), dated as
of March 13, 2008, by and between WFC Holdings Corporation, a Delaware
corporation (“Purchaser”), and
Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”).  Capitalized
terms not otherwise defined where used shall have the meanings ascribed thereto
in Article I.

     

    WHEREAS,
Purchaser has agreed to purchase, and the Company has agreed to sell, subject to
the terms and conditions of this Agreement, Preferred Securities (as defined
below); and

     

    WHEREAS,
the Company and Purchaser desire to set forth certain agreements
herein.

     

    NOW
THEREFORE, in consideration of the premises and the representations, warranties
and agreements herein contained and intending to be legally bound hereby, the
parties hereby agree as follows:

     

    ARTICLE
I

     

    Definitions

     

    Section
1.01 Definitions.  As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    “Affiliate” or “affiliate” shall
mean, with respect to any Person, any other Person which directly or indirectly
controls or is controlled by or is under common control with such
Person.  As used in this definition, “control” (including its
correlative meanings, “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or
otherwise).  To the extent that any such term is used in relation to
or in connection with any statute and the definition of such term in such
statute is broader or different, then, in such context, such term shall have the
meaning set forth in such statute.

     

    “Agreement” shall have
the meaning set forth in the preamble hereto.

     

    “Ancillary Documents”
shall mean the Articles Supplementary, Registration Rights Agreement and the
REIT Ownership Waiver.

     

    “Articles
Supplementary” shall have the meaning set forth in Section
2.01.

     

    “Benefit Plan” shall
mean each “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) and any other bonus, pension, profit sharing, deferred compensation,
incentive compensation, stock ownership, stock purchase, stock option, phantom
stock, retirement, vacation, severance, retention, change in control,
disability, death benefit,

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    hospitalization,
medical, stock appreciation, restricted stock or restricted stock unit or other
material benefit plan, program, agreement or arrangement maintained, sponsored
or contributed or required to be contributed to by the Company or any of its
Subsidiaries or with respect to which the Company or any of its Subsidiaries has
or is reasonably expected to have any material obligation or
liability.

     

    “Capitalized Lease
Obligations” of a person means any obligation that is required to be
classified and accounted for as a capital lease on the face of a balance sheet
of such person prepared in accordance with GAAP.

     

    “Closing” and “Closing Date” shall
have their meanings set forth in Section 2.02(a).

     

    “Code” shall mean the
United States Internal Revenue Code of 1986, as amended.

     

    “Common Stock” shall
have the meaning set forth in Section 3.01(e).

     

    “Company” shall have
the meaning set forth in the preamble hereto.

     

    “Company Disclosure
Schedule” shall have the meaning set forth in
Section 3.01.

     

    “Company Group” shall
have the meaning set forth in Section 3.01(k).

     

    “Company Indemnitees”
shall have the meaning set forth in Section 6.08(b).

     

    “Environmental Laws”
shall mean all local, state or federal statutes, regulations or ordinances that
protect human health or the environment, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended.

     

    “Environmental Lien”
shall mean a lien imposed by any Governmental Entity in favor of such
Governmental Entity for any liabilities under any Environmental
Laws.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Debt” of any person
means, without duplication:

     

    
      	
              (a)  

            	
              the
      principal of and premium (if any) in respect of (A) indebtedness of
      such person for money borrowed and (B) other indebtedness evidenced
      by notes, debentures, bonds or other similar instruments for the payment
      of which such person is responsible or
liable;

            


    

     

    
      	
              (b)  

            	
              all
      Capitalized Lease Obligations of such
person;

            


    

     

    
      	
              (c)  

            	
              all
      obligations of such person issued or assumed as the deferred purchase
      price of property, all conditional sale obligations of such person and all
      obligations of such person under any title retention agreement (but
      excluding trade accounts payable arising in the ordinary course of
      business);

            


    

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              (d)  

            	
              all
      obligations of such person for the reimbursement of any obligor on any
      letter of credit, banker’s acceptance or similar credit transaction (other
      than obligations with respect to letters of credit securing obligations
      (other than obligations described in (i) through (iii) above) entered into
      in the ordinary course of business of such person to the extent such
      letters of credit are not drawn upon or, if and to the extent drawn upon,
      such drawing is reimbursed no later than the third business day following
      receipt by such person of a demand for reimbursement following payment on
      the letter of credit);

            


    

     

    
      	
              (e)  

            	
              the
      amount of all obligations of such person with respect to the redemption,
      repayment or other repurchase of any redeemable stock (but excluding any
      accrued dividends);

            


    

     

    
      	
              (f)  

            	
              all
      obligations of the type referred to in clauses (i) through (v) of
      other persons and all dividends of other persons for the payment of which,
      in either case, such person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      agreement that has the economic effect of a guarantee;
  and

            


    

     

    
      	
              (g)  

            	
              all
      obligations of the type referred to in clauses (i) through (vi) of
      any other person secured by any Lien on any property or asset of such
      person (whether or not such obligation is assumed by such person), the
      amount of such obligation being deemed to be the lesser of the value of
      such property or assets and the amount of the obligation so
      secured.

            


    

     

    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

     

    “GAAP” shall mean
generally accepted accounting principles in the United States of
America.

     

    “Governmental Entity”
shall mean any court, administrative agency or commission or other governmental
authority or instrumentality, whether federal, state, local or foreign, and any
applicable industry self-regulatory organization.

     

    “Hazardous Material”
shall mean any and all substances (whether solid, liquid or gas) defined,
listed, or otherwise classified as pollutants, hazardous wastes, hazardous
substances, hazardous materials, extremely hazardous wastes, or words of similar
meaning or regulatory effect under any Environmental Laws or that could
reasonably be expected to have a negative impact on human health or the
environment, including but not limited to petroleum and petroleum products,
asbestos and asbestos-containing materials, polychlorinated biphenyls, lead,
radon, radioactive materials, flammables, explosives, mold, mycotoxins, and
volatile organic compounds.

     

    “Indemnified Party”
shall have the meaning set forth in Section 6.08(c).

     

    “Indemnifying Party”
shall have the meaning set forth in Section 6.08(c).

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Intellectual
Property” shall mean trademarks, service marks, brand names,
certification marks, trade dress and other indications of origin, the goodwill
associated with the foregoing and registrations in any jurisdiction of, and
applications in any jurisdiction to register, the foregoing, including any
extension, modification or renewal of any such registration or application;
inventions, discoveries and ideas, whether patentable or not, in any
jurisdiction; patents, applications for patents (including divisions,
continuations, continuations in part and renewal applications), and any
renewals, extensions or reissues thereof, in any jurisdiction; nonpublic
information, trade secrets and confidential information and rights in any
jurisdiction to limit the use or disclosure thereof by any person; writings and
other works, whether copyrightable or not, in any jurisdiction; and
registrations or applications for registration of copyrights in any
jurisdiction, and any renewals or extensions thereof; and any similar
intellectual property or proprietary rights.

     

    “Lien” means any
mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale
agreement, deposit arrangement, security interest, encumbrance, lien,
preference, priority, title retention or other security agreement or
preferential arrangement (including, without limitation, any negative pledge
arrangement, restrictive covenant on real property and any agreement to provide
equal and ratable security) of any kind or nature whatsoever in respect of any
property of a Person intended to assure payment of any Debt.

     

    “Loss” shall have the
meaning set forth in Section 6.08(a).

     

    “Material Adverse
Effect” shall mean any material adverse effect on (a) the financial
condition, results of operations, assets, liabilities or business of the Company
and its Subsidiaries, taken as a whole, (b) the ability of the Company to
perform its obligations under this Agreement or the Ancillary Documents or
(c) the validity or enforceability of this Agreement or any of the
Ancillary Documents or the rights or remedies of Purchaser hereunder and
thereunder.

     

    “Permitted
Encumbrances” shall mean the following types of Liens:

    


    
      	
              (a)  

            	
              liens
      for taxes, fees, assessments or other governmental charges which are not
      delinquent or remain payable without
penalty;

            


    

     

    
      	
              (b)  

            	
              liens
      in respect of Property imposed by law, such as carriers’, warehousemen’s,
      mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens
      arising in the ordinary course of business, in each case so long as the
      obligations secured by such liens (i) are not, individually or in the
      aggregate, material in amount and are not overdue by more than thirty (30)
      days and (ii) do not interfere in any material respect with the business
      of the Company relating to the subject
Property;

            


    

     

    
      	
              (c)  

            	
              easements,
      rights-of-way, restrictions, minor defects or irregularities of title and
      other similar encumbrances that do not interfere in any material respect
      with the business of the Company relating to the subject
      Property;

            


    

     

    
      	
              (d)  

            	
              mortgages
      on real properties and leaseholds;

            


    

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              (e)  

            	
              liens
      in connection with workers' compensation, unemployment insurance or other
      social securities obligations; and

            


    

     

    
      	
              (f)  

            	
              deposits
      or pledges to secure bids, tenders, contracts (other than contracts for
      the payment of money), leases, statutory obligations, surety and appeal
      bonds and other obligations of like nature arising in the ordinary course
      of business.

            


    

     

    “Person” or “person” shall mean an
individual, corporation, association, partnership, group (as such term is used
in Section 13(d)(3) of the Exchange Act), trust, joint venture, business
trust or unincorporated organization, or a government or any agency or political
subdivision thereof.

     

    “Preferred Securities”
shall have the meaning set forth in Section 2.01.

     

    “Preferred Stock”
shall have the meaning set forth in Section 3.01(e).

     

    “Property”  means,
with respect to any Person, all of such Person’s present and future right, title
and interest (including, without limitation, any leasehold estate) in real
property.

     

    “Purchaser” shall have
the meaning set forth in the preamble hereto.

     

    “Purchaser Indemnitee”
shall have the meaning set forth in Section 6.08(a).

     

    “Registration Rights
Agreement” shall mean the Registration Rights Agreement to be executed by
the Company and Purchaser at the Closing, which shall be in the form attached
hereto as Exhibit
B.

     

    “REIT Ownership
Waiver” shall mean the Irrevocable Waiver and Agreement to be executed by
the Company and Purchaser at the Closing, which shall be in the form attached
hereto as Exhibit
G.

     

    “Reports” shall have
the meaning set forth in Section 3.01(f).

     

    “Sale” shall have the
meaning set forth in Section
2.01.

     

    “SEC” shall mean the
United States Securities and Exchange Commission.

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended.

     

    “Series B Preferred
Shares” shall have the meaning set forth in Section
3.01(e).

     

    “Series B Redemption”
shall have the meaning set forth in Section
4.02.

     

    “Subsidiary” shall
mean, with respect to any Person, any other Person of which 50% or more of the
shares of the voting securities or other voting interests are owned or
controlled, or the ability to select or elect 50% or more of the directors or
similar managers is held, directly or indirectly, by such first Person or one or
more of its Subsidiaries, or by such first Person, or by such first Person and
one or more of its Subsidiaries.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Tax” or “Taxes” shall mean all
federal, state, local, and foreign income, excise, gross receipts, gross income,
ad valorem, profits, gains, property, capital, sales, transfer, use, payroll,
employment, severance, withholding, duties, intangibles, franchise, backup
withholding, and other taxes, charges, levies or like assessments together with
all penalties and additions to tax and interest thereon.

     

    “Tax Return” shall
mean a report, return or other information (including any amendments) required
to be supplied to a governmental entity with respect to Taxes including, where
permitted or required, combined or consolidated returns for any group of
entities that includes the Company or any of its Subsidiaries.

     

    “Term Sheet” shall
have the meaning set forth in Section
6.03.

     

    “Transaction
Documents” shall have the meaning set forth in Section
6.03.

     

    “Transactions” shall
have the meaning set forth in Section 3.01(c).

     

    “Voting Debt” shall
have the meaning set forth in Section 3.01(e).

     

    Section
1.02 General Interpretive
Principles.  Whenever used in this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, any noun
or pronoun shall be deemed to include the plural as well as the singular and to
cover all genders.  The name assigned this Agreement and the section
captions used herein are for convenience of reference only and shall not be
construed to affect the meaning, construction or effect
hereof.  Whenever the words “include,” “includes,” or “including” are
used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”  Unless otherwise specified, the terms “hereto,”
“hereof,” “herein” and similar terms refer to this Agreement as a whole
(including the exhibits, schedules and disclosure statements hereto), and
references herein to Articles or Sections refer to Articles or Sections of this
Agreement.

     

    ARTICLE
II

     

    Sale and Purchase of the
Preferred Securities

     

    Section
2.01 Sale and Purchase of the
Preferred Securities.  Subject to all of the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties hereinafter set forth, at the Closing provided for in
Section 2.02 hereof, the Company will sell to Purchaser, and Purchaser will
purchase from the Company, 2,400,000 shares of the Company’s 8.50% Series E
Senior Cumulative Preferred Stock, par value $0.01 per share and liquidation
preference $25 per share (the “Preferred
Securities”), for an aggregate purchase price of $60,000,000 (the “Sale”).  The
Preferred Securities will have the designations, relative rights, preferences
and limitations set forth in the Company’s Charter, as amended, and the Articles
Supplementary in the form attached hereto as Exhibit A (the “Articles
Supplementary”).

     

    Section
2.02 Closing.

     

    (a) Subject
to the satisfaction or waiver of the conditions set forth in this Agreement, the
purchase and sale of the Preferred Securities hereunder (the “Closing”) shall
take

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    place at
the offices of Sidley Austin LLP at 555 West Fifth Street,
40th
Floor, Los Angeles, California, concurrently with the execution and delivery of
this Agreement by each of the parties (the date that the Closing occurs, the
“Closing
Date”).

     

    (b) At the
Closing:  (i) the Company will deliver to Purchaser certificates
for the Preferred Securities registered in the name of Purchaser or a copy of
the register of the Series E Preferred Stock and a written statement that
satisfies the requirements of Section 6.01 of the Company’s bylaws and in
accordance with the Maryland General Corporation Law; (ii) Purchaser, in
full payment for the Preferred Securities, will deliver to the Company
immediately available funds, by wire transfer to such account as the Company
shall specify, in the amount of the purchase price to be paid hereunder pursuant
to Section 2.01; and (iii) each party shall take or cause to happen
such other actions, and shall execute and deliver such other instruments or
documents, as shall be required under Article V.

     

    ARTICLE
III

     

    Representations and
Warranties

     

    Section
3.01 Representations and
Warranties of the Company.  Except as disclosed in the Reports
filed with or furnished to the SEC by the Company prior to the date hereof
(excluding any risk factor disclosures contained in such documents under the
heading “Risk Factors” and any disclosure of risks included in any
“forward-looking statements” disclaimer or other statements that are similarly
non-specific and are predictive or forward-looking in nature) or in the
disclosure schedule (the “Company Disclosure
Schedule”) delivered by the Company to Purchaser prior to the execution
of this Agreement (which schedule sets forth items, the disclosure of which is
necessary or appropriate, either in response to an express disclosure
requirement contained in a provision hereof or as an exception to one or more
representations or warranties contained in this Section 3.01, or to one or
more of the Company’s covenants, provided, however, that
disclosure in any section of such Company Disclosure Schedule shall apply only
to the indicated Section of this Agreement), the Company represents and warrants
to, and agrees with, Purchaser, as of the date hereof (or as of such earlier
date in the case of any representation or warranty expressly made as of an
earlier date), and as of the Closing Date as follows:

     

    (a) Organization and Good
Standing of the Company; Organizational
Documents.  (i) The Company is a Maryland corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland and has all requisite corporate power and authority and governmental
authorizations to own, operate and lease its properties and to carry on its
business as it is being conducted on the date of this Agreement.  The
Company is duly licensed or qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, except where the failure to be so licensed or
qualified in any such jurisdiction would not reasonably be expected to have a
Material Adverse Effect.  True, complete and correct copies of the
Company’s Charter and By-laws, as in effect as of the date of this Agreement,
have previously been made available to Purchaser.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (b) Organization and Good
Standing of Subsidiaries.  Each Subsidiary of the Company is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all requisite corporate power and
authority and governmental authorizations to own, operate and lease its
properties and to carry on its business as it is now being conducted, and is
duly licensed or qualified to do business in each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to require such
qualification, except where the failure to be so authorized, licensed or
qualified in any such jurisdiction, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

     

    (c) Authorization; No
Conflicts.

     

    (i) The
Company has full corporate power and authority to execute and deliver this
Agreement and the Ancillary Documents to which it is a party and to consummate
the transactions contemplated hereby and thereby (the “Transactions”).  The
execution, delivery and performance by the Company of this Agreement and each
Ancillary Document to which it is a party and the consummation of the
Transactions have been duly authorized by the Board of Directors of the
Company.  No other corporate proceedings on the part of the Company
are necessary to authorize the execution, delivery and performance by the
Company of this Agreement and each Ancillary Document and consummation of the
Transactions.  This Agreement has been, and at or prior to the
Closing, each Ancillary Document to which it is a party will be, duly and
validly executed and delivered by the Company.  This Agreement is, and
upon its execution at or prior to the Closing each Ancillary Document to which
it is a party will be, a valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, creditors’ rights generally, and by general principles of equity,
and except to the extent that the indemnification and contribution provisions
herein and in the Registration Rights Agreement may be limited by federal or
state securities laws and public policy considerations in respect
thereof.

     

    (ii) The
execution, delivery and performance of this Agreement and the Ancillary
Documents to which it is a party, the consummation by the Company of the
Transactions and the compliance by the Company with any of the provisions hereof
and thereof will not conflict with, violate or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse
of time or both would constitute a default) under, or result in the termination
of or accelerate the performance required by, or result in a right of
termination or acceleration under, (A) any provision of the Charter or
By-laws of the Company or the certificate of incorporation, charter, by-laws or
other governing instrument of any Subsidiary of the Company or (B) any
mortgage, note, indenture, deed of trust, lease, loan agreement or other
agreement or instrument or any permit, concession, grant, franchise, license,
judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or
regulation applicable to the Company or any of its Subsidiaries or any of their
respective properties or assets, other than any such conflict, violation,
breach, default, termination and acceleration under clause (B) that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (d) Consents.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required on the part of the Company or
any of its Subsidiaries in connection with the execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby, except (i) the filing of a Form D with
the SEC, (ii) “blue sky” filings under California securities laws and (iii) the
filing with the Department of Assessments and Taxation of the State of Maryland
of the Articles Supplementary.  No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Entity is required on the part of the Company or any of its Subsidiaries in
connection with the execution, delivery and performance by the Company of any of
the Ancillary Documents and the consummation by the Company of the transactions
contemplated thereby, except (i) the filing of the registration statement
contemplated by the Registration Rights Agreement under the Securities Act and
(ii) the filing of the listing application with the New York Stock Exchange as
provided in the Registration Rights Agreement or (iii) as may be required to be
obtained or made under the Securities Act or Exchange Act and applicable state
securities laws as provided in Sections 2.1, 2.6, 2.8, 2.10 6.1 and 6.2 of the
Registration Rights Agreement.

     

    (e) Capitalization.

     

    (i) The
authorized capital stock of the Company consists of (i) 70,000,000 shares of
Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), of
which as of March 7, 2008, 26,515,654 shares were issued and outstanding and
(ii) 20,000,000 shares of Preferred Stock, $0.01 par value, of the Company (the
“Preferred
Stock”), of which as of March 7, 2008, 3,000,000 shares were issued and
outstanding.  As of March 7, 2008, (A) 350,000 shares of such
Preferred Stock were designated 8.99% Series B Senior Cumulative Preferred
Stock, 150,000 shares of which are issued and outstanding as of the date hereof
(such issued and outstanding shares, the “Series B Preferred
Shares”), (B) 400,000 shares of such Preferred Stock were designated 8.5%
Series C Senior Cumulative Preferred Stock, all of which are issued and
outstanding as of the date hereof, and (C) 2,450,000 shares of such Preferred
Stock were designated 7.5% Series D Senior Cumulative Preferred Stock, all of
which are issued and outstanding as of the date hereof.  As of March
7, 2008, there were 643,483 shares of Common Stock reserved for issuance in
connection with employee benefit, stock option and dividend reinvestment and
stock purchase plans.  All of the issued and outstanding shares of the
Company’s capital stock have been duly and validly authorized and issued and are
fully paid and nonassessable, and are not subject to preemptive
rights.  No bonds, debentures, notes or other indebtedness having the
right to vote on any matters on which the stockholders of the Company may vote
(“Voting Debt”)
are issued and outstanding.  Other than as set forth in this
subsection (e) or pursuant to this Agreement and the Articles Supplementary, (A)
no equity securities or Voting Debt of the Company are or may be required to be
issued by reason of any options, warrants, rights to subscribe to, calls or
commitments of any character whatsoever, (B) there are outstanding no securities
or rights convertible into or exchangeable for any equity securities or Voting
Debt of the Company and (C) there are no contracts, commitments, understandings
or arrangements by which the Company is bound to issue additional equity
securities or Voting Debt or options, warrants or rights to purchase or acquire
any additional equity securities or Voting Debt.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (ii) Except as
set forth on Schedule (e) of the Company Disclosure Schedule, all of the issued
and outstanding shares of capital stock or other equity ownership interests of
each Subsidiary of the Company are owned by the Company, directly or indirectly,
free and clear of any material liens, pledges, charges and security interests
and similar encumbrances, and all of such shares or equity ownership interests
have been duly and validly authorized and issued and are fully paid and
nonassessable, and are not subject to preemptive rights.  No
Subsidiary of the Company has or is bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the purchase or issuance of any shares of capital stock or any other equity
security of such Subsidiary or any securities representing the right to purchase
or otherwise receive any shares of capital stock or any other equity security of
such Subsidiary.

     

    (f) Reports; Financial
Statements; Controls.

     

    (i) Since
January 1, 2005, the Company and each of its Subsidiaries has timely filed
all reports, registration statements, proxy statements and other materials,
together with any amendments required to be made with respect thereto, that were
required to be filed with the SEC under the Securities Act or the Exchange Act
(all such reports and statements are collectively referred to herein as the
“Reports”).  As
of their respective dates, the Reports complied in all material respects with
all of the statutes and published rules and regulations enforced or promulgated
by the SEC and did not as of the date of filing thereof contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.  No
executive officer of the Company has failed in any respect to make the
certifications required of him or her under Section 302 or 906 of the
Sarbanes-Oxley Act of 2002.

     

    (ii) Each of
the consolidated balance sheets, and the related consolidated statements of
income, changes in stockholders’ equity and cash flows, included in the Reports
filed with the SEC under the Exchange Act (A) have been prepared from, and
are in accordance with, the books and records of the Company and its
Subsidiaries, (B) fairly present in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the
dates shown and the results of the consolidated operations, changes in
stockholders’ equity and cash flows of the Company and its consolidated
Subsidiaries for the respective fiscal periods or as of the respective dates
therein set forth, subject, in the case of any unaudited financial statements,
to normal recurring year-end audit adjustments, (C) complied as to form, as
of their respective dates of filing with the SEC, in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto and (D) have been prepared in accordance
with GAAP consistently applied during the periods involved, except as otherwise
set forth in the notes thereto.

     

    (iii) The
Company (A) has implemented and maintains disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure
that material information relating to the Company, including its consolidated
Subsidiaries, is made known to the chief executive officer and the chief
financial officer of the Company

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    by others
within those entities, and (B) has disclosed, based on its most recent
evaluation prior to the date hereof, to the Company’s outside auditors and the
audit committee of the Company’s Board of Directors (x) any significant
deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange
Act) that are reasonably likely to adversely affect the Company’s ability to
record, process, summarize and report financial information and (y) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal controls over financial
reporting.  As of the date hereof, to the knowledge of the Company,
there is no reason that its outside auditors and its chief executive officer and
chief financial officer will not be able to give the certifications and
attestations required pursuant to the rules and regulations adopted pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when
next due.  Since November 1, 2004, (A) neither the Company
nor any of its Subsidiaries nor, to the knowledge of the Company, any director,
officer, employee, auditor, accountant or representative of the Company or any
of its Subsidiaries has received or otherwise had or obtained knowledge of any
material complaint, allegation, assertion or claim, whether written or oral,
regarding the accounting or auditing practices, procedures, methodologies or
methods of the Company or any of its Subsidiaries or their respective internal
accounting controls, including any material complaint, allegation, assertion or
claim that the Company or any of its Subsidiaries has engaged in questionable
accounting or auditing practices, and (B) no attorney representing the
Company or any of its Subsidiaries, whether or not employed by the Company or
any of its Subsidiaries, has reported evidence of a material violation of
securities laws, breach of fiduciary duty or similar violation by the Company or
any of its officers, directors, employees or agents to the Board of Directors of
the Company or any committee thereof or to any director or officer of the
Company.

     

    (g) Absence of Certain
Changes.  Since January 31, 2008 until the date hereof, and
except as set forth on Schedule (g) of the Company Disclosure Schedule or
publicly disclosed by the Company in the Reports filed by it with the SEC and
publicly available prior to the date hereof, (i) the Company and its
Subsidiaries have conducted their respective businesses in all material respects
in the ordinary course, consistent with prior practice, (ii) except for
publicly disclosed ordinary dividends on the Common Stock or the Preferred
Stock, the Company has not made or declared any distribution in cash or in kind
to its stockholders or issued or repurchased any shares of its capital stock or
other equity interests and (iii) no event or events have occurred that,
individually or in the aggregate, has had or would reasonably be expected to
have a Material Adverse Effect.

     

    (h) No Undisclosed Liabilities,
etc.  Neither the Company nor its Subsidiaries has any
liabilities or obligations of any nature (absolute, accrued, contingent or
otherwise) which are not fully reflected or reserved against in the financial
statements described in Section 3.01(f), except for liabilities that have
arisen since January 31, 2008 in the ordinary and usual course of business and
consistent with past practice and that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse
Effect.

     

    (i) Compliance with Applicable
Law.  Each of the Company and its Subsidiaries holds all
material licenses, franchises, permits and authorizations necessary for
the

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    lawful
conduct of its business under, and has complied in all material respects with
all laws, statutes, orders, rules, regulations, policies and guidelines of all
Federal, state or local governmental authorities applicable to the Company or
such Subsidiary.

     

    (j) Legal
Proceedings.  Except as set forth in the Reports filed and
publicly available prior to the date hereof, neither the Company nor any of its
Subsidiaries is a party to any, and there are no pending, or to the knowledge of
the Company, threatened, legal, administrative, arbitral or other proceedings,
claims, actions or governmental investigations (i) of any material nature
against the Company or any of its Subsidiaries or to which any of their assets
are subject or relating to or (ii) which challenge the validity or propriety of
the Transactions.  Except as set forth in the Reports filed and
publicly available prior to the date hereof, neither the Company nor any of its
Subsidiaries is subject to any order, judgment or decree of a Governmental
Entity that, individually or in the aggregate, has had or would reasonably be
expected to have a Material Adverse Effect.

     

    (k) Benefit
Plans.

     

    (i) Except as
would not, individually or in the aggregate, have a Material Adverse Effect on
the Company, each Benefit Plan has been maintained and administered in
compliance with its terms and the applicable requirements of the Code, ERISA and
other applicable laws.  There is no Person (other than the Company or
any of its Subsidiaries) that together with the Company or any of its
Subsidiaries would be treated as a single employer under Section 414 of the Code
or Section 4001(b) of ERISA.  Neither the Company nor any of its
Subsidiaries has at any time during the six-year period preceding the date
hereof maintained, contributed to or incurred any liability under any
“multiemployer plan” (as defined in Section 3(37) of ERISA) or any ERISA Benefit
Plan that is subject to Title IV of ERISA or Section 412 of the Code, and
neither the Company nor any of its Subsidiaries has any current or potential
obligation or liability under Title IV of ERISA or Section 412 of the
Code.

     

    (ii) There are
no pending or threatened disputes, arbitrations, claims, suits, audits,
investigations, proceedings, hearings or grievances involving a Benefit Plan
(other than routine claims for benefits payable under any such Benefit
Plan).  There has been no “prohibited transaction” (as defined in
Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty
(as determined under ERISA) in connection with or with respect to any Benefit
Plan that, individually or in the aggregate, would reasonably be expected to
result in material liability to the Company or any Subsidiary.

     

    (iii) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (either alone or in conjunction with any
other event) constitute an event under a Benefit Plan that will or is reasonably
expected to result in the accelerated vesting, funding or delivery of, or an
increase in the amount or value of any payment or benefit to any current or
former employee, officer, contractor or director of the Company or any of its
Subsidiaries.

     

    (l) Taxes and Tax
Returns.  The Company and its Subsidiaries have filed all
necessary federal, state, local and foreign income and franchise tax returns or
have properly

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    requested
extensions thereof and have paid all taxes required to be paid by them and, if
due and payable, any related or similar assessment, fine or penalty levied
against any of them, except such, of any, that are being contested in good
faith.  The Company has made adequate charges, accruals and reserves
in the applicable financial statements in respect of all federal, state, local
and foreign income and franchise taxes for all periods as to which the tax
liability of the Company or any of its Subsidiaries has not been finally
determined and to the Company’s knowledge there are not any actual or proposed
additional material tax assessments applicable to the
Company.  Neither the Company nor any of its Subsidiaries has
participated in a “listed transaction” within the meaning of Treasury Regulation
section 1.6011-4(b)(2).

     

    (m) REIT
Qualification.  The Company has at all times since November 1,
1998 been, and upon the sale of the Preferred Securities pursuant to this
Agreement, the Company will continue to be, organized and operated in conformity
with, the requirements for qualification and taxation as a real estate
investment trust (a “REIT”) under the Code, and the Company’s method of
operation has enabled it and is expected to enable it to continue to meet the
requirements for qualification and taxation as a REIT under the
Code.  No transaction or other event has occurred or is contemplated
that would cause the Company to fail to qualify as a REIT for its current
taxable year or future taxable years.

     

    (n) Properties.

     

    (i) The
Company and its Subsidiaries have good and marketable fee simple title or
leasehold title, as the case may be, to all real property owned or leased, as
applicable, by the Company or any Subsidiary, and good title to all other
properties owned by them (collectively, the “Properties”), and any
improvements thereon and all other assets that are required for the operation of
the Properties in the manner in which they currently are operated, free and
clear of all Liens, except such as are Permitted
Encumbrances.  Schedule (n) of the Company Disclosure Schedule
contains a true, correct and complete list of each Property owned or leased by
the Company or any Subsidiary, including the address of the Property, the entity
that owns or leases the Property, any Liens relating to obligations for borrowed
money with respect to the Property and the outstanding principal amounts of such
obligations.

     

    (ii) Each of
the Properties complies in all material respects with all applicable codes, laws
and regulations (including, without limitation, building and zoning codes, laws
and regulations and laws relating to access to the Properties and the Americans
with Disabilities Act).

     

    (iii) There are
in effect for the Properties and the assets of each of the Company and its
Subsidiaries insurance policies covering the risks and in amounts that are
commercially reasonable for the Properties and the types of assets owned by the
Company and its subsidiaries and that are consistent with the types and amounts
of insurance typically maintained by prudent owners of properties similar to
such assets in the markets in which such assets are located, and neither the
Company nor any of its subsidiaries has received from any insurance company
notice of any material defects or deficiencies affecting the insurability of any
such assets or any notices of cancellation or intent to cancel any such
policies.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (iv) Neither
the Company nor any of its Subsidiaries has knowledge of any pending or
threatened litigation, moratorium, condemnation proceedings, zoning change, or
other similar proceeding or action that could materially affect the size of, use
of, improvements on, construction on, access to or availability of utilities or
other necessary services to the Properties.  All of the leases and
subleases material to the business of the Company and its Subsidiaries
considered as one enterprise, and under which the Company or any of its
Subsidiaries holds the Properties, are in full force and effect, and neither the
Company nor any of its Subsidiaries has received any notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the
Company or any of its Subsidiaries under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or any of
its Subsidiaries to the continued possession of the leased or subleased premises
under any such lease or sublease.

     

    (o) Intellectual
Property.  Except as, individually or in the aggregate, has not
had and would not reasonably be expected to have a Material Adverse
Effect:

     

    (i) the
Company and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property used in or necessary for the conduct of its business as
currently conducted;

     

    (ii) the use
of any Intellectual Property by the Company and its Subsidiaries does not, to
the knowledge of the Company, infringe on or otherwise violate the rights of any
person and is in accordance with any applicable license pursuant to which the
Company or any of its Subsidiaries acquired the right to use any Intellectual
Property;

     

    (iii) to the
knowledge of the Company, no person is challenging, infringing on or otherwise
violating any right of the Company or any of its Subsidiaries with respect to
any material Intellectual Property owned by or licensed to the Company or its
Subsidiaries; and

     

    (iv) to the
knowledge of the Company, neither the Company nor any of its Subsidiaries has
received any notice of any pending claim with respect to any Intellectual
Property used by the Company or any of its Subsidiaries.

     

    (p) Environmental
Liability.  Except as set forth in the Reports filed and
publicly available prior to the date hereof or in a letter from the Company to
the Purchaser dated the date hereof, (i) neither the Company nor any of its
Subsidiaries has received any notice of any occurrence or circumstance which
would reasonably be expected to give rise to a material claim under or pursuant
to any Environmental Laws or in connection with any Hazardous Material, with
respect to the Properties or arising out of the conduct of the Company or its
Subsidiaries; (ii) none of the Properties are included or, to the Company’s
knowledge, proposed for inclusion on the National Priorities List issued
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, by the United States Environmental Protection Agency
or, to the Company’s knowledge, proposed for inclusion on any similar list
issued by any state Governmental Entity pursuant to any other
Environmental

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Law which
identifies sites that would reasonably be expected to require remediation of
Hazardous Material pursuant to any Environmental Law, (iii) no Environmental
Lien has been imposed on the Properties by any Governmental Entity in connection
with the presence on or off such Property of any Hazardous Material, (iv) none
of the Company or any of its Subsidiaries has entered into or been subject to
any consent decree, compliance order, administrative order or settlement
agreement in connection with any Environmental Laws or in connection with any
Hazardous Material with respect to the Properties or any facilities or
improvements or any operations or activities thereon, except for any consent
decree, compliance order, administrative order or settlement agreement that does
not have and could not reasonably be expected to have a material adverse effect
on the value of any Property, the marketability of any Property or the ability
to finance or refinance any Property, (v) the Company has not received written
notification of any legal, administrative, arbitral or other proceedings, or
investigations, pending or to the Company’s knowledge threatened, against the
Company or any of its Subsidiaries under any Environmental Laws or in connection
with any Hazardous Materials, and (vi) the Company and its Subsidiaries are in
compliance in all material respects with all Environmental Laws.

     

    (q) Company
Information.  None of the information to be contained in any
document filed with any regulatory agency in connection with the transactions
contemplated by this Agreement (the “Regulatory Filings”),
in each case, other than Purchaser Information, as to which no representation is
made by the Company, will, at the time such filing is made, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading.

     

    (r) State Takeover
Laws.  The Company’s Board of Directors has taken all action
necessary to make the Maryland Business Combination Act inapplicable to
Purchaser, provided that, and only for so long as, none of the Purchaser and its
affiliates is an interested stockholder (as that term is defined in the Maryland
Business Combination Act) as a result of ownership of stock of the Company other
than the Preferred Securities.  The restrictions of the Maryland
Control Share Acquisition Act will not be applicable to the Purchaser’s
acquisition of the Preferred Securities pursuant to this Agreement.

     

    (s) Status of
Securities.  The Preferred Securities have been duly authorized
by all necessary corporate action.  When issued and sold against
receipt of the consideration therefor, the Preferred Securities will be validly
issued, fully paid and nonassessable, will not subject the holders thereof to
personal liability and will not be subject to preemptive rights of any other
stockholder of the Company.

     

    (t) Offering of
Securities.  Neither the Company nor any Person acting on its
behalf has offered the Preferred Securities or any similar securities of the
Company for sale to, solicited any offers to buy any of the Preferred Securities
or any similar securities of the Company from or otherwise approached or
negotiated with respect to any of the Preferred Securities or any similar
securities of the Company with any Person other than
Purchaser.  Neither the Company nor any Person acting on its behalf
has taken or will take any action (including, without limitation, any offering
of any securities of the Company under circumstances which would require the
integration of such offering with the offering of any of the Preferred
Securities under the Securities Act and the rules and regulations of the
SEC

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    thereunder)
which might subject the offering, issuance or sale of any of the Preferred
Securities to the registration requirements of the Securities Act.

     

    (u) Brokers and
Finders.  Neither the Company nor any of its Subsidiaries nor
any of their respective officers, directors, employees or agents has utilized
any broker, finder, placement agent or financial advisor or incurred any
liability for any fees or commissions in connection with any of the
Transactions.

     

    Section
3.02 Representations and
Warranties of Purchaser.  Purchaser represents and warrants to,
and agrees with, the Company as follows:

     

    (a) Organization.  Purchaser
is a Delaware corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware States and has all requisite corporate
power and authority to own, operate and lease its properties and to carry on its
business as it is being conducted on the date of this Agreement.

     

    (b) Authorization; No
Conflicts.

     

    (i) Purchaser
has full corporate power and authority to execute and deliver this Agreement and
the Ancillary Documents to which it is a party and to consummate the
Transactions.  The execution, delivery and performance by Purchaser of
this Agreement and each Ancillary Documents to which it is a party and the
consummation of the Transactions have been duly authorized by all necessary
corporate action on behalf of Purchaser.  No other corporate
proceedings on the part of Purchaser are necessary to authorize the execution,
delivery and performance by Purchaser of this Agreement and each Ancillary
Document and consummation of the Transactions.  This Agreement has
been, and on or prior to the Closing each Ancillary Document to which it is a
party will be, duly and validly executed and delivered by
Purchaser.  This Agreement is, and upon its execution at or prior to
the Closing each Ancillary Document to which it is a party will be, a valid and
binding obligation of Purchaser, enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, creditors’ rights generally, and
by general principles of equity, and except to the extent that the
indemnification and contribution provisions herein and in the Registration
Rights Agreement may be limited by federal or state securities laws and public
policy considerations in respect thereof.

     

    (ii) The
execution, delivery and performance of this Agreement and the Ancillary
Documents to which it is a party, the consummation by Purchaser of the
Transactions and the compliance by Purchaser with any of the provisions hereof
and thereof will not conflict with, violate or result in a breach of any
provision of, or constitute a default (or an event, which, with notice or lapse
of time or both would constitute a default) under, or result in the termination
of or accelerate the performance required by, or result in a right of
termination or acceleration under, (A) any provision of the Restated
Certificate of Incorporation or By-laws of Purchaser or (B) any mortgage,
note, indenture, deed of trust, lease, loan agreement or other agreement or
instrument of Purchaser or any permit, concession, grant, franchise, license,
judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or
regulation applicable to Purchaser or its

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    properties
or assets other than any such conflict, violation, breach, default, termination
and acceleration under clause (B) that, individually or in the aggregate,
would not reasonably be expected to materially and adversely affect or delay the
consummation of the Transactions.

     

    (c) Consents and
Approvals.  No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required on
the part of Purchaser in connection with the execution, delivery and performance
by Purchaser of this Agreement and the Ancillary Documents to which it is a
party and the consummation by Purchaser of the Transactions.

     

    (d) Securities
Act.

     

    (i) Purchaser
is acquiring the Preferred Securities solely for the purpose of investment and
not with a view to, or for resale in connection with, any distribution thereof
in violation of the Securities Act.

     

    (ii) Purchaser
(A) is an “accredited investor” (as such term is defined in Regulation D under
the Securities Act) and (B) is aware that the sale of Preferred Securities to it
is being made in reliance on the exemption from the registration requirements
provided by Section 4(2) of the Securities Act and the regulations promulgated
thereunder.

     

    (e) Brokers and
Finders.  Neither Purchaser nor any of its officers, directors,
employees or agents has utilized any broker, finder, placement agent or
financial advisor or incurred any liability for any fees or commissions in
connection with any of the Transactions.

     

    ARTICLE
IV

     

    Additional Agreements of the
Parties

     

    Section
4.01 Taking of Necessary
Action.  Subject to the conditions set forth in Article V
hereof, each of the parties hereto agrees to use all reasonable best efforts
promptly to take or cause to be taken all action and promptly to do or cause to
be done all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the Transactions.  Each
party shall execute and deliver both before and after the Closing such further
certificates, agreements and other documents and take such other actions as the
other party may reasonably request to consummate or implement the Transactions
or to evidence such events or matters.

     

    Section
4.02 Use of
Proceeds.  The proceeds of the Sale shall be used by the
Company to finance the redemption of all of the Series B Preferred Shares (the
“Series B
Redemption”) and for other general corporate purposes.

     

    Section
4.03 Financial Statements and
Other Reports; Compliance Certificate.

     

    (a) The
Company covenants that, to the extent it has not previously publicly filed such
information with the SEC in an annual report on Form 10-K or periodic report
on

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Form
10-Q, it will deliver to each holder of Preferred Securities, as each such
holder’s name and address appears in the Company’s record books as of the last
day of any applicable fiscal period:

     

    (i) within 55
days after the end of each quarterly period (other than the last quarterly
period) in each fiscal year, consolidated statements of income, changes in
stockholders’ equity and cash flows of the Company and its consolidated
Subsidiaries for the period from the beginning of the then current fiscal year
to the end of such quarterly period, and a consolidated balance sheet of the
Company and its consolidated Subsidiaries as of the end of such quarterly
period; and

     

    (ii) within 90
days after the end of each fiscal year, a consolidated balance sheet of the
Company and its consolidated Subsidiaries (including the Company Subsidiary) as
of the end of such fiscal year and the related consolidated statements of
income, changes in stockholders’ equity and cash flows for such fiscal year,
together with the audit report of independent public accountants of recognized
standing selected by the Company.

     

    (b) The
Company covenants that, within ten (10) days following its receipt of written
request therefor by any holder of Preferred Securities, the Company will deliver
to such holder, as such holder’s name and address appears in the Company’s
record books as of the last day of any applicable fiscal period, within the time
periods set forth in Sections 4.03(a)(i) and 4.03(a)(ii), respectively, a
certificate of the Company’s chief executive officer or its chief financial
officer:

     

    (i) stating
that (A) the Company during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in this
Agreement and each of the Ancillary Documents to be observed, performed or
satisfied by it and (B) such officer has obtained no knowledge of any failure by
Company to observe, perform or satisfy any such covenant, agreement or
condition, as applicable, except as specified in such certificate;
and

     

    (ii) showing
in detail the calculations supporting such officer’s certification of the
Company’s compliance with the requirements of Section 10 of the Articles
Supplementary.

     

    Section
4.04 Inspection of
Property.  The Company covenants that it will permit
representatives of Purchaser to visit and inspect, at Purchaser’s expense, any
of the properties of the Company or its Subsidiaries to examine the corporate
books and make copies or extracts therefrom and to discuss the affairs, finances
and accounts of the Company and its Subsidiaries with the principal officers of
the Company, all upon reasonable notice and at such reasonable times and as
often as Purchaser may reasonably request; provided, however, that the
Company may condition any such inspection by Purchaser on the Company’s receipt
from Purchaser of a confidentiality agreement in the form attached hereto as
Exhibit
C.  Any investigation pursuant to this Section shall be
conducted during normal business hours and in such manner as not to interfere
unreasonably with the conduct of the business of the Company, and nothing herein
shall require the Company or any of its Subsidiaries to disclose any information
to the extent (i) prohibited by applicable law or regulation,
(ii) that the Company reasonably believes such

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    information
to be competitively sensitive proprietary information (except to the extent
Purchaser provides reasonable assurances that such information shall not be
shared with employees of its or its Affiliates’ competing businesses or
otherwise used by the Purchaser or its Affiliates to compete with the Company
and its Subsidiaries) or (iii) that such disclosure would reasonably be
expected to cause a violation of any agreement to which the Company or any of
its Subsidiaries is a party or would cause a risk of a loss of privilege to the
Company or any of its Subsidiaries (provided that the Company shall use
commercially reasonable efforts to make appropriate substitute disclosure
arrangements under circumstances where the restrictions in this
clause (iii) apply).

     

    Section
4.05 Securities Laws;
Legends.

     

    (a) Purchaser
acknowledges and agrees that, subject to the obligations of the Company pursuant
to the Registration Rights Agreement, as of the date hereof the Preferred
Securities have not been registered under the Securities Act or the securities
laws of any state and that they may be sold or otherwise disposed of only in one
or more transactions registered under the Securities Act and, where applicable,
such laws or as to which an exemption from the registration requirements of the
Securities Act and, where applicable, such laws is
available.  Purchaser further acknowledges and agrees that each
certificate for the Preferred Securities, if the Preferred Securities are
certificated, shall bear a legend substantially as set forth in
paragraph (b) of this Section 4.04 and that, if such Preferred
Securities are uncertificated, an equivalent restriction or stop order will be
placed with the transfer agent or the registrar for the Preferred
Securities.

     

    (b) Certificates,
if any, for the Preferred Securities shall bear legends in substantially the
following form:

     

    The
securities represented by this Certificate have not been registered under the
Securities Act of 1933, as amended, and may not be transferred, sold or
otherwise disposed of except while such a registration is in effect under such
act and applicable state securities laws or pursuant to an exemption from
registration under such act or such laws.

     

    (c) When
issued pursuant hereto, the certificates evidencing the Preferred Securities, if
certificated, or the securities registry for the Preferred Securities, shall
also bear any legend or restriction required by any applicable state blue sky
law.

     

    (d) Any
holder of Preferred Securities may request the Company to remove any or all of
the legends described in this Section 4.05 from the certificates evidencing
such Preferred Securities, if the Preferred Securities are certificates, or any
restrictions or stop orders on the securities registry for the Preferred
Securities, if the Preferred Securities are uncertificated, by submitting to the
Company such certificates, if any, and an opinion of counsel reasonably
satisfactory to the Company to the effect that such legend or legends or
restrictions or stop orders are no longer required under the Securities Act or
applicable state laws, as the case may be.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    Section
4.06 Lost, Stolen, Destroyed or
Mutilated Securities.  Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of any certificate for
any security of the Company and, in the case of loss, theft or destruction, upon
delivery of an undertaking by the holder thereof to indemnify the Company (and,
if requested by the Company, the delivery of an indemnity bond sufficient in the
judgment of the Company to protect the Company from any loss it may suffer if a
certificate is replaced), or, in the case of mutilation, upon surrender and
cancellation thereof, the Company will issue a new certificate or uncertificated
shares for an equivalent number of shares or another security of like tenor, as
the case may be.

     

    Section
4.07 Implementing
Agreement.  Purchaser and the Company shall, and shall cause
their Subsidiaries to, use commercially reasonable efforts (i) to take, or
cause to be taken, all actions necessary, proper or advisable to comply promptly
with all legal requirements that may be imposed on them or their Subsidiaries
with respect to the Transactions and, subject to the conditions set forth in
Article V hereof, to consummate the Transactions and (ii) subject to the
conditions set forth in Article V hereof, to obtain (and to cooperate with the
other party to obtain) any consent, authorization, order or approval of, any
exemption by, or to make any filing with, any Governmental Entity and any other
third party which is required to be obtained or made by the Company or
Purchaser, as applicable, or any of their respective Subsidiaries in connection
with the Transactions, and to comply with the terms and conditions of such
consent, authorization, order or approval.

     

    ARTICLE
V

     

    Conditions

     

    Section
5.01 Conditions of
Purchase.  The obligations of Purchaser to purchase and pay for
the Preferred Securities at the Closing are subject to satisfaction or waiver of
each of the following conditions precedent:

     

    (a) Representations and
Warranties; Covenants.

     

    (i) The
representations and warranties of the Company (i) contained in
Section 3.01(g)(iii) shall be true and correct in all respects and
(ii) contained in Section 3.01, excluding Section 3.01(g)(iii), shall be
true and correct in all material respects (disregarding all qualifications or
limitations set forth in such representations and warranties as to
“materiality”, “Material Adverse Effect” and words of similar import) in each
case on and as of the date of this Agreement and on and as of the Closing Date
with the same effect as though made on and as of such respective dates (unless
any such representation or warranty is made only as of a specific date, in which
event such representation or warranty shall be true and correct only as of such
specific date); and

     

    (ii) the
Company shall have performed all obligations and complied with all covenants
required hereunder to be performed by it at or prior to the
Closing.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (b) Material Adverse
Effect.  There shall not have occurred, since the date hereof,
any event, circumstance, change or effect that, individually or in the
aggregate, has had or would reasonably be expected to have a Material Adverse
Effect.

     

    (c) Legal
Opinions.  At the Closing Date the Purchaser shall have
received (i) the written opinion of Baker & McKenzie LLP, counsel for the
Company, dated the Closing Date, addressed to the Purchaser substantially in the
form attached hereto as Exhibit D, (ii) the
written opinion of Miles & Stockbridge, P.C., special Maryland counsel for
the Company, dated the Closing Date, addressed to the Purchaser substantially in
the form attached hereto as Exhibit E, and (iii)
the written opinion of Thomas D. Myers, Co-Counsel of the Company, dated the
Closing Date, addressed to the Purchaser substantially in the form attached
hereto as Exhibit
F.

     

    (d) Company
Certificate.  The Company shall have delivered to Purchaser a
certificate, dated the Closing Date, signed by its chief executive officer and
its chief financial officer, to the effect that the conditions set forth in
Sections 5.01(a) and (b) have been satisfied to the best knowledge of the
officer executing the same.

     

    (e) No Adverse Law, Action or
Decision or Injunction.  There shall be no law, statute, order,
rule or regulation of, and no action, suit, investigation or proceeding pending
by, a Governmental Entity of competent jurisdiction that seeks to restrain,
enjoin or prevent the consummation of the Transactions, and there shall not be
in effect any order, decree or injunction of a court or agency of competent
jurisdiction which enjoins or prohibits consummation of the
Transactions.

     

    (f) Registration Rights
Agreement.  The Registration Rights Agreement shall have been
executed and delivered by the Company.

     

    (g) Articles
Supplementary.  The Articles Supplementary shall have been duly
filed with the Maryland State Department of Assessments and
Taxation.

     

    (h) REIT Ownership
Waiver.  The REIT Ownership Waiver shall have been executed and
delivered by the Company.

     

    (i) Series B
Redemption.  The Company shall have consummated the Series B
Redemption.

     

    (j) Investment Monitoring
Fee.  The Company shall have delivered the amount of $1,800,000
in immediately available funds to such account as the Purchaser shall have
specified.

     

    Section
5.02 Conditions of
Sale.  The obligation of the Company to sell the Preferred
Securities at the Closing is subject to satisfaction or waiver of each of the
following conditions precedent:

     

    (a) Representations and
Warranties; Covenants.  The representations and warranties of
Purchaser contained in this Agreement shall be true and correct in all material
respects on and as of the date of this Agreement and on and as of the Closing
Date with the same effect as though made on and as of such dates (unless any
such representation or warranty is

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    made only
as of a specific date, in which event such representation or warranty shall be
true and correct in all material respects only as of such specific date), and
Purchaser shall have performed all obligations and complied with all covenants
required hereunder to be performed by it at or prior to the
Closing.

     

    (b) Purchaser’s
Certificate.  An executive officer of Purchaser shall have
delivered to the Company a certificate, dated the Closing Date, to the effect
that the condition set forth in Section 5.02(a) has been satisfied to the
best knowledge of the officer executing the certificate.

     

    (c) No Adverse Action or
Decision or Injunction.  There shall be no law, statute, order,
rule or regulation of, and no action, suit, investigation or proceeding pending
by, a Governmental Entity of competent jurisdiction that seeks to restrain,
enjoin or prevent the consummation of the Transactions, and there shall not be
in effect any order, decree or injunction of a court or agency of competent
jurisdiction which enjoins or prohibits consummation of the
Transactions.

     

    ARTICLE
VI

     

    Miscellaneous

     

    Section
6.01 Survival of Representations
and Warranties.  All covenants and agreements, other than those
which by their terms apply in whole or in part after the Closing Date, shall
terminate as of the Closing Date.  The warranties and representations
contained in clauses (a), (b), and (c) of Section 3.01 shall survive
the Closing without limitation.  The warranties and representations
contained in clauses (l), (m), and (p) of Section 3.01 shall expire
upon the expiration of all statutes of limitation with respect to the matters
referenced therein.  All other warranties and representations made
herein or in any certificates delivered in connection with the Closing shall
survive the Closing for a period of eighteen months and shall then
expire.

     

    Section
6.02 Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given, if delivered personally, by telecopier or sent
by overnight courier guaranteeing next day delivery and addressed as follows;
provided that any notice given by facsimile shall also be given by overnight
courier guaranteeing next day delivery:

     

    (a)           
If to
Purchaser, to:

     

    Wells
Fargo & Company

    Securities
Investment Group

    MAC
A0112-144

    550
California Street, 14th Floor

    San
Francisco, CA 94104

    Attention:  Mitchell
Taylor

    Fax:  (415)
975-7033

    With
copies to:

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    Sidley
Austin LLP

    555 West
Fifth Street, 40th
Floor

    Los
Angeles, CA 90013

    Attention:  Stephen
D. Blevit

    Fax:  (213)
896-6600

     

    (b)   If to the
Company, to:

     

    Urstadt
Biddle Properties Inc.

    321
Railroad Avenue

    Greenwich,
CT 06830

    Attention:
Chief Financial Officer

    Fax:
(203) 861-6755

    


    With a
copy to:

    


    Urstadt
Biddle Properties Inc.

    321
Railroad Avenue

    Greenwich,
CT 06830

    Attention:
Legal Counsel

    Fax:
(203) 861-6755

    


    With a
copy to:

     

    Baker
& McKenzie LLP

    1114
Avenue of the Americas

    New York,
NY 10036

    Attention:  Carol
B. Stubblefield

    Fax:  (212)
310-1653

     

    or to
such other address or addresses as shall be designated in
writing.  All notices shall be effective when received.

     

    Section
6.03 Entire Agreement; Third
Party Beneficiaries; Amendment.  This Agreement, the Ancillary
Documents and the documents described herein and therein or attached or
delivered pursuant hereto or thereto (collectively, the “Transaction
Documents”) set forth the entire agreement between the parties hereto
with respect to the Transactions, and, other than as set forth in
Section 6.09, are not intended to and shall not confer upon any person
other than the parties hereto any rights or remedies
hereunder.  Without limitation of the foregoing, the Transaction
Documents supersede the provisions of that certain Summary of Terms and
Conditions dated November 5, 2007 executed by the Company and the Purchaser (the
“Term
Sheet”).  Any provision of this Agreement may be amended or
modified in whole or in part at any time by an agreement in writing between the
parties hereto executed in the same manner as this Agreement.  No
investigation by Purchaser of the Company prior to or after the date hereof
shall stop or limit Purchaser from exercising any right hereunder or be deemed
to be a waiver of any such right.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    Section
6.04 Counterparts;
Facsimile.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same documents.  This
Agreement may be executed either originally or by facsimile (in which case such
facsimile signatures shall for all purposes be considered and treated as
original signatures hereto, and which shall fully bind the signatories pursuant
to this Agreement).

     

    Section
6.05 Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, WITH THE EXCEPTION OF SECTION 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK.

     

    Section
6.06 Public
Announcements.  Subject to each party’s disclosure obligations
imposed by law, each of the parties hereto will cooperate with each other in the
development and distribution of all news releases and other public information
disclosures with respect to this Agreement and any of the Transactions, and no
party hereto will make any such news release or public disclosure without first
consulting with the other party hereto.

     

    Section
6.07 Expenses.  The
Company shall pay all fees, costs and expenses (including fees and expenses of
outside counsel) incurred by Purchaser relating to due diligence and the
preparation and negotiation of the Term Sheet, this Agreement and the Ancillary
Documents.

     

    Section
6.08 Indemnification.

     

    (a) The
Company agrees to indemnify and hold harmless Purchaser, each person who
controls Purchaser within the meaning of the Exchange Act, and each of the
respective officers, directors, employees, agents and Affiliates of the
foregoing in their respective capacities as such (the “Purchaser
Indemnitees”), to the fullest extent lawful, from and against any and all
actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in
settlement (subject to Section 6.08(d) below) and expenses (including,
without limitation, reasonable attorneys’ fees and disbursements) (collectively,
“Loss”) arising
out of or resulting from (i)  any inaccuracy in or breach of the
representations, warranties or covenants made by the Company in this Agreement
or any Ancillary Document or (ii) any action or failure to act undertaken
by a Purchaser Indemnitee at the written request of or with the written consent
of the Company.

     

    (b) Purchaser
agrees to indemnify and hold harmless the Company and each of its officers,
directors, employees, agents and Affiliates in their respective capacities as
such (the “Company
Indemnitees”), to the fullest extent lawful, from and against any and all
Losses arising out of or resulting from (i)  any inaccuracy in or breach of
the representations, warranties or covenants made by Purchaser in this Agreement
or any Ancillary Document, except to the extent that such Purchaser Indemnitee
is already indemnified for such breach pursuant to Section 5 of the Registration
Rights Agreement, or (ii) any action or failure to act undertaken by a
Company Indemnitee at the written request of or with the written consent of
Purchaser.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    (c) A party
obligated to provide indemnification under this Section 6.08 (an “Indemnifying Party”)
shall reimburse the indemnified parties of the other party (the “Indemnified Parties”)
for all reasonable out-of-pocket expenses (including attorneys’ fees and
disbursements) as they are incurred in connection with investigating, preparing
to defend or defending any such action, suit, claim or proceeding (including any
inquiry or investigation) whether or not an Indemnified Party is a party
thereto.  If an Indemnified Party makes a claim under this
Section 6.08(c) for payment or reimbursement of expenses, such expenses
shall be paid or reimbursed promptly upon receipt of appropriate documentation
relating thereto even if the Indemnifying Party reserves the right to dispute
whether this Agreement requires the payment or reimbursement of such expenses;
provided that
if a final, nonappealable determination is made by a court of competent
jurisdiction that the Indemnified Party receiving such expense payment or
reimbursement was not entitled to such payment pursuant to this Article VI, then
the Indemnified Party receiving such expense payment or reimbursement shall
return such expense payment or reimbursement to the Indemnifying Party that made
such payment or reimbursement.

     

    (d) An
Indemnified Party shall give written notice to the Indemnifying Party of any
claim with respect to which it seeks indemnification promptly after the
discovery by such party of any matters giving rise to a claim for
indemnification; provided that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 6.08
unless and to the extent that the Indemnifying Party shall have been materially
prejudiced by the failure of such Indemnified Party to so notify such
party.  In case any such action, suit, claim or proceeding is brought
against an Indemnified Party, the Indemnified Party shall be entitled to hire,
at its own expense, separate counsel and participate in the defense thereof;
provided, however, that the
Indemnifying Party shall be entitled to assume and conduct the defense, unless
the Indemnifying Party determines otherwise and following such determination the
Indemnified Party assumes responsibility for conducting the defense (in which
case the Indemnifying Party shall be liable for any legal or other expenses
reasonably incurred by the Indemnified Party in connection with assuming and
conducting the defense).  No Indemnifying Party shall be liable for
any settlement of any action, suit, claim or proceeding effected without its
written consent; provided, however, the
Indemnifying Party shall not unreasonably withhold, delay or condition its
consent.  The Indemnifying Party further agrees that it will not,
without the Indemnified Party’s prior written consent, settle or compromise any
claim or consent to entry of any judgment in respect thereof in any pending or
threatened action, suit, claim or proceeding in respect of which indemnification
may be sought hereunder (whether or not any Indemnified Party is an actual or
potential party to such action, suit, claim or proceeding) unless such
settlement or compromise (i) includes an unconditional release of each
Indemnified Party from all liability arising out of such action, suit, claim or
proceeding, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any Indemnified
Party.

     

    (e) The
obligations of the Indemnifying Party under this Section 6.08 shall survive
the transfer or redemption of the Preferred Securities, or the closing or
termination of this Agreement and any Ancillary Document, or the
Transactions.  The agreements contained in this Section 6.08
shall be in addition to any other rights of the Indemnified Party against the
Indemnifying Party or others, at common law or otherwise.  The
Indemnifying Party consents to

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    personal
jurisdiction, service and venue in any court in the continental United States in
which any claim subject to this Agreement is brought against any Indemnified
Party.

     

    Section
6.09 Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
Company’s successors and assigns and Purchaser’s successors and assigns, and no
other person; provided, that,
subject to applicable law, Purchaser may assign its rights under this Agreement
to any of its Affiliates, but no such assignment shall relieve Purchaser of its
obligations hereunder.  For the avoidance of doubt, none of the
covenants or obligations of Purchaser hereunder shall be binding on any other
Person, and no such Person shall be entitled to any of the Purchaser’s rights
hereunder solely as a result of the transfer of any of the Preferred Securities
to such Person.

     

    Section
6.10 Remedies;
Waiver.  To the extent permitted by law, all rights and
remedies existing under this Agreement or any Ancillary Documents are cumulative
to, and are exclusive of, any rights or remedies otherwise available under
applicable law.  No failure on the part of any party to exercise, or
delay in exercising, any right hereunder shall be deemed a waiver thereof, nor
shall any single or partial exercise preclude any further or other exercise of
such or any other right.

     

    Section
6.11 Consent to
Jurisdiction.  Each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of any Federal or state court located
in the Borough of Manhattan in the City of New York, New York in the event any
dispute arises out of this Agreement, any of the Ancillary Documents or the
Transactions, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court
and (c) agrees that it will not bring any action relating to this
Agreement, any of the Ancillary Documents or the Transactions in any court other
than a Federal or state court located in the Borough of Manhattan in the City of
New York, New York.

     

    Section
6.12 Severability.  If
any provision of this Agreement is determined to be invalid, illegal, or
unenforceable, the remaining provisions of this Agreement shall remain in full
force and effect provided that the economic and legal substance of, any of the
Transactions is not affected in any manner materially adverse to any
party.  In the event of any such determination, the parties agree to
negotiate in good faith to modify this Agreement to fulfill as closely as
possible the original intent and purpose hereof.  To the extent
permitted by law, the parties hereby to the same extent waive any provision of
law that renders any provision hereof prohibited or unenforceable in any
respect.

     

    Section
6.13 Headings.  The
headings of Articles and Sections contained in this Agreement are for reference
purposes only and are not part of this Agreement.

     

    [Signature
Page Follows]

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by
their respective duly authorized officers, all as of the date first above
written.

     

    
      	 
      	
              WFC
      HOLDINGS CORPORATION

              By: 
      /s/ George
      Wick

              Name:  George
      Wick

              Title:    Executive
      Vice President

               

            
	 
      	
              URSTADT
      BIDDLE PROPERTIES INC.

              By: 
      /s/ Willing L. Biddle
      

              Name: 
      Willing L. Biddle

              Title: 
      President 

               

               

            


    

    


    


    


    


    
 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Investment
Agreement Signature Page]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

     

     

    
      FORM
of ARTICLES SUPPLEMENTARY

      OF

      URSTADT
BIDDLE PROPERTIES INC.

      8.50%
SERIES E SENIOR CUMULATIVE PREFERRED STOCK

       

      Urstadt
Biddle Properties Inc., a Maryland corporation (the “Company”), hereby
certifies to the State Department of Assessments and Taxation of  of
Maryland that:

       

      SECTION I:  Pursuant
to authority contained in Article VII of the charter of the Company (the “Charter”), 2,400,000
shares of authorized but unissued shares of the Company’s preferred stock have
been duly classified by the Board of Directors of the Company (the “Board of Directors”)
on March 6, 2008, as authorized but unissued shares of the Company’s 8.50%
Series E Senior Cumulative Preferred Stock and the Board of Directors has set
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption thereof.

       

      SECTION II:  A
description of the 8.50% Series E Senior Cumulative Preferred Stock including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption, as set by the Board of Directors is as
follows:

       

      1. Designation and
Number.  A series of preferred stock, designated the 8.50%
Series E Senior Cumulative Preferred Stock (the “Series E Preferred
Stock”), is hereby established.  The number of shares
constituting the Series E Preferred Stock shall be 2,400,000.

       

      2. Defined
Terms.  The terms defined in this Section, whenever used
herein, shall, unless the context otherwise requires, have the respective
meanings hereinafter specified:

       

                            “Board of Directors”
shall have the meaning set forth in Section
I.

      


                            “Calculation Period”
means, as of any date of determination, the period comprised of the two most
recently completed fiscal quarters of the Company immediately preceding the
fiscal quarter of the Company in which such date of determination
occurs.

       

                   
“Called Shares”
shall have the meaning set forth in Section
II.8(c).

       

                  
“Capitalization
Ratio” means, as of any date of determination, the ratio obtained by
dividing (i) the sum of (A) the aggregate amount of Debt of the Company and (B)
the aggregate amount of Preferred Stock of the Company by (ii) the sum of (A)
the aggregate amount of Debt of the Company, (B) the aggregate amount of
Preferred Stock of the Company, (C) the aggregate amount of capital (including
surplus) which in accordance with GAAP would be reflected on a balance sheet of
the Company in connection with the Common Stock of the Company as of the end of
the quarter immediately preceding the fiscal quarter of the Company in which
such date of determination occurs and (D) accumulated depreciation of the
Company as set forth on the Company’s balance sheet as of the end of the quarter
immediately preceding the fiscal quarter of the Company in which such date of
determination occurs.

       

                           
“Capitalization Ratio
Covenant” has the meaning set forth in Section
II.10(a)(i).

       


      
        
          
             

          

           


        

        
          
          

          
            

          

        

        
           


        

      

       

       

      “Capitalized Lease
Obligations” of a person means any obligation that is required to be
classified and accounted for as a capital lease on the face of a balance sheet
of such person prepared in accordance with GAAP; the amount of such obligation
shall be the capitalized amount thereof determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease.

       

       “Change of Control”
means the occurrence of any one of the following events:

      


                            (a)     any
individual, entity or group, including any “person” within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than Exempted Persons,
acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under
the Exchange Act of 20% or more of the Voting Power of the Company’s Voting
Stock and thereafter individuals who were not on the board of directors of the
Company on March 13, 2008 are elected as board members pursuant to an
arrangement or understanding with, or upon the request of or nomination by, such
Person(s) and constitute at least two of the members of such board of directors
of the Company; or

      


                            (b)     there
occurs any solicitation of proxies by or on behalf of any Person other than the
directors of the Company or an Exempted Person and thereafter individuals who
were not directors of the Company prior to the commencement of such solicitation
are elected as directors of the Company pursuant to an arrangement or
understanding with, or upon the request of or nomination by, such Person and
constitute at least a majority of the members of such board of directors of the
Company; or

      


                            (c)     the
acquisition (whether by purchase, merger, consolidation, exchange or otherwise)
by any individual, entity or group, including any “person” within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than Exempted Persons,
of beneficial ownership within the meaning of Rule 13d-3 promulgated under the
Exchange Act, of a majority or more of the combined Voting Power of the
Company’s Voting Stock.

      


      “Change of Control Call
Option” shall have the meaning set forth in Section
II.8(b).

       

      “Change of Control
Notice” shall have the meaning set forth in Section
II.8(c).

       

      “Change of Control
Date” shall have the meaning set forth in Section
II.8(c).

       

      “Change of Control Put
Option” shall have the meaning set forth in Section
II.8(a).

       

      “Charter” shall have
the meaning set forth in Section
I.

       

      “Code” shall have the
meaning set forth in Section
II.5(e).

       

      “Common Stock” means
(i) the common stock, par value $.01 per share, of the Company, any stock into
which such common stock shall have been changed or any stock resulting from any
capital reorganization or reclassification of such common stock, (ii) the
Class

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      A common
stock, par value $.01 per share, of the Company, any stock into which such Class
A common stock shall have been changed or any stock resulting from any capital
reorganization or reclassification of such Class A common stock, and (iii) all
other stock of any class or classes (however designated) of the Company the
holders of which have the right, without limitation as to amount, either to all
or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions of any shares entitled to
preference.

       

                            “Company” shall have
the meaning set forth in the first paragraph of these Articles
Supplementary.

      


      “Debt” of any person
means, without duplication:

       

      (i)           the
principal of and premium (if any) in respect of (A) indebtedness of such person
for money borrowed and (B) other indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such person is
responsible or liable;

       

      (ii)           all
Capitalized Lease Obligations of such person;

       

      (iii)           all
obligations of such person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such person and all obligations of
such person under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business);

       

      (iv)           all
obligations of such person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third business day following receipt by such person of a demand
for reimbursement following payment on the letter of credit);

       

      (v)           the
amount of all obligations of such person with respect to the redemption,
repayment or other repurchase of any redeemable stock (but excluding any accrued
dividends);

       

      (vi)           all
obligations of the type referred to in clauses (i) through (v) of other persons
and all dividends of other persons for the payment of which, in either case,
such person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any agreement that has the
economic effect of a guarantee; and

       

      (vii)           all
obligations of the type referred to in clauses (i) through (vi) of any other
person secured by any Lien on any property or asset of such person (whether or
not such obligation is assumed by such person), the amount of such obligation
being deemed to be the lesser of the value of such property or assets and the
amount of the obligation so secured.

       

      “Demand Registration”
shall have the meaning set forth in Section 2.1 of the Registration Rights
Agreement.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

       

      “Discount Rate” means,
as of any date of determination, the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second business day
preceding such date of determination on the display designated as “Page 7051” on
the Telerate Access Service (or such other display as may replace Page 7051 on
the Telerate Access Service) for actively traded U.S. Treasury securities having
a thirty (30) year maturity as of such date of determination, or (ii) if such
yields are not reported as of such time or the yields reported as of such time
are not ascertainable, the Treasury Constant Maturity Series Yields reported,
for the latest day for which such yields have been so reported as of the second
business day preceding the date of determination in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for actively traded
U.S. Treasury securities having a thirty (30) year constant maturity as of such
date of determination.

       

                                      “Dividend Payment
Date” shall have the meaning set forth in Section
II.5(b).

      


                                  
   “Dividend Record Date”
shall have the meaning set forth in Section
II.5(b).

      


                                      “Dividend Yield” shall
have the meaning set forth in Section
II.5(a).

      


      “Exempted Person”
means: (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter
defined); (iii) any executor, administrator, trustee or personal representative
who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as
a result of the death of such individual, acting in their capacity as an
executor, administrator, trustee or personal representative with respect to any
such estate; (iv) a trustee, guardian or custodian holding property for the
primary benefit of Charles J. Urstadt or an Urstadt Family Member; (v) any
corporation, partnership, limited liability company or other business
organization that is directly or indirectly controlled by one or more persons or
entities described in clauses (i) through (iv) hereof and is not controlled by
any other person or entity; and (vi) any charitable foundation, trust or other
not-for-profit organization for which one or more persons or entities described
in clauses (i) through (v) hereof controls the investment and voting decisions
in respect of any interest in the Company held by such
organization.   For sake of clarity with respect to clause (v)
above, “control” includes the power to control the investment and voting
decisions of any such corporation, partnership, limited liability company or
other business organization.

      


      For
purposes of this definition, the term “Urstadt Family Member” shall mean and
include the spouse of Charles J. Urstadt, the descendants of the parents of
Charles J. Urstadt, the descendants of the parents of the spouse of Charles J.
Urstadt, the spouses of any such descendant and the descendants of the parents
of any spouse of a child of Charles J. Urstadt.  For this purpose, an
individual’s “spouse” includes the widow or widower of such individual, and an
individual’s “descendants” includes biological descendants and persons deriving
their status as descendants by adoption.

      


      “Event” shall have the
meaning set forth in Section
II.9(c)(ii).

       

      “Fifth Anniversary
Date” means the date which is the fifth anniversary of the date of
issuance of the Series E Preferred Stock.

       

                         “First Default Dividend
Yield” shall have the meaning set forth in Section
II.5(a).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


                            “Fixed Charge Coverage
Ratio” means, as of any date of determination, the ratio obtained by
dividing (i) the sum of (A) Interest Expense for the Calculation Period, (B)
Preferred Dividends for the Calculation Period and (C) Funds From Operations for
the Calculation Period by (ii) the sum of (A) Interest Expense for the
Calculation Period and (B) Preferred Dividends for the Calculation Period;
provided, however, that (x) if the Company has issued any Debt or Preferred
Stock since the beginning of the Calculation Period that remains outstanding or
(y) if the transaction giving rise to the need to calculate the Fixed Charge
Coverage Ratio is an issuance of Debt or Preferred Stock, or both (x) and (y),
Interest Expense and Preferred Dividends for the Calculation Period shall be
calculated after giving effect on a pro forma basis to such Debt or Preferred
Stock as if such Debt or Preferred Stock had been issued on the first day of the
Calculation Period and the discharge of any other Debt or Preferred Stock
refinanced, refunded, exchanged or otherwise discharged with the proceeds of
such new Debt or Preferred Stock as if any such discharge had occurred on the
first day of the Calculation Period.

      


                            “Fixed Charge Coverage Ratio
Covenant” has the meaning set forth in Section
II.10(a)(i).

       

                           
“Funds From
Operations” means net income available to Common Stock (computed in
accordance with generally accepted accounting principles), excluding gains (or
losses) from sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint
ventures.  Adjustments for unconsolidated partnerships and joint
ventures will be calculated to reflect funds from operations on the same
basis.  Funds From Operations shall be determined in accordance with
the April 2002 White Paper on Funds From Operations approved by the Board of
Governors of the National Association of Real Estate Investment Trusts, as in
effect on the date of issuance of the Series E Preferred Stock.

       

                            “GAAP” means generally
accepted accounting principles (in the United States) set forth in the opinions
and pronouncements of the Accounting Principles Board, the American Institute of
Certified Public Accountants and the Financial Accounting Standards Board or in
such other statements by such other entity as may be in general use by
significant segments of the accounting profession as in effect from time to
time.

      


                            “Initial Dividend
Yield” shall have the meaning set forth in Section
II.5(a).

      


                            “Interest Expense”
means, for any period, the total interest expense of the Company, including (i)
interest expense attributable to capital leases, (ii) amortization of debt
discount and debt issuance cost, (iii) capitalized interest, (iv) non-cash
interest payments, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing, (vi) net
costs under hedging obligations (including amortization of fees), and (vii)
interest actually paid by the Company under any guarantee of Debt or other
obligation of any other person.

      


                            “Investment Agreement”
means that certain Investment Agreement, dated as of March 13, 2008, by and
between the Company and WFC Holdings Corporation, a Delaware corporation, as the
same may be amended, modified or supplemented form time to time in accordance
with the provisions thereof.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


                            “Lien” means any
mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale
agreement, deposit arrangement, security interest, encumbrance, lien,
preference, priority, title retention or other security agreement or
preferential arrangement (including, without limitation, any negative pledge
arrangement, restrictive covenant on real property and any agreement to provide
equal and ratable security) of any kind or nature whatsoever in respect of any
property of a Person intended to assure payment of any Debt.

      


                            “Liquidation
Preference” shall have the meaning set forth in Section
II.6.

      


                            “Make-Whole Price”
means, for any share of Series E Preferred Stock as of any date of
determination, the sum of (i) the present value as of such date of determination
of all remaining scheduled dividend payments of such share of Series E Preferred
Stock until the Fifth Anniversary Date, discounted by the Discount Rate, (ii)
the Liquidation Preference and (iii) all accrued and unpaid dividends thereon to
such date of redemption.

      


                            “MGCL” shall have the
meaning set forth in Section
II.5(b).

       

                            “NOI” means for any
property and for a given period, the sum of the following (without duplication):
(a) rents and other revenues received or accrued in the ordinary course from
such property (excluding prepaid rents and revenues and security deposits except
to the extent applied in satisfaction of tenants' obligations for rent) minus
(b) all expenses paid or accrued related to the ownership, operation or
maintenance of such property, including but not limited to taxes, assessments
and the like, insurance, utilities, payroll costs, maintenance, repair and
landscaping expenses, marketing expenses, and general and administrative
expenses (including an appropriate allocation for legal, accounting,
advertising, marketing and other expenses incurred in connection with such
property, but specifically excluding general overhead expenses of the Company
which shall include general legal expenses not related to any particular
property) minus (c) the Reserve for Replacements for such property as of the end
of such period minus (d) the greater of (i) the actual property management fee
paid during such period and (ii) an imputed management fee in the amount of
three percent (3.0%) of the base rent revenues for such property for such
period.

      


                            “Parity Preferred”
shall have the meaning set forth in Section
II.9(b).

      


                            “Person” means any
natural person, corporation, limited partnership, limited liability company,
general partnership, joint stock company, joint venture, association, company,
trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, or any governmental authority.

      


                            “Preferred Dividend
Default” shall have the meaning set forth in Section
II.9(b).

      


                            “Preferred Dividends”
means, for any period, dividends accrued during such period in respect of all
Preferred Stock held by persons other than the Company.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


                            “Preferred Stock”
means, as applied to the capital stock of the Company, capital stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of capital stock of
any other class of the Company.

      
                     
“Preferred Stock
Director” shall have the meaning set forth in Section
II.9(b).

       

                           
“Put Shares”
shall have the meaning set forth in Section
II.8(d).

       

                            “Redemption Price”
shall have the meaning set forth in Section
II.7(a).

      


                            “Registration Rights
Agreement” means that certain Registration Rights Agreement, dated as of
March 13, 2008, among the Company and the investors identified
therein.

      


                            “REIT” shall have the
meaning set forth in Section
II.5(e).

      


                            “Reserve for
Replacements” means, with respect to a property, an amount equaling $0.10
per square foot per annum for all retail, office and industrial properties and
$300 per unit for all apartment properties.

      


                            “Second Default Dividend
Yield” shall have the meaning set forth in Section
II.5(a).

      


                            “Securities Act” means
the Securities Act of 1933, as amended.

       

                           
“Senior
Obligations” means any (i) Debt other than accounts payable incurred in
the ordinary course of the Company’s business and (ii) equity securities of the
Company which rank senior to the Series E Preferred Stock with respect to the
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the Company.

       

                           
“Series C Preferred
Stock” means the 8.5% Series C Senior Cumulative Preferred Stock, par
value $.01 per share, of the Company.

       

                            “Series D Preferred
Stock” means the 7.5% Series D Senior Cumulative Preferred Stock, par
value $.01 per share, of the Company.

      


                            “Series E Preferred
Stock” shall have the meaning set forth in Section
II.1.

      


                            “Stated Maturity”
means, with respect to any security, the date specified in such security as the
fixed date on which the principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency).

       

                           
“Unencumbered
Assets” means real estate assets of the Company which are (i)
wholly-owned by the Company, (ii) at least 80% leased at the time of any
determination,


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      measured
as a percentage of gross leasable area and excluding from such measurement any
gross leasable area undergoing redevelopment, and (iii) not encumbered by any
Lien.

      


                            “Unencumbered Asset
Test” has the meaning set forth in Section
II.10(a)(ii).

       

                           
“Unencumbered Asset
Value” means, as of the date of determination, the sum of: (A) the NOI
generated by the Unencumbered Assets as of the last day of the three-fiscal
month period most recently ended times four (4) divided by 8.00%, plus (B) the acquisition cost
of Unencumbered Assets not owned for the entire three-fiscal month period most
recently ended.

       

                           
“Voting Power”
means, with respect to shares of Voting Stock, the percentage obtained by
dividing the number of votes represented by such shares of Voting Stock by the
number of votes represented by all shares of Voting Stock.

       

                           
“Voting Stock”
means, with respect to the Company, any class or classes of capital stock
entitling any holder thereof to vote generally in the election of members of the
Board of Directors, excluding any class of capital stock having voting power by
reason of any contingency, including default.

       

      3. Maturity.  The
Series E Preferred Stock has no stated maturity and will not be subject to any
sinking fund or mandatory redemption.

       

      4. Rank.  The
Series E Preferred Stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of the Company, rank (i) senior to all
classes or series of Common Stock of the Company, and to all equity securities
issued by the Company, the terms of which specifically provide that such equity
securities rank junior to the Series E Preferred Stock with respect to dividend
rights or rights upon liquidation, dissolution or winding up of the Company,
(ii) on a parity with the Series C Preferred Stock, the Series D Preferred Stock
and all other equity securities issued by the Company, the terms of which
specifically provide that such equity securities rank on a parity with the
Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock
with respect to dividend rights or rights upon liquidation, dissolution or
winding up of the Company, and (iii) junior to all existing and future
indebtedness of the Company.  Without the affirmative vote or consent
of one hundred percent (100%) of the outstanding shares of Common Stock, the
Company may not authorize or issue any additional shares of Series E Preferred
Stock.  Without the affirmative vote or consent of holders of at least
two-thirds of the outstanding shares of the Series E Preferred Stock, the
Company may not issue any equity securities which rank senior to the Series E
Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company.  The term “equity
securities” does not include convertible debt securities, which will rank senior
to the Series E Preferred Stock prior to conversion.

       

      5. Dividends.

       

      (a) Holders
of shares of the Series E Preferred Stock are entitled to receive, when and as
authorized by the Board of Directors and declared by the Company, out of funds
legally available for the payment of dividends, preferential cumulative cash
dividends at the rate (any such rate determined in accordance with this Section 5(a), the
“Dividend
Yield”) of 8.50%

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       per
annum of the Liquidation Preference (the “Initial Dividend
Yield”); provided, however, that (i) if
the Company should violate the Fixed Charge Coverage Ratio Covenant (as defined
in Section 10),
the Capitalization Ratio Covenant (as defined in Section 10), or the
Unencumbered Asset Test (as defined in Section 10) and fail
to cure such violation on or prior to the second succeeding Dividend Payment
Date after the date of any such violation, or (ii) if the Company fails to have
declared effective and maintain the effectiveness of the Demand Registration
within the respective periods required under the Registration Rights Agreement,
the Dividend Yield shall be increased to 200 basis points over the Initial
Dividend Yield (the “First Default Dividend
Yield”) as of such second succeeding Dividend Payment Date after the date
of such violation or failure.  If the Company remains in violation of
the Fixed Charge Ratio Covenant, the Capitalization Ratio Covenant or the
Unencumbered Asset Test on four consecutive Dividend Payment Dates subsequent to
the initial violation of any such covenant, the Dividend Yield shall increase to
the greater of (i) the Discount Rate plus 700 basis points or (ii) 15% (the
“Second Default
Dividend Yield”) as of such fourth consecutive Dividend Payment
Date.  The Dividend Yield on the Series E Preferred Stock will revert
back to the Initial Dividend Yield if (i) the Company remains in compliance with
the Fixed Charge Coverage Ratio Covenant, the Capitalization Ratio Covenant, and
the Unencumbered Asset Test on two consecutive Dividend Payment Dates after such
First Default Dividend Yield or Second Default Dividend Yield takes effect or
(ii) the Company has declared effective and maintains the effectiveness of the
Demand Registration if the First Default Dividend Yield is due to the Company’s
failure to have declared effective and maintain the effectiveness of the Demand
Registration within the respective periods required under the Registration
Agreement.

       

      (b) Dividends
on the Series E Preferred Stock shall be cumulative from the date of original
issue and shall be payable in arrears for each quarterly period ended January
31, April 30, July 31 and October 31 on January 31, April 30, July 31 and
October 31, respectively, of each year, or, if any such date shall not be a
business day, the next succeeding business day (each, a “Dividend Payment
Date”).  The first dividend will be payable on April 30, 2008,
with respect to the period commencing on the date of first issue and ending
April 30, 2008, and will be for less than a full quarterly
period.  Any quarterly dividend payable on the Series E Preferred
Stock for any partial dividend period will be computed on the basis of a 360-day
year consisting of twelve 30-day months.  Dividends will be payable to
holders of record as they appear in the stock records of the Company at the
close of business on the applicable record date determined each quarter by the
Board of Directors, in accordance with the Maryland General Corporation Law (the
“MGCL”) (each,
a “Dividend Record
Date”).

       

      (c) No
dividends on shares of Series E Preferred Stock shall be authorized by the Board
of Directors or declared or paid or set aside for payment by the Company at such
time as the terms and provisions of any agreement of the Company, including any
agreement relating to its indebtedness, prohibits such authorization,
declaration, payment or setting apart for payment or provides that such
authorization, declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such authorization,
declaration, payment or setting apart for payment shall be restricted or
prohibited by law.

       

      (d) Notwithstanding
the foregoing, dividends on outstanding shares of the Series E Preferred Stock
will accrue whether or not the Company has earnings, whether or not there are
funds legally available for the payment of such dividends and whether or not
such

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      dividends
are authorized or declared.  Accrued but unpaid dividends on the
Series E Preferred Stock will not bear interest and holders of the shares of the
Series E Preferred Stock will not be entitled to any distributions in excess of
full cumulative distributions described above.  Except as set forth in
the next sentence, no dividends will be authorized, declared and paid or
authorized, declared and set aside for payment on any capital stock of the
Company, including any other series of Preferred Stock ranking, as to dividends,
on a parity with or junior to the Series E Preferred Stock, (other than a
dividend in shares of the Company’s Common Stock or in shares of any other class
of stock ranking junior to the Series E Preferred Stock as to dividends and upon
liquidation) for any period unless full cumulative dividends relating to all
past dividend periods and the then current dividend period have been or
contemporaneously are authorized, declared and paid or authorized and declared
and a sum sufficient for the payment of such dividends relating to all past
dividend periods and the then current dividend period is irrevocably set aside
by the Company for the benefit of holders of outstanding shares of Series E
Preferred Stock.  When cumulative dividends are not paid in full (or a
sum sufficient for such full payment is not so set aside by the Company) upon
the Series E Preferred Stock and the shares of any other series of Preferred
Stock ranking on a parity as to dividends with the Series E Preferred Stock, all
dividends declared upon the Series E Preferred Stock and any other series of
Preferred Stock ranking on a parity as to dividends with the Series E Preferred
Stock shall be declared and paid pro rata so that the amount of dividends
declared and paid per share of Series E Preferred Stock and such other series of
Preferred Stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series E Preferred Stock and such other
series of Preferred Stock (which shall not include any accrual in respect of
unpaid dividends for prior dividend periods if such Preferred Stock does not
have a cumulative dividend) bear to each other.

       

      (e) Except as
provided in the immediately preceding paragraph (d), unless full cumulative
dividends on the Series E Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
irrevocably set aside for payment for all past dividend periods and the then
current dividend period, no dividends (other than in shares of Common Stock or
other shares of capital stock ranking junior to the Series E Preferred Stock as
to dividends and upon liquidation) shall be declared and paid or declared and
set aside for payment nor shall any other distribution be declared or made upon
the Common Stock, or any other capital stock of the Company ranking junior to or
on a parity with the Series E Preferred Stock as to dividends or upon
liquidation, nor shall any shares of Common Stock, or any other shares of
capital stock of the Company ranking junior to or on a parity with the Series E
Preferred Stock as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such shares) by the
Company (except (i) by conversion into or exchange for other capital stock of
the Company ranking junior to the Series E Preferred Stock as to dividends and
upon liquidation or (ii) any redemption that is necessary to preserve the
Company’s qualification as a real estate investment trust (a “REIT”) under the
Internal Revenue Code of 1986, as amended (the “Code”)).  Holders
of shares of the Series E Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of full cumulative
dividends on the Series E Preferred Stock as provided above.  Any
dividend payment made on shares of the Series E Preferred Stock shall first be
credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      6. Liquidation
Preference.

       

      (a) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company, the holders of shares of Series E Preferred Stock are entitled
to be paid out of the assets of the Company legally available for distribution
to its stockholders a liquidation preference of $25 per share (the “Liquidation
Preference”), plus an amount equal to any accrued and unpaid dividends to
the date of payment (whether or not declared), but without interest, before any
distribution of assets is made to holders of Common Stock or any other class or
series of capital stock of the Company that ranks junior to the Series E
Preferred Stock as to liquidation rights, but the holders of the shares of
Series E Preferred Stock will not be entitled to receive the Liquidation
Preference, plus any accrued and unpaid dividends, of such shares until the
liquidation preference of any other series or class of the Company’s capital
stock hereafter issued which ranks senior as to liquidation rights to the Series
E Preferred Stock has been paid in full.  The holders of Series E
Preferred Stock and all series or classes of the Company’s capital stock
hereafter issued which rank on a parity as to liquidation rights with the Series
E Preferred Stock are entitled to share ratably, in accordance with the
respective preferential amounts payable on such capital stock, in any
distribution (after payment of the liquidation preference of any capital stock
of the Company that ranks senior to the Series E Preferred Stock as to
liquidation rights) which is not sufficient to pay in full the aggregate of the
amounts payable thereon.  The Company shall deliver written notice of
any event triggering the right to receive such Liquidation Preference to each
holder of Series E Preferred Stock within ten (10) days of the occurrence of
such event.  After payment of the full amount of the Liquidation
Preference, plus any accrued and unpaid dividends to which they are entitled,
the holders of Series E Preferred Stock will have no right or claim to any of
the remaining assets of the Company.  The consolidation or merger of
the Company with or into any other corporation, trust or entity or of any other
corporation with or into the Company, or the sale, lease or conveyance of all or
substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the
Company.

       

      (b) In
determining whether a distribution to holders of Series E Preferred Stock (other
than upon voluntary or involuntary liquidation) by dividend, redemption or other
acquisition of shares of stock of the Company or otherwise is permitted under
the MGCL, no effect shall be given to amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of holders of shares of stock of the
Company whose preferential rights upon dissolution are superior to those
receiving the distribution.

       

      7. Redemption.

       

      (a) Prior to
the Fifth Anniversary Date, the Company may, at its option, upon not less than
thirty (30) nor more than sixty (60) days’ written notice, redeem from the
holders of shares of Series E Preferred Stock any or all outstanding shares of
Series E Preferred Stock at the Make-Whole Price as of the date fixed for
redemption.  On and after the Fifth Anniversary Date, the Company,
may, at its option, upon not less than thirty (30) nor more than sixty (60)
days’ written notice, redeem from the holders of shares of Series E Preferred
Stock any or all outstanding shares of Series E Preferred Stock, at a redemption
price of $25 per share (the “Redemption Price”)
plus all accrued and unpaid dividends on the shares redeemed to the date
of

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      redemption,
without interest.  Holders of Series E Preferred Stock which is to be
redeemed shall surrender such Series E Preferred Stock at the place designated
in such notice and the Company shall pay the Redemption Price plus all accrued
and unpaid dividends on the shares redeemed to the date of redemption, without
interest, or Make-Whole Price, as the case may be, upon such redemption promptly
following such surrender.  If notice of redemption of any shares of
Series E Preferred Stock has been given and if the funds necessary for such
redemption have been irrevocably set aside by the Company for the benefit of the
holders of any shares of Series E Preferred Stock so called for redemption, then
from and after the date the shares of Series E Preferred Stock are actually
redeemed or such funds are so set aside dividends will cease to accrue on such
shares of Series E Preferred Stock, such shares of Series E Preferred Stock
shall no longer be deemed outstanding and all rights of the holders of such
shares will terminate, except the right to receive the Redemption Price plus all
accrued and unpaid dividends on the shares redeemed to the date of redemption,
without interest, or the Make-Whole Price, as applicable.  If less
than all of the outstanding shares of Series E Preferred Stock are to be
redeemed, the Series E Preferred Stock to be redeemed shall be selected pro rata
(as nearly as may be practicable without creating fractional shares) or by any
other equitable method determined by the Company.

       

      (b) Unless
full cumulative dividends on all shares of Series E Preferred Stock shall have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof has been irrevocably set aside by the Company for
payment for all accrued dividends on the Series E Preferred Stock, no shares of
Series E Preferred Stock shall be redeemed unless all outstanding shares of
Series E Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series E
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series E Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent a purchase or exchange
offer made on the same terms to holders of all outstanding shares of Series E
Preferred Stock.  So long as no dividends on the Series E Preferred
Stock are in arrears, the Company shall be entitled at any time and from time to
time to repurchase shares of Series E Preferred Stock in open-market
transactions duly authorized by the Board of Directors and effected in
compliance with applicable laws.

       

      (c) Notice of
redemption will be given by press release issued by the Company not less than
thirty (30) nor more than sixty (60) days prior to the redemption
date.  A notice of redemption will also be mailed by the Company,
postage prepaid, not less than thirty (30) nor more than sixty (60) days prior
to the redemption date, addressed to the respective holders of record of the
Series E Preferred Stock to be redeemed at their respective addresses as they
appear on the stock transfer records of the Company.  No failure to
give such notice or any defect therein or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any shares of Series E
Preferred Stock except as to the holder to whom notice was defective or not
given.  Each notice shall state:  (i) the redemption date;
(ii) the Redemption Price plus the amount of all accrued and unpaid dividends on
the shares redeemed to the date of redemption, without interest, or the
Make-Whole Price, as applicable; (iii) the number of shares of Series E
Preferred Stock to be redeemed; (iv) the place or places where the Series E
Preferred Stock is to be surrendered for payment of the Redemption Price or the
Make-Whole Price, as applicable; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date.  If less than
all of the Series E Preferred Stock held by any holder is to be

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      redeemed,
the notice mailed to such holder shall also specify the number of shares of
Series E Preferred Stock held by such holder to be redeemed.

       

      (d) Immediately
prior to any redemption of Series E Preferred Stock, the Company shall pay, in
cash, any accumulated and unpaid dividends on all outstanding shares of Series E
Preferred Stock through the redemption date, unless a redemption date falls
after a Dividend Record Date and prior to the corresponding Dividend Payment
Date, in which case each holder of Series E Preferred Stock at the close of
business on such Dividend Record Date shall be entitled to the dividend payable
on such shares on the corresponding Dividend Payment Date notwithstanding the
redemption of such shares before such Dividend Payment Date.

       

      8. Change of
Control.

       

      (a) If a
Change of Control of the Company occurs, each holder of shares of Series E
Preferred Stock shall have the right, at such holder’s option, to require the
Company to redeem all or any part of such holder’s shares of Series E Preferred
Stock for cash at the Redemption Price plus all accrued and unpaid dividends on
the shares redeemed to the date of redemption, without interest, pursuant to the
procedures described below (the “Change of Control Put
Option”), subject to the MGCL.

       

      (b) If a
Change of Control of the Company occurs, the Company shall have the right, at
the Company’s option, to redeem all or any part of the outstanding shares of
Series E Preferred Stock for cash at (i) prior to the Fifth Anniversary Date,
the Make-Whole Price as of the Change of Control Date and (ii) on or subsequent
to the Fifth Anniversary Date, the Redemption Price plus all accrued and unpaid
dividends on the shares redeemed to the date of redemption, without interest,
pursuant to the procedures described below (the “Change of Control Call
Option”), subject to the MGCL.

       

      (c) In
connection with any Change of Control, the Company will be required to deliver
to each holder of shares of Series E Preferred Stock, no fewer than twenty (20)
days prior to the date the Change of Control is consummated (the “Change of Control
Date”), written notice of the Change of Control (the “Change of Control
Notice”), which Change of Control Notice shall include:

       

      (i) a
reasonably detailed description of the material terms of the transaction giving
rise to the Change of Control;

       

      (ii) the
anticipated closing date of the Change of Control;

       

      (iii) a
statement as to whether or not the Company elects to exercise the Change of
Control Call Option in connection with the Change of Control;

       

      (iv) if the
Company elects to exercise the Change of Control Call Option, the number of
shares of Series E Preferred Stock to be redeemed by the Company pursuant to
such exercise (the “Called Shares”),
provided, that,
if less than all of the outstanding shares of Series E Preferred Stock are to be
redeemed, the Called Shares shall be redeemed from the holders of Series E
Preferred Stock pro
rata (as nearly as may

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      be
practicable without creating fractional shares) or by any other equitable method
determined by the Company; and

       

      (v) if the
Company does not elect to exercise the Change of Control Call Option for the
redemption of one hundred percent (100%) of the outstanding shares of Series E
Preferred Stock in connection with the Change of Control, a statement that
informs the holders of shares of Series E Preferred Stock of their rights under
the Change of Control Put Option.

       

      (d) If the
Company does not elect to exercise the Change of Control Call Option for the
redemption of one hundred percent (100%) of the outstanding shares of Series E
Preferred Stock pursuant to any Change of Control Notice delivered to the
holders of the Series E Preferred Stock pursuant to Section II.8(c), any
such holder may deliver to the Company, not later than the date that is five
days prior to the anticipated Change of Control Date designated in the Change of
Control Notice, written notice of such holder’s exercise of the Change of
Control Put Option, indicating the number of shares of Series E Preferred Stock
to be redeemed by the Company (the “Put
Shares”).  For the avoidance of doubt, the number of Put Shares
that any holder of Series E Preferred Stock may elect to include in any exercise
of the Change of Control Put Option may be equal to all or any part of such
holder’s remaining shares of Series E Preferred Stock after the exercise of the
Change of Control Call Option by the Company.

       

      (e) If either
(i) the Company elects to exercise the Change of Control Call Option or (ii) any
holder of shares of Series E Preferred Stock elects to exercise the Change of
Control Put Option, the Company shall pay the applicable amount set forth in
Section II.8(a)
or (b) to each
holder of Called Shares or Put Shares, as applicable, upon the Change of Control
Date.  Payment shall be made to each holder at its address as it
appears on the books and records of the Company or pursuant to such other
payment instructions as are provided by such holder to the Company not later
than three (3) business days prior to the Change of Control Date.

       

      9. Voting
Rights.

       

      (a) Holders
of the Series E Preferred Stock will not have any voting rights, except as
expressly set forth herein.

       

      (b) Whenever
dividends on any shares of Series E Preferred Stock shall be in arrears for
three (3) or more quarterly periods, whether or not such quarterly periods are
consecutive (a “Preferred Dividend
Default”), the number of directors then constituting the Board of
Directors shall be increased by two (if not already increased by reason of a
similar arrearage with respect to any Parity Preferred), and the holders of such
shares of Series E Preferred Stock will be entitled to vote separately as a
class with all other series of preferred stock ranking on a parity with the
Series E Preferred Stock as to dividends or upon liquidation and upon which like
voting rights have been conferred and are exercisable (“Parity Preferred”),
in order to fill the vacancies thereby created, for the election of a total of
two additional directors of the Company (the “Preferred Stock
Directors”) at a special meeting called by the Company at the request of
holders of record of at least 20% of the outstanding shares of Series E
Preferred Stock or the holders of record of at least 20% of the outstanding
shares of any series of Parity Preferred so in arrears (unless such request is
received less than ninety (90) days before the date

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       fixed
for the next annual meeting of stockholders) or at the next annual meeting of
stockholders, and at each subsequent annual meeting until all dividends
accumulated on such shares of Series E Preferred Stock and Parity Preferred for
the past dividend periods and the dividends on such shares of Series E Preferred
Stock and Parity Preferred for the then current dividend period shall have been
fully paid or declared and a sum sufficient for the payment thereof set aside
for payment.  In the event the directors of the Company are divided
into classes, each such vacancy shall be apportioned among the classes of
directors to prevent stacking in any one class and to insure that the number of
directors in each of the classes of directors is as nearly equal as
possible.  Each Preferred Stock Director, as a qualification for
election as such (and regardless of how elected) shall submit to the Board of
Directors a duly executed, valid, binding and enforceable letter of resignation
from the Board of Directors, to be effective upon the date upon which all
dividends accumulated on such shares of Series E Preferred Stock and Parity
Preferred for the past dividend periods and the dividends on such shares of
Series E Preferred Stock and Parity Preferred for the then current dividend
period shall have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment, whereupon the terms of office of all
persons elected as Preferred Stock Directors by the holders of the Series E
Preferred Stock and any Parity Preferred shall, upon the effectiveness of their
respective letters of resignation, forthwith terminate, and the number of
directors then constituting the Board of Directors shall be reduced
accordingly.  A quorum for any meeting shall exist if at least a
majority of the outstanding shares of Series E Preferred Stock and shares of
Parity Preferred are represented in person or by proxy at such
meetings.  Such Preferred Stock Directors shall be elected by a
plurality of the votes cast by the holders of shares of Series E Preferred Stock
and Parity Preferred that are present and voting, in person or by proxy, at a
duly called and held meeting at which a quorum is present.  If and
when all accumulated dividends and the dividend for the then current dividend
period on the Series E Preferred Stock shall have been paid in full or declared
and set aside for payment in full, the holders thereof shall be divested of the
foregoing voting rights (subject to revesting in the event of each and every
Preferred Dividend Default).  Any Preferred Stock Director may be
removed at any time with or without cause only by a majority of the votes cast
by the holders of shares of Series E Preferred Stock and Parity Preferred that
are present and voting, in person or by proxy, at a duly called and held meeting
at which a quorum is present.  So long as a Preferred Dividend Default
shall continue, any vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred Stock Director remaining in office,
or if none remains in office, by a majority of the votes cast by the holders of
shares of Series E Preferred Stock and Parity Preferred that are present and
voting, in person or by proxy, at a duly called and held meeting at which a
quorum is present.  The Preferred Stock Directors shall each be
entitled to one vote per director on any matter properly coming before the Board
of Directors.  The Company shall, upon receipt of a written request by
holders of record of at least 20% of the outstanding shares of Series E
Preferred Stock or the holders of record of at least 20% of the outstanding
shares of any series of Parity Preferred, use commercially reasonable efforts to
call a special meeting for the purpose of the removal of a Preferred Stock
Director or the filling of any vacancy in the office of a Preferred Stock
Director as promptly as reasonably practicable.  Without limiting the
generality of the foregoing, the Company shall file a proxy statement with the
Security and Exchange Commission relating to any such special meeting with 45
days of any such request if the Company is required to file such a proxy
statement under applicable laws.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (c) So long
as any shares of Series E Preferred Stock remain outstanding, the Company will
not, without the affirmative vote or consent of the holders of at least
two-thirds of the shares of the Series E Preferred Stock outstanding at the
time, given in person or by proxy, either in writing or at a meeting (voting
separately as a class) amend, alter or repeal the provisions of the Charter or
these Articles Supplementary, whether by merger, consolidation or otherwise (an
“Event”), so as
to materially and adversely affect any preferences, conversion and other rights,
voting powers, restrictions (including, without limitation, Section II.10),
limitations as to dividends and other distributions, qualifications, and terms
and conditions of redemption of the Series E Preferred Stock or the holders
thereof; provided, however, that without the affirmative vote or consent of all
holders of shares of the Series E Preferred Stock outstanding at the time, no
amendment, alteration or repeal of the provisions of the Charter or of these
Articles Supplementary may be made that will (v) alter the rank of the Series E
Preferred Stock as set forth in Section II.4, (w)
reduce the number of shares of the Series E Preferred Stock required to consent
to an amendment, alteration or repeal of the Charter or these Articles
Supplementary pursuant to this Section II.9(c), (x)
reduce the Initial Dividend Yield or the Liquidation Preference or change the
method of calculation of the First Default Dividend Yield, the Second Default
Dividend Yield, Redemption Price or the Make-Whole Price, (y) change the payment
date for payment of dividends with respect to the Series E Preferred Stock or
change the period with respect to which such dividends are paid, or (z) alter or
modify the rights of any holder of Series E Preferred Stock pursuant to Section II.8 of these
Articles Supplementary.  With respect to the occurrence of any Event
set forth above, so long as the Series E Preferred Stock remains outstanding
with the terms thereof materially unchanged (or any class or series of stock
with substantially identical terms and conditions is issued by the surviving
corporation in any merger or consolidation to which the Company became a party
in exchange for the Series E Preferred Stock), the occurrence of any such Event
shall not be deemed to materially and adversely affect any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, and terms and conditions of
redemption the Series E Preferred Stock.  In addition, any increase in
the number of authorized shares of Preferred Stock or the creation or issuance
of any other series of Preferred Stock, or any increase in the number of
authorized shares of such series, in each case ranking on a parity with or
junior to the Series E Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up, shall
not be deemed to materially and adversely affect any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
Series E Preferred Stock.

       

      (d) So long
as any shares of Series E Preferred Stock remain outstanding and any holder of
the Series E Preferred Stock as of the date of the first issuance of the Series
E Preferred Stock continues to hold, beneficially or of record, at least 75% of
the number of shares of Series E Preferred Stock which such holder owned,
beneficially or of record, as of the date of the first issuance of the Series E
Preferred Stock, the Company will not, without the affirmative vote or consent
of the holders of at least 85% of the shares of the Series E Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), amend Section II.10 of
these Articles Supplementary.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (e) The
foregoing voting provisions will not apply if, at or prior to the time when the
act with respect to which such vote would otherwise be required shall be
effected, all outstanding shares of Series E Preferred Stock shall have been
redeemed or called for redemption upon proper notice and sufficient funds shall
have been irrevocably deposited in trust to effect such redemption.

       

      (f) Except as
expressly stated in these Articles Supplementary, the Series E Preferred Stock
will not have any relative, participating, optional or other special voting
rights and powers, and the consent of the holders thereof shall not be required
for the taking of any corporate action, including but not limited to, any
corporate action to approve any merger or consolidation involving the Company,
or a sale of all or substantially all of the assets of the Company, or the
liquidation or dissolution of the Company, irrespective of the effect that such
merger, consolidation, sale, liquidation or dissolution may have upon the
rights, preferences or voting powers of the holders of the Series E Preferred
Stock.

       

      10. Covenants.

       

      (a) So long
as any share of Series E Preferred Stock shall remain outstanding, the Company
shall:

       

      (i) not
permit the Fixed Charge Coverage Ratio to be less than 1.50 (the “Fixed Charge Coverage Ratio
Covenant”) or the Capitalization Ratio to exceed 0.55 (the “Capitalization Ratio
Covenant”);

       

      (ii) maintain
an Unencumbered Asset Value of not less than 150% of the aggregate outstanding
principal amount of its unsecured Debt and the liquidation preference of its
Preferred Stock (the “Unencumbered Asset
Test”); and

       

      (iii) not enter
into or undertake any Senior Obligation (i) at any time during which the Company
is in violation of the Fixed Charge Coverage Ratio Covenant or the
Capitalization Ratio Covenant or (ii) if the entry into or undertaking of such
Senior Obligation would result in a violation of the Fixed Charge Coverage Ratio
Covenant or the Capitalization Ratio Covenant, compliance with such covenants
being determined (A) in the case of the Fixed Charge Coverage Ratio Covenant,
after giving effect on a pro forma basis to any such Senior Obligation as if
such Senior Obligation had been issued on the first day of the Calculation
Period and (B) in the case of the Capitalization Ratio Covenant, as of the end
of the fiscal quarter of the Company immediately preceding the fiscal quarter of
the Company in which such Senior Obligation is proposed to be entered into or
undertaken, after giving effect on a pro forma basis to any such Senior
Obligation as if such Senior Obligation had been issued on the first day of such
immediately preceding quarter.

       

      (iv) The
covenants set forth in Section II.10(a) are
for the exclusive benefit of the holders of the Series E Preferred Stock and,
except as set forth in Section II.9(d), may
not be waived without the consent, approval or vote of the holders of two-thirds
of the outstanding Series E Preferred Stock.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      (b) The
Company will not take any action to voluntarily terminate or authorize the
termination of the status of the Company as a REIT.

       

      11. Conversion.  The
Series E Preferred Stock is not convertible into or exchangeable for any other
securities or property of the Company.

       

      12. No
Impairment.  The Company will not, through any reorganization,
recapitalization, transfer of assets, consolidation, merger or dissolution,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of these Articles
Supplementary.  Unless the Company validly and legally exercises the
Change of Control Call Option or the holders of Series E Preferred Stock validly
and legally exercise their Change of Control Put Option, in each case with
respect to 100% of the issued and outstanding shares of Series E Preferred
Stock, the Company shall, as a condition precedent to any such reorganization,
recapitalization, transfer of assets, consolidation, merger or dissolution,
cause any successor to the Company or acquiring person or entity, as the case
may be, to carry out all the provisions of these Articles Supplementary or issue
preferred stock to each holder of the Series E Preferred Stock with preferences,
priorities, rights, powers, restrictions, limitations, qualifications and terms
and conditions as nearly equivalent as may be practicable to those contained in
these Articles Supplementary.  The Company will, with the purpose of
impairing the voting rights of the Series E Preferred Stock under Section
II.(9(b), (i) issue shares of Parity Preferred with voting rights greater than
one vote per share or (ii) issue shares of Parity Preferred with a liquidation
preference per share less than $25 without a proportionate reduction in
percentage voting rights per share on the basis of $25 liquidation preference
equals 1 vote, unless, in the case of this clause (ii), the Company has been
advised in writing by its financial advisor that it has become the market
standard in preferred stock issuances of a similar size and nature to issue
shares of preferred stock with a liquidation preference per share less than $25,
in which case the Company shall not issue Parity Preferred at a lesser
liquidation preference per share than the market standard liquidation preference
per share so advised by the Company’s financial advisor.  The
provisions of this Section II.12 will
similarly apply to successive reorganizations, recapitalizations, transfers of
assets, consolidations, mergers or dissolutions.

       

      SECTION III:  The
classification of authorized but unissued shares as set forth in these Articles
Supplementary does not increase the authorized capital of the Company or the
aggregate par value thereof.

       

      SECTION IV:  These
Articles Supplementary have been approved by the majority of the Board of
Directors in the manner prescribed by the MGCL.

       

      


      *           *           *


      
        
           


        

        
          
          

          
            

          

        

        
           


          
             

          

        

      

       

       


      IN
WITNESS WHEREOF, the undersigned, the President of the Company acknowledges
these Articles Supplementary to be the corporate act of the Company and, as to
all matters or facts required to be verified under oath, the undersigned
acknowledges that to the best of his knowledge, information and belief, these
matters and facts set forth herein are true in all material respects and that
this statement is made under the penalties for perjury.

       

      These
Articles Supplementary have been executed under seal in the name of the Company
and on its behalf by its President and attested to by its Secretary on this
13th
day of March, 2008.

       

      
        	
                ATTEST

                 

                 

                 

                By:                                  

                Thomas D. Myers

                Secretary

              	
                URSTADT
      BIDDLE PROPERTIES, INC.

                 

                 

                 

                By:                                                                   

                Willing L.
      Biddle              (SEAL)

                President

              


      

      


      


      


      
        Signature
Page to

        Articles
Supplementary

      



    
 


    
      
        
          A-1

          


           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
B

     

     

    
      FORM of
REGISTRATION RIGHTS AGREEMENT

       

      dated as
of March 13, 2008

       

      by and
among

       

      URSTADT
BIDDLE PROPERTIES INC.

       

      and

       

      THE
INVESTORS REFERRED TO HEREIN

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      REGISTRATION
RIGHTS AGREEMENT

       

      THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as
of March 13, 2008, is made by and among Urstadt Biddle Properties Inc., a
Maryland corporation (the “Company”), and the
Persons named on Schedule 1 as
Investors (each a “Investor” and
collectively, the “Investors”).

       

       

      RECITALS

       

      WHEREAS,
pursuant to that certain Investment Agreement dated as of March 13, 2008, by and
between WFC Holdings Corporation (“Wells Fargo”) and the
Company (the “Investment
Agreement”), the Company issued and the Investors purchased
2,400,000 shares of 8.50% Series E Senior Cumulative Preferred Stock (the
“Series E Preferred
Stock”) of the Company; and

       

      WHEREAS,
in connection therewith, the parties hereto desire to set forth the Investors’
rights and the Company’s obligation to cause the registration of the Series E
Preferred Stock pursuant to the Securities Act.

       

      NOW,
THEREFORE, in consideration of the Investment Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

       

      1. Definitions and
Usage.  As used in this Agreement the following terms shall
have the corresponding meanings:

       

      1.1 Definitions.

       

      “Commission” shall
mean the Securities and Exchange Commission.

       

      “Continuously
Effective”, with respect to a specified registration statement, shall
mean that it shall not cease to be effective and available for Transfers of
Registrable Securities thereunder for longer than either (i) any thirty
(30) calendar days, or (ii) an aggregate of sixty (60) calendar days during
the two-year period specified in Section
2.1(c).

       

      “Demand Registration”
shall have the meaning set forth in Section 2.1.

       

      “Exchange Act” shall
mean the Securities Exchange Act of 1934.

       

      “Initiating Investor”
shall have the meaning set forth in Section 2.1.

       

      “Investment Agreement”
shall have the meaning set forth in the Recitals.

       

      “Investors” shall mean
the Persons named on Schedule 1 as
Investors and Transferees of such Persons’ Registrable Securities with respect
to the rights that such Transferees shall have acquired in accordance with Section 8, at
such times as such Persons shall own Registrable Securities.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Majority Selling
Investors” means those Selling Investors whose Registrable Securities
included in a registration represent a majority of the Registrable Securities of
all Selling Investors included therein.

       

      “Person” shall mean
any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or other agency or political subdivision
thereof.

       

      “Register”, “registered”, and
“registration”
shall refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering by the Commission of effectiveness of such registration
statement or document.

       

      “Registrable
Securities” shall mean, subject to Section 6.4: (i) the
2,400,000 shares of Series E Preferred Stock issued by the Company pursuant to
the Investment Agreement; and (ii) any security issued in exchange for or
otherwise in replacement of Series E Preferred Stock described in
clause (i) above; provided, however, that
Registrable Securities shall not include any securities (x) which have
theretofore been registered and sold pursuant to a transaction registered under
the Securities Act, (y) which have been sold to the public pursuant to Rule 144
or any similar rule promulgated by the Commission pursuant to the Securities
Act, or (z) which may be transferred pursuant to Rule 144 without the
requirement of a volume limitation, the current public information requirement
thereof or the manner of sale requirement thereof.

       

      “Registrable Securities then
outstanding” shall mean, with respect to a specified determination date,
the Registrable Securities owned by all Investors on such date.

       

      “Registration
Expenses” shall have the meaning set forth in Section 4.1.

       

      “Securities Act” shall
mean the Securities Act of 1933, as amended.

       

      “Selling Investors”
shall mean, with respect to a specified registration pursuant to this Agreement,
Investors whose Registrable Securities are included in such
registration.

       

      “Series E Preferred
Stock” shall have the meaning set forth in the Recitals.

       

      “Transfer” shall mean
and include the act of selling, giving, transferring, creating a trust (voting
or otherwise), assigning or otherwise disposing of (other than pledging,
hypothecating or otherwise transferring as security) (and correlative words
shall have correlative meanings); provided however, that any
transfer or other disposition upon foreclosure or other exercise of remedies of
a secured creditor after an event of default under or with respect to a pledge,
hypothecation or other transfer as security shall constitute a
“Transfer”.

       

      “Violation” shall have
the meaning set forth in Section 5.1.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      1.2 Usage.

       

      (a) References
to a Person are also references to its assigns and successors in interest (by
means of merger, consolidation or sale of all or substantially all the assets of
such Person or otherwise, as the case may be).

       

      (b) References
to Registrable Securities “owned” by an Investor shall include Registrable
Securities beneficially owned by such Person but which are held of record in the
name of a nominee, trustee, custodian, or other agent, but shall exclude the
Series E Preferred Stock held by a Investor in a fiduciary capacity for
customers of such Person.

       

      (c) References
to a document are to it as amended, waived and otherwise modified from time to
time and references to a statute or other governmental rule are to it as amended
and otherwise modified from time to time (and references to any provision
thereof shall include references to any successor provision).

       

      (d) References
to Sections or to Schedules or Exhibits are to sections hereof or schedules or
exhibits hereto, unless the context otherwise requires.

       

      (e) The
definitions set forth herein are equally applicable both to the singular and
plural forms and the feminine, masculine and neuter forms of the terms
defined.

       

      (f) The term
“including” and correlative terms shall be deemed to be followed by “without
limitation” whether or not followed by such words or words of like
import.

       

      (g) The term
“hereof” and similar terms refer to this Agreement as a whole.

       

      (h) The “date
of” any notice or request given pursuant to this Agreement shall be determined
in accordance with Section 10.2.

       

      2. Demand
Registration.

       

      2.1 If the
Company shall receive on or after the date that is nine (9) months following the
date hereof a written request from the holders of a majority of the Registrable
Securities then outstanding (“Initiating
Investors”) that the Company file a registration statement under the
Securities Act for an offering of the Registrable Securities on a continuous
basis pursuant to Rule 415 under the Securities Act (a “Demand
Registration”), covering the registration of Registrable Securities with
an aggregate offering price, net of any placement agent fees, broker’s fees, and
commissions on similar discounts, fees or commissions, of at least $5 million,
then the Company shall, within ten (10) days of the receipt thereof, give
written notice of such request to all holders of the Registrable Securities and
shall, subject to the limitation of this Section 2.1, use its
reasonable best efforts to effect as soon as practicable, and in any event
within ninety (90) days of the receipt of such request, the registration under
the Securities Act of all Registrable Securities which the holders request to be
registered within twenty (20) days of the mailing of such notice by the
Company.  Any request made pursuant to this Section 2.1
shall be addressed

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      to the
attention of the Secretary of the Company and shall specify the number of
Registrable Securities to be registered, the intended methods of disposition
thereof which shall not include any underwritten, agency or similar method and
that the request is for a Demand Registration pursuant to this Section 2.1.  In
connection with the Demand Registration, the Company shall:

       

      (a) Be
entitled to postpone for up to ninety (90) days from the date of request of
the Initiating Investor the filing of any Demand Registration statement
otherwise required to be prepared and filed pursuant to Section 2.1, if
the board of directors of the Company determines, in its good faith reasonable
judgment, that such registration and the Transfer or Registrable Securities
contemplated thereby would materially interfere with, or require premature
disclosure of, any financing, acquisition or reorganization involving the
Company or any of its wholly owned subsidiaries and the Company promptly gives
the Initiating Investors notice of such determination;

       

      (b) Use its
reasonable best efforts to have the registration declared effective under the
Securities Act as soon as reasonably practicable, and in any event within ninety
(90) days of the receipt of the request for the registration, giving due regard
to the need to prepare current financial statements, conduct due diligence and
complete other actions that are reasonably necessary to effect a registered
public offering;

       

      (c) Use its
reasonable best efforts to keep the relevant registration statement Continuously
Effective for the lesser of two (2) years or until such time as all holders who
included Registrable Securities in the Registration Statement no longer hold any
Registrable Securities (the “Registration
Period”).  Notwithstanding the foregoing, if for any reason the
effectiveness of a registration pursuant to this Section 2 is
suspended or postponed, the foregoing period shall be extended by the aggregate
number of days of such suspension or postponement; and

       

      (d) Be
obligated to effect no more than one (1) Demand Registration.  For
purposes of the preceding sentence, registration shall not be deemed to have
been effected (i) unless a registration statement with respect thereto has
become effective, or (ii) if after such registration statement has become
effective, such registration or the related offer, sale or distribution of
Registrable Securities thereunder is interfered with by any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason not attributable to the Selling Investors and
such interference is not thereafter eliminated.

       

      2.2 A
registration pursuant to this Section 2 shall
be on such appropriate registration form of the Commission as shall (i) be
selected by the Company and be reasonably acceptable to the Majority Selling
Investors and (ii) permit the disposition of the Registrable Securities in
accordance with the intended method of disposition specified in Section 2.1.

       

      2.3 The
Company shall furnish to one firm of counsel for the Selling Investors (selected
by Majority Selling Investors) copies of the filed registration statement or
prospectus or any amendments or supplements thereto in the form substantially as
proposed to be filed with the Commission at least five (5) business days prior
to filing for review and comment by such counsel, which opportunity to comment
shall include the right to contest disclosure if the

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      applicable
Selling Investor reasonably believes that such disclosure contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.

       

      2.4 The
Company shall prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act and rules thereunder with respect to the
disposition of all securities covered by such registration
statement.  The Company shall amend the registration statement or
supplement the prospectus so that it will remain current and in compliance with
the requirements of the Securities Act for the Registration Period, and if
during such period any event or development occurs as a result of which the
registration statement or prospectus contains a misstatement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, the Company shall promptly notify
each Selling Investor, amend the registration statement or supplement the
prospectus so that each will thereafter comply with the Securities Act and
furnish to each Selling Investor of Registrable Securities such amended or
supplemented prospectus, which each such Investor shall thereafter use in the
Transfer of Registrable Securities covered by such registration
statement.  Pending such amendment or supplement each such Investor
shall cease making offers or Transfers of Registrable Securities pursuant to the
prior prospectus.  In the event that any Registrable Securities
included in a registration statement subject to, or required by, this Agreement
remain unsold at the end of the period during which the Company is obligated to
use its reasonable best efforts to maintain the effectiveness of such
registration statement, the Company may file a post-effective amendment to the
registration statement for the purpose of removing such Securities from
registered status.

       

      2.5 The
Company shall furnish to each Selling Investor of Registrable Securities,
without charge, such numbers of copies of the registration statement, any
pre-effective or post-effective amendment thereto, the prospectus, including
each preliminary prospectus and any amendments or supplements thereto, in each
case in conformity with the requirements of the Securities Act and the rules
thereunder, and such other related documents as any such Selling Investor may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by such Selling Investor.

       

      2.6 The
Company shall use its reasonable best efforts (i) to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such states or jurisdictions as shall be
reasonably requested by the Majority Selling Investors, and (ii) to obtain
the withdrawal of any order suspending the effectiveness of a registration
statement, or the lifting of any suspension of the qualification (or exemption
from qualification) of the offer and transfer of any of the Registrable
Securities in any jurisdiction, at the earliest possible moment; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business, subject itself to taxation in any such states or
jurisdictions or to file a general consent to service of process in any such
states or jurisdictions.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      2.7 The
Company shall promptly notify each Selling Investor of any stop order issued or
threatened to be issued by the Commission in connection therewith (and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered).

       

      2.8 The
Company shall make generally available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act
no later than ninety (90) days after the end of the twelve (12)-month period
beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of each registration statement filed pursuant to this
Agreement.

       

      2.9 The
Company shall make available for inspection by any Selling Investor and the
representatives of such Selling Investor (but not more than one firm of counsel
to such Selling Investors), all financial and other information as shall be
reasonably requested by them, and provide the Selling Investor and the
representatives of such Selling Investor the opportunity to discuss the business
affairs of the Company with its principal executives and independent public
accountants who have certified the audited financial statements included in such
registration statement, in each case, as shall be necessary to enable them to
exercise their due diligence responsibility under the Securities Act; provided, however, that
information that the Company determines, in good faith, to be confidential and
which the Company advises such Person in writing, is confidential shall not be
disclosed unless such Person signs a confidentiality agreement reasonably
satisfactory to the Company or the related Selling Investor of Registrable
Securities agrees to be responsible for such Person’s breach of confidentiality
on terms reasonably satisfactory to the Company.

       

      2.10 The
Company shall provide and cause to be maintained a transfer agent and registrar
for all Registrable Securities covered by such registration statement from and
after a date not later than the effective date of such registration
statement.

       

      2.11 The
Company shall use its reasonable best efforts to provide a CUSIP number for the
Registrable Securities prior to the earlier of the listing of such Registrable
Securities on the New York Stock Exchange or the effective date of the first
registration statement including Registrable Securities.

       

      2.12 The
Company shall take such other actions as are reasonably required in order to
expedite or facilitate the disposition of Registrable Securities included in the
Demand Registration.

       

      3. Investors’
Obligations.  It shall be a condition precedent to the
obligations of the Company to take any action with respect to the registration
of the Registrable Securities pursuant to this Agreement of any Selling Investor
that such Selling Investor shall furnish on a timely basis to the Company such
information regarding such Selling Investor, the number of the Registrable
Securities owned by it, and the intended method of disposition of such
securities as may be reasonably requested by the Company from time to time to
effect the registration of the Registrable Securities, and cooperate with the
Company in preparing such registration.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      4. Expenses of
Registration.  Expenses in connection with registrations
pursuant to this Agreement shall be allocated and paid as follows:

       

      4.1 The
Company shall bear and pay all expenses incurred in connection with the Demand
Registration for each Selling Investor, including all registration, filing and
Financial Industry Regulatory Authority fees, all fees and expenses of complying
with securities or blue sky laws, all out-of-pocket word processing, duplicating
and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company, and of the Company’s independent
public accountants, and the reasonable fees and disbursements of one firm of
counsel for the Selling Investors of Registrable Securities (selected by the
Majority Selling Investors) in connection with a proposed filing pursuant to
Section 2.1
(the “Registration
Expenses”), but excluding any placement agent fees, broker’s fees and
commissions on similar discounts, fees or commissions relating to Registrable
Securities (which shall be paid by the Selling Investors).

       

      4.2 Any
failure of the Company to pay any Registration Expenses as required by this
Section 4
shall not relieve the Company of its obligations under this
Agreement.

       

      5. Indemnification;
Contribution.  If any Registrable Securities are included in a
registration statement under this Agreement:

       

      5.1 To the
extent permitted by applicable law, the Company shall indemnify and hold
harmless each Selling Investor, each Person, if any, who controls such Selling
Investor within the meaning of the Securities Act, and each officer, director,
manager, partner, and employee of such Selling Investor and such controlling
Person, against any and all losses, claims, damages, liabilities and reasonable
expenses (joint or several), including attorneys’ fees and disbursements and
expenses of investigation, incurred by such party pursuant to any actual or
threatened action, suit, proceeding or investigation, or to which any of the
foregoing Persons may become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out of or are based upon any of the following
statements, omissions or violations (collectively a “Violation”):

       

      (a) Any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein, or any amendments or supplements
thereto;

       

      (b) The
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading;
or

       

      (c) Any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any applicable state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any applicable state
securities law;

       

      provided, however, that the
indemnification required by this Section 5.1
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      settlement
is effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for any
such loss, claim, damage, liability or expense to the extent that it arises out
of or is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished to the Company by the indemnified party
expressly for use in connection with such registration.

       

      5.2 To the
extent permitted by applicable law, each Selling Investor shall indemnify and
hold harmless the Company, each of its directors and each of its officers and
each Person, if any, who controls the Company within the meaning of the
Securities Act, any other Selling Investor, any controlling Person of any such
other Selling Investor and each officer, director, partner, and employee of such
other Selling Investor and such controlling Person, against any and all losses,
claims, damages, liabilities and expenses (joint and several), including
attorneys’ fees and disbursements and expenses of investigation, incurred by
such party pursuant to any actual or threatened action, suit, proceeding or
investigation, or to which any of the foregoing Persons may otherwise become
subject under the Securities Act, the Exchange Act or other federal or state
laws, insofar as such losses, claims, damages, liabilities and expenses arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Selling Investor expressly for use in
connection with such registration; provided, however, that
(x) the indemnification required by this Section 5.2
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if settlement is effected without the consent of the
relevant Selling Investor of Registrable Securities, which consent shall not be
unreasonably withheld, and (y) in no event shall the amount of any
indemnity under this Section 5.2
exceed the gross proceeds from the applicable offering received by such Selling
Investor.

       

      5.3 Promptly
after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action, suit, proceeding, investigation or
threat thereof made in writing for which such indemnified party may make a claim
under this Section 5, such
indemnified party shall deliver to the indemnifying party a written notice of
the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties.  The
failure to deliver written notice to the indemnifying party within a reasonable
time following the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 5 but
shall not relieve the indemnifying party of any liability that it may have to
any indemnified party otherwise than pursuant to this Section 5.  Any
fees and expenses incurred by the indemnified party (including any fees and
expenses incurred in connection with investigating or preparing to defend such
action or proceeding) shall be paid to the indemnified party, as incurred,
within thirty (30) days of written notice thereof to the indemnifying party
(regardless of whether it is ultimately determined that an indemnified party is
not entitled to indemnification hereunder).  Any such indemnified
party shall have the right to employ separate counsel in any such action, claim
or proceeding and to participate in the defense thereof, and the fees and
expenses of such counsel shall be the expenses of the indemnifying party if
(i) the indemnifying party has agreed to pay such fees and expenses or
(ii) the indemnifying party shall have failed to promptly
assume

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      the
defense of such action, claim or proceeding or (iii) representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding (in which case, if such indemnified party notifies the indemnifying
party in writing that it elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such action, claim or proceeding on behalf of such indemnified
party, it being understood, however, that the indemnifying party shall not, in
connection with any one such action, claim or proceeding or separate but
substantially similar or related actions, claims or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (together with appropriate local counsel) at any time for all such
indemnified parties, unless in the reasonable judgment of such indemnified party
a conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such action, claim or proceeding, in
which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels).  No indemnifying
party shall be liable to an indemnified party for any settlement of any action,
proceeding or claim without the written consent of the indemnifying party, which
consent shall not be unreasonably withheld.

       

      5.4 If the
indemnification required by this Section 5 from
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to in
this Section 5:

       

      (a) The
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any Violation has been committed by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such Violation.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in Section 5.1 and
Section 5.2, any
legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.

       

      (b) The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5.4 were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in Section 5.4(a).  No
Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

       

      5.5 If
indemnification is available under this Section 5, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in this Section 5
without regard to

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      the
relative fault of such indemnifying party or indemnified party or any other
equitable consideration referred to in Section 5.4.

       

      5.6 The
obligations of the Company and the Selling Investors of Registrable Securities
under this Section 5 shall
survive the completion of any offering of Registrable Securities pursuant to a
registration statement under this Agreement, and otherwise.

       

      6. Covenants of the
Company.  The Company hereby agrees and covenants as
follows:

       

      6.1 If the
Company shall receive at any time after six (6) months from the date of this
Agreement, a written request from the holders of a majority of the Registrable
Securities then outstanding, the Company shall use its reasonable best efforts
to cause all of the Series E Preferred Stock to be listed on the New York Stock
Exchange as soon as practicable and in any event within thirty (30) days
following the date of such request, with such listing to be maintained
continuously for the shorter of (i) a period of ten (10) years or (ii) until
such time as all shares of the Series E Preferred Stock have been redeemed by
the Company in accordance with Sections 11.7 or 11.8 of the Articles
Supplementary.

       

      6.2 The
Company shall file as and when applicable, on a timely basis, all reports
required to be filed by it under the Exchange Act.  If the Company is
not required to file reports pursuant to the Exchange Act, upon the request of
any Investor of Registrable Securities, the Company shall make publicly
available the information specified in subparagraph (c)(2) of Rule 144 of
the Securities Act, and take such further action as may be reasonably required
from time to time and as may be within the reasonable control of the Company, to
enable the Investors to Transfer Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 under the Securities Act or any similar rule or regulation
hereafter adopted by the Commission.

       

      6.3 For so
long as an Investor owns any shares of the Series E Preferred Stock not subject
to an effective Registration Statement, the Company shall, upon its receipt of
written request therefor, deliver to Investor a certificate of the Company’s
chief executive officer or its chief financial officer stating that the Company
has filed all reports required under the Exchange Act during the preceding
twelve (12) months (other than Form 8-K reports) and has been subject to such
filing requirements for at least the preceding 90 days.

       

      6.4 Unless
the Company shall validly and legally exercise its right under Section 11.8(b)
of the Articles Supplementary to redeem all outstanding shares of Series E
Preferred Stock that are then Registrable Securities, the Company shall not,
directly or indirectly, (x) enter into any merger, consolidation or
reorganization in which the Company shall not be the surviving corporation or
(y) Transfer or agree to Transfer all or substantially all the Company’s
assets, unless prior to such merger, consolidation, reorganization or asset
Transfer, the surviving corporation or the Transferee, respectively, shall have
agreed in writing to assume the obligations of the Company under this Agreement,
and for that purpose references hereunder to “Registrable Securities” shall be
deemed to include the securities which the Investors of

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Registrable
Securities would be entitled to receive in exchange for Registrable Securities
pursuant to any such merger, consolidation or reorganization.

       

      6.5 The
Company shall not grant to any Person (other than a Investor of Registrable
Securities) any registration rights with respect to securities of the Company,
or enter into any agreement, that would entitle the holder thereof to have
securities owned by it included in the Demand Registration.

       

      7. Amendment, Modification and
Waivers; Further Assurances.

       

      7.1 Any
provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Investors
owning Registrable Securities possessing a majority in number of the Registrable
Securities outstanding at the time of the amendment or waiver.  Any
amendment or waiver effected in accordance with this Section 7.1 shall be
binding upon each Investor and the Company.  No waiver of any terms or
conditions of this Agreement shall operate as a waiver of any other breach of
such terms and conditions or any other term or condition, nor shall any failure
to enforce any provision hereof operate as a waiver of such provision or of any
other provision hereof.  No written waiver hereunder, unless it by its
own terms explicitly provides to the contrary, shall be construed to effect a
continuing waiver of the provisions being waived and no such waiver in any
instance shall constitute a waiver in any other instance or for any other
purpose or impair the right of the party against whom such waiver is claimed in
all other instances or for all other purposes to require full compliance with
such provision.

       

      7.2 Each of
the parties hereto shall execute all such further instruments and documents and
take all such further action as any other party hereto may reasonably require in
order to effectuate the terms and purposes of this Agreement.

       

      8. Transfer of Investor
Rights.  All rights of an Investor pursuant to this Agreement
may be Transferred by such Investor to any Person in connection with the
Transfer of Registrable Securities to such Person, in all cases, if (i) any
such Transferee that is not a party to this Agreement shall have executed and
delivered to the Secretary of the Company a properly completed agreement
substantially in the form of Exhibit A, and
(ii) the Transferor shall have delivered to the Secretary of the Company,
no later than fifteen (15) days following the date of the Transfer, written
notification of such Transfer setting forth the name of the Transferor, name and
address of the Transferee, and the number of Registrable Securities which shall
have been so Transferred.

       

      9. Assignment;
Benefit.  This Agreement and all of the provisions hereof shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, assigns, executors, administrators or successors; provided, however, that except
as specifically provided herein with respect to certain matters, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned or delegated by the Company without the prior written consent of
Investors owning Registrable Securities possessing a majority in number of the
Registrable Securities outstanding on the date as of which such delegation or
assignment is

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      to become
effective.  A Investor may Transfer its rights hereunder to a
successor in interest to the Registrable Securities owned by such assignor only
as permitted by Section 8.

       

      10. Miscellaneous.

       

      10.1 Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, WITH THE EXCEPTION OF SECTION 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK.

       

      10.2 Notices.  All
notices and requests given pursuant to this Agreement shall be in writing and
shall be made by hand-delivery, first-class mail (registered or certified,
return receipt requested), confirmed facsimile or overnight air courier
guaranteeing next business day delivery to the relevant address specified on
Schedule 2
to this Agreement or in the relevant agreement in the form of Exhibit A
whereby such party became bound by the provisions of this Agreement; provided
that any notice given by facsimile shall also be given by overnight courier
guaranteeing next business day delivery.  Except as otherwise provided
in this Agreement, the date of each such notice and request shall be deemed to
be, and the date on which each such notice and request shall be deemed given
shall be:  at the time delivered, if personally delivered or mailed;
when receipt is acknowledged, if sent by facsimile; and the next business day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next business day delivery.

       

      10.3 Entire Agreement;
Integration.  This Agreement supersedes all prior agreements
between or among any of the parties hereto with respect to the subject matter
contained herein and therein, and such agreements embody the entire
understanding among the parties relating to such subject matter.

       

      10.4 Injunctive
Relief.  Each of the parties hereto acknowledges that in the
event of a breach by any of them of any material provision of this Agreement,
the aggrieved party may be without an adequate remedy at law.  Each of
the parties therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach hereof.  By seeking or obtaining any such relief,
the aggrieved party shall not be precluded from seeking or obtaining any other
relief to which it may be entitled.

       

      10.5 Section
Headings.  Section headings are for convenience of reference
only and shall not affect the meaning of any provision of this
Agreement.

       

      10.6 Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, and all of which shall together constitute one and the same
instrument.  All signatures need not be on the same
counterpart.

       

      10.7 Facsimile
Signatures.  Any signature page delivered pursuant to this
Agreement via facsimile shall be binding to the same extent as an original
signature.  Any party who delivers such a signature page agrees to
later deliver an original counterpart to any party that requests
it.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      10.8 Severability.  If
any provision of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity and enforceability
of the remaining provisions of this Agreement, unless the result thereof would
be unreasonable, in which case the parties hereto shall negotiate in good faith
as to appropriate amendments hereto.

       

      10.9 Filing.  A
copy of this Agreement and of all amendments thereto shall be filed at the
principal executive office of the Company with the corporate recorder of the
Company.

       

      10.10 Termination.  This
Agreement may be terminated at any time by a written instrument signed by the
parties hereto.  Unless sooner terminated in accordance with the
preceding sentence, this Agreement (other than Section 5
hereof) shall terminate in its entirety on such date as there shall be no
Registrable Securities outstanding, provided that any
Series E Preferred Stock previously subject to this Agreement shall not be
Registrable Securities following the sale of any such shares in an offering
registered pursuant to this Agreement.

       

      10.11 Attorneys’
Fees.  In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful party shall be entitled to recover reasonable
attorneys’ fees (including any fees incurred in any appeal) in addition to its
costs and expenses and any other available remedy.

       

      10.12 No Third Party
Beneficiaries.  Nothing herein expressed or implied is intended
to confer upon any Person, other than the parties hereto or their respective
permitted assigns, successors, heirs and legal representatives, any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.

       

      [Signature
Page Follows]


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the date first
written above.

       

      URSTADT
BIDDLE PROPERTIES INC.

      


      


      


      By: 


      Name: 
Willing L. Biddle

      Title: 
President 

      


      


      


      INVESTORS:

      


      WFC
HOLDINGS CORPORATION

      


      


      


      By: 


      Name:
George Wick

      Title:   Executive
Vice President

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Signature
Page to

      Urstadt
Registration Rights Agreement

      


      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      SCHEDULE
1

      INVESTORS

      


      


      WFC
Holdings Corporation

      


      


      


      
 

      


      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
1 to

      Urstadt
Registration Rights Agreement

      


      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      SCHEDULE
2

      NOTICE
ADDRESSES

      


      


      Wells
Fargo & Company

      Securities
Investment Group

      MAC
A0112-144

      550
California Street, 14th Floor

      San
Francisco, CA 94104

      Attention:  Mitchell
Taylor, CFA

      Fax:  (415)
975-7033

      


      With
copies to:

      


      Sidley
Austin LLP

      555 West
Fifth Street, 40th Floor

      Los
Angeles, CA 90013

      Attention:  Stephen
D. Blevit

      Fax:  (213)
896-6600

      


      


      Urstadt
Biddle Properties Inc.

      321
Railroad Avenue

      Greenwich,
Connecticut  06830

      Attention:  Chief
Financial Officer

      Fax: (203)
861-6755

      


      With a
copy to:

      


      Urstadt
Biddle Properties Inc.

      321
Railroad Avenue

      Greenwich,
Connecticut  06830

      Attention:  Legal
Counsel

      Fax:  203-861-6755

      


      With a
copy to:

      


      Baker
& McKenzie LLP

      1114
Avenue of the Americas

      New York,
NY 10036

      Attention:  Carol
B. Stubblefield

      Fax:  (212)
310-1653

      


      Schedule
2 to

      Urstadt
Registration Rights Agreement

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      to
Registration

       

      Rights
Agreement

       

      AGREEMENT
TO BE BOUND

       

      BY THE
REGISTRATION RIGHTS AGREEMENT

       

      The
undersigned, being the transferee of ______ 8.50% Series E Senior Cumulative
Preferred Stock [or describe other capital stock received in exchange for such
preferred stock] (the “Registrable
Securities”), of Urstadt Biddle Properties Inc., a Maryland corporation
(the “Company”), as a
condition to the receipt of such Registrable Securities, acknowledges that
matters pertaining to the registration of such Registrable Securities is
governed by the Registration Rights Agreement dated as of March 13, 2008
initially among the Company and the Investors referred to therein (the “Agreement”), and the
undersigned hereby (1) acknowledges receipt of a copy of the Agreement, and
(2) agrees to be bound as a Investor by the terms of the Agreement, as the
same has been or may be amended from time to time.

       

      Agreed to
this __ day of ______________, ____________.

       

       

      _________________________________

       

      _________________________________*

       

      _________________________________*

      *Include
address for notices.

       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1

      Urstadt
Registration Rights Agreement



     


    
      
        
          B-1

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
C

     

    Form of
Confidentiality Agreement

    


    


      Wells
Fargo & Company

      Securities
Investment Group

      MAC
A0112-144

      550
California Street, 14th Floor

      San
Francisco, CA 94104

      


      __________
___, 200__

      


      


      Urstadt
Biddle Properties Inc.

      321
Railroad Avenue

      Greenwich,
CT 06830

      


      Ladies
and Gentlemen:

      


      To assist
in our continuing evaluation of our investment in Urstadt Biddle Properties Inc.
(the "Company"), we may be furnished with certain Information (as defined
below).  As a condition to receiving the Information, we agree with
the Company in this letter agreement ("Agreement") as follows:

      


      1.           "Information"
includes (a) any information relating to the Company or its subsidiaries that
may at any time be furnished to us or our Representatives (as defined below) by
or on behalf of the Company, whether written, electronic or oral and (b) any
notes, memoranda, analyses and other materials prepared by us or our
Representatives that contain or reflect any information referred to in clause
(a) above ("Work Product").

      


      However,
"Information" does not include any information that (x) is or becomes generally
available to the public other than as a result of a breach of this Agreement by
us or our Representatives, (y) is or becomes available to us or our
Representatives from a source (other than the Company or its Representatives)
that is not known by us or our Representatives to be subject to a duty of
confidentiality with respect to such information, or (z) is independently
developed by us or our Representatives without use of the
Information.

      


      2.           "Representatives"
of a party to this Agreement ("Party") includes its affiliates and its and their
respective directors, officers, employees, agents, accountants, consultants,
attorneys and advisors.

      


      3.           We
will (a) not disclose the Information to any person or entity except as
permitted below and (b) protect the confidentiality of the Information in
accordance with our established procedures for protecting confidential
information of a comparable nature.

      


      4.           We
may disclose Information as follows:

      


      (a) to our Representatives who
reasonably need to know the Information in connection with advising us
concerning our investment in the Company, are informed that the Information is
confidential, and are under a legal, ethical or contractual obligation to keep
the Information confidential, in which case we will cause our Representatives to
keep the Information confidential in accordance with this Agreement and will be
responsible for any breach of this Agreement caused by our
Representatives;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      (b) to bank regulatory authorities to
the extent required or requested by them in the normal course of their
supervisory activities, it being understood such authorities are subject to
legal obligations of confidentiality with respect to information they receive
from us; and

      


      (c) to the extent required by law in
connection with any legal proceedings or otherwise, in which case if permitted
by law we will make reasonable efforts to notify the Company of such requirement
before disclosing any Information, will cooperate with the Company at its
request and expense in seeking a protective order or other appropriate remedy,
and will disclose only Information that we are advised by counsel is legally
required to be disclosed.

      


      5.           All
Information other than Work Product will remain the sole and exclusive property
of the Company and no license or other right to such Information is granted or
implied hereby.  Neither the Company nor any of its Representatives is
making any representation or warranty, express or implied, as to the accuracy or
completeness of the Information, or will have any liability to us or our
Representatives resulting from our or their use of the Information or any errors
therein or omissions therefrom.

      


      6.           At
the Company's request we will promptly return to the Company or destroy, and
provide written confirmation of such destruction, all written Information in our
or our Representatives' possession without retaining any copies or extracts
thereof; provided that we may
retain all Work Product and an archival copy of other written Information to the
extent required by applicable law or our internal recordkeeping policies, in
accordance with our established procedures for protecting confidential
information of a comparable nature.  Any retained Information will
remain subject to this Agreement.

      


      7.           We
and our Representatives are aware of the requirements of the United States
securities laws regarding the use of material non-public information, and will
handle any material non-public information contained in the Information in
accordance with such securities laws.  The Company will not disclose
any material non-public information to us or our Representatives without giving
us or Representatives a reasonable prior opportunity to reject the disclosure of
such information.

      


      8.           We
acknowledge that money damages may not be a sufficient remedy for any breach of
this Agreement by us or our Representatives.  The Company will be
entitled to seek injunctive or other equitable remedies for any such breach
without proving actual damages or posting a bond, in addition to all other
remedies available at law or equity.

      


      9.           This
Agreement and all rights and obligations hereunder shall, with respect to any
Information disclosed to us hereunder, terminate two years from the date
hereof.

      


      10.           This
Agreement may be amended or waived only by a written instrument signed by the
Parties.  No failure or delay by the Company in exercising any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or future exercise thereof or the exercise
of any other right hereunder.  The illegality, invalidity or
unenforceability of any provision of this Agreement shall not affect the
legality, validity or enforceability of any other provision.

      


      11.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to conflicts of laws
principles.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      [Signature
Page Follows]

      


      


      Very truly yours,

      


      WELLS FARGO BANK, N.A.

      


      


      By:  __________________________

      Name:
________________________

      Title:
_________________________

      
 

      


      ACCEPTED
AND AGREED:

      


      __[COMPANY OR
SPONSOR]___

      


      


      By:  __________________________

      Name:
________________________

      Title:
_________________________                                                                      

      


      
 

    


    
      
        
          C-1

        

         


      

      
        
        

        
          

        

      

      
         


      

    



    Exhibit
G

    


    Form of
REIT Ownership Waiver

    
 

    
      IRREVOCABLE
WAIVER AND AGREEMENT

      


       

      THIS
IRREVOCABLE WAIVER AND AGREEMENT (this “Agreement”), is dated
as of March 13, 2008, by and between WFC Holdings Corporation, a Delaware
corporation (“Wells
Fargo”), and Urstadt Biddle Properties Inc., a Maryland corporation (the
“Company”).

       

       

      WHEREAS,
Wells Fargo has agreed to purchase, and the Company has agreed to sell,
2,400,000 shares of the Company’s 8.50% Series E Senior Cumulative Preferred
Stock, par value $0.01 per share and liquidation preference $25 per share (the
“Series E Preferred
Stock”), subject to the terms and conditions of an Investment Agreement,
of even date herewith, by and between Wells Fargo and the Company (the “Investment
Agreement”);

       

       

      WHEREAS,
the terms of the Series E Preferred Stock are set forth in Articles
Supplementary to the Company’s charter (the “Charter”);

       

       

      WHEREAS,
Section 9.2 of the Charter contains a limitation on any person directly or
indirectly acquiring or holding beneficial ownership of shares of any class or
series of Stock (as defined therein) with an aggregate value in excess of 7.5%
of the aggregate value of all outstanding Stock of the Company (the “Ownership
Limit”);

       

       

      WHEREAS,
as a condition to its purchase of the Series E Preferred Stock, Wells Fargo has
requested a waiver of the Ownership Limit; and

       

       

      WHEREAS,
in accordance with Article 9.2 of the Charter and in order to induce Wells Fargo
enter into the Investment Agreement and consummate the purchase of shares of
Series E Preferred Stock thereunder, the Company’s Board of Directors (the
“Board”) has
granted an irrevocable waiver of the Ownership Limit and the Company and Wells
Fargo desire to memorialize the terms of such waiver.

       

       

      NOW
THEREFORE, in consideration of the premises and the agreements herein contained
and intending to be legally bound hereby, the parties hereby agree as
follows:

       

      1. Grant of Irrevocable
Waiver.  Pursuant to Section 9.2 of the Charter, the Company
irrevocably waives the application of the Ownership Limit (as defined in the
Charter) to the purchase and ownership by Wells Fargo and any subsequent
transferee(s) of the Series E Preferred Stock, solely with regards to its shares
of Series E Preferred Stock and none of the shares of Series E Preferred Stock
held by Wells Fargo or any subsequent transferee shall be deemed Excess Stock
(as defined in the Charter); provided, however, that the
value of shares of Series E Preferred Stock shall be included in determining
whether a person’s ownership of stock of the Company exceeds the Ownership
Limit, including, in the case of Wells Fargo or any subsequent transferee of the
Series E Preferred Stock, any class or series of stock of the Company, other
than Series E Preferred Stock, held by Wells Fargo or any such subsequent
transferee.  The Company agrees that (i) the waiver granted in this
Section 1 (the “Waiver”) is
irrevocable

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      by the
Company and the Board and (ii) the Company shall not take any action that seeks
to terminate or revoke the Waiver.

       

      2. Representations and
Warranties.  The Company represents and warrants to, and agrees
with, Purchaser, as of the date hereof, and as of the Closing Date (as defined
in the Investment Agreement) as follows:

       

      (a)           Organization and Good
Standing of the Company; Organizational Documents.  The Company
is a Maryland corporation duly organized, validly existing and in good standing
under the laws of the State of Maryland and has all requisite corporate power
and authority and governmental authorizations to own, operate and lease its
properties and to carry on its business as it is being conducted on the date of
this Agreement.  The Company is duly licensed or qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, except where the
failure to be so licensed or qualified in any such jurisdiction would not
reasonably be expected to have a Material Adverse Effect (as defined in the
Investment Agreement).

      


      (b)           Authorization; No Conflicts;
Enforceability; Etc.

      


      (i)           The
Company has full corporate power and authority to execute and deliver this
Agreement and to grant the Waiver.  The execution, delivery and
performance by the Company of this Agreement and the granting of the Waiver have
been duly authorized by the Board.  No other corporate proceedings on
the part of the Company are necessary to authorize the execution, delivery and
performance by the Company of this Agreement and the granting of the
Waiver.  The Board based its determination to grant the Waiver on the
advice of tax counsel that ownership of shares of Series E Preferred Stock in
excess of the limit described in Section 9.2 of the Charter will not jeopardize
the Company’s status as a REIT.  The Board of Directors of the Company
also determined that the granting of the Waiver is in the best interests of the
Company.

      


      (ii)           This
Agreement has been duly and validly executed and delivered by the
Company.

      


      (iii)           This
Agreement is a valid and binding obligation of the Company, enforceable against
it in accordance with its terms, except as may be limited by bankruptcy,
creditors’ rights generally, and by general principles of equity.

      


      (iv)           The
Waiver is irrevocable by the Company and the Board.

      


      (v)           The
execution, delivery and performance of this Agreement, the granting of the
Waiver and the compliance by the Company with any of the provisions hereof will
not conflict with, violate or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both
would constitute a default) under, or result in the termination of or accelerate
the performance required by,


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      or result
in a right of termination or acceleration under, (A) any provision of the
Charter or By-laws of the Company or the certificate of incorporation, charter,
by-laws or other governing instrument of any subsidiary of the Company or
(B) any mortgage, note, indenture, deed of trust, lease, loan agreement or
other agreement or instrument or any permit, concession, grant, franchise,
license, judgment, order, decree, ruling, injunction, statute, law, ordinance,
rule or regulation applicable to the Company or any of its subsidiaries or any
of their respective properties or assets, other than any such conflict,
violation, breach, default, termination and acceleration under clause (B)
that, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect.

      


      (c)           Consents.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity (as defined in the Investment Agreement) is
required on the part of the Company in connection with the execution, delivery
and performance by the Company of this Agreement and the granting of the
Waiver.

      


      3. Indemnification.

       

                     (a)          
 Survival.  All
representations, warranties, covenants and obligations in this Agreement shall
survive the Closing (as defined in the Investment Agreement).  The
right to indemnification, payment of Loss (as defined in the Investment
Agreement) or other remedy based on such representations, warranties, covenants
and obligations will not be affected by any knowledge acquired (or capable of
being acquired) at any time, whether before or after the execution and delivery
of this Agreement or the Closing Date, with respect to the accuracy or
inaccuracy of or compliance with, any such representation, warranty, covenant,
or obligation.

      


      (b)           Indemnification and Payment
of Damages by the Company.  The Company shall indemnify and
hold harmless Wells Fargo and any subsequent transferee(s) of the Series E
Preferred Stock, their respective Affiliates and their respective officers and
directors (collectively, the “Indemnified Persons”)
for, and will pay to the Indemnified Persons the amount of, any Loss arising,
directly or indirectly, from or in connection with:

      


      (i)           any
breach of or any inaccuracy in any representation or warranty made by the
Company in this Agreement; and

      


      (ii)           any
breach of or failure by the Company to perform any of their respective covenants
or obligations set out in this Agreement.

      


      4. Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given, if delivered personally, by telecopier or sent
by overnight courier guaranteeing next day delivery and addressed as follows;
provided that any notice given by facsimile shall also be given by overnight
courier guaranteeing next day delivery:

       

       

      (a)           If
to Wells Fargo, to:

       

      Wells
Fargo & Company

      Securities
Investment Group

      MAC
A0112-144

      550
California Street, 14th Floor

      San
Francisco, CA 94104

      Attention:  Mitchell
Taylor

      Fax:  (415)
975-7033

      With
copies to:

      Sidley
Austin LLP

      555 West
Fifth Street, 40th
Floor

      Los
Angeles, CA 90013

      Attention:  Stephen
D. Blevit

      Fax:  (213)
896-6600

       

      (b)           If
to the Company, to:

       

       

      Urstadt
Biddle Properties Inc.

      321
Railroad Avenue

      Greenwich,
CT 06830

      Attention:
Chief Financial Officer

      Fax:
(203) 861-6755

      


      With a
copy to:

       

      Urstadt
Biddle Properties Inc.

      321
Railroad Avenue

      Greenwich,
CT 06830

      Attention:
Legal Counsel

      Fax:
(203) 861-6755

      


      With a
copy to:

       

      Baker
& McKenzie LLP

      1114
Avenue of the Americas

      New York,
NY 10036

      Attention:  Carol
B. Stubblefield

      Fax:  (212)
310-1653

       

      or to
such other address or addresses as shall be designated in
writing.  All notices shall be effective when received.

       

      5. Third Party Beneficiaries;
Amendment.  The provisions of this Wavier are not intended to
and shall not confer upon any person or entity, other than the parties hereto
any transferee of shares of Series E Preferred Stock and any other
Indemnified

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Persons,
any rights or remedies hereunder. Transferees of shares of Series E Preferred
Stock are express third party beneficiaries of this Waiver.  Any
provision of this Waiver may be amended or modified in whole or in part at any
time by an agreement in writing between the parties hereto executed in the same
manner as this Waiver; provided that if any shares of Series E Preferred Stock
are transferred, then any agreement amending or modifying any provision of this
Waiver must be executed by the Company and the holders of a majority of the
shares of Series E Preferred Stock outstanding.

       

      6. Counterparts;
Facsimile.  This Waiver may be executed in one or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same document.  This
Waiver may be executed either originally or by facsimile (in which case such
facsimile signatures shall for all purposes be considered and treated as
original signatures hereto, and which shall fully bind the signatories pursuant
to this Waiver).

       

      7. GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF.

       

      8. Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
Company’s successors and assigns and Wells Fargo’s successors and assigns and
any transferee of shares of Series E Preferred Stock, and no other
person.

       

      9. Consent to
Jurisdiction.  Each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of any Federal or state court located
in the Borough of Manhattan in the City of New York, New York in the event any
dispute arises out of this Waiver, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court and (c) agrees that it will not bring any action
relating to this Waiver in any court other than a Federal or state court located
in the Borough of Manhattan in the City of New York, New York.

       

      10. Severability. If any
provision of this Agreement shall be held invalid, illegal or unenforceable, the
validity, legality or enforceability of the other provisions hereof shall not be
affected thereby, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.  To the extent permitted by law, the parties
hereby to the same extent waive any provision of law that renders any provision
hereof prohibited or unenforceable in any respect.

       

      11. Headings.  The
headings of Sections contained in this Waiver are for reference purposes only
and are not part of this Waiver.

       

      [Signature
Page Follows]

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Agreement and has been executed by the parties hereto or
by their respective duly authorized officers, all as of the date first above
written.

       

      
        	 
      	
                WFC
      HOLDINGS CORPORATION

                By: 
      /s/ George
      Wick

                Name: 
      George Wick

                Title: 
      Executive Vice President

                 

              
	 
      	
                URSTADT
      BIDDLE PROPERTIES INC.

                By: 
      /s/ Willing L.
      Biddle 

                Name: 
      Willing L. Biddle

                Title: 
      President 

                 

              


      

      





    
      G-1