EXHIBIT
4.5


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


In
this Exhibit 4.5, “we”, “us”, “our”, “UMH” or “the Company”, refers to UMH
Properties, Inc.


 


The
Company’s authorized capital stock consists of 170,413,800 shares, classified as 144,164,469 shares of common stock, par value
$0.10 per share (“Common Stock”), 199,331 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.10
per share (“Series B Preferred Stock”), 13,750,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, par value
$0.10 per share (“Series C Preferred Stock”), 9,300,000 shares of 6.375% Series D Cumulative Redeemable Preferred Stock,
par value $0.10 per share (“Series D Preferred Stock”), and 3,000,000 shares of excess stock, par value $0.10 per share (“Excess
Stock”).


 


As
of February 22, 2022, 52,029,801 shares of Common Stock are outstanding, no shares of Series B Preferred Stock are outstanding,
9,884,000 shares of Series C Preferred Stock are outstanding, 8,608,740 shares of Series D Preferred Stock are outstanding, and no
shares of Excess Stock are outstanding.


 


Under
the Maryland General Corporation Law (“MGCL”) and our charter, a majority of our entire Board of Directors has the power,
without action by holders of our Common Stock, to increase or decrease the aggregate number of shares of stock or the number of shares
of stock of any class or series that we have the authority to issue. Our Board of Directors is also authorized under the MGCL and our
charter to classify and reclassify any unissued shares of our Common Stock, preferred stock and Excess Stock into other classes, including
classification into a class or classes of preferred stock, preference stock, special stock or other stock, and to divide or classify
shares into one or more series of such class. These actions can be taken without stockholder approval, unless stockholder approval is
required by applicable law or the rules of any stock exchange or automated quotation system on which shares of our stock may be listed
or traded. Before issuance of shares of each class or series, our Board of Directors is required by the MGCL and our charter to set,
subject to restrictions in our charter on transfer of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series.


 


UMH
has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(1) our Common Stock; (2) our Series C Preferred Stock; and (3) our Series D Preferred Stock.


 


Our
Common Stock, Series C Preferred Stock and Series D Preferred Stock are traded on the NYSE. In addition, since February 9, 2022, our
Common Stock has also been traded on the Tel Aviv Stock Exchange.


 


The
transfer agent and registrar for our Common Stock, Series C Preferred Stock and Series D Preferred Stock is American Stock Transfer &
Trust Company.


 


Restrictions
on Ownership and Transfer


 


To
qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code (the “Code”), we must satisfy
a number of statutory requirements, including a requirement that no more than 50% in value of our outstanding shares of stock may be
owned, actually or constructively, by five or fewer individuals (as defined by the Code to include certain entities) during the last
half of a taxable year. In addition, if we, or an actual or constructive owner of 10% or more of our company, actually or constructively
owns 10% or more of a tenant of ours (or a tenant of any partnership in which we are a partner), the rent we receive (either directly
or through any such partnership) from such tenant will not be qualifying income for purposes of the REIT gross income tests of the Code.
Our capital stock must also be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months
or during a proportionate part of a shorter taxable year.


 




    	 



     


    

 


Our
charter prohibits any transfer of shares of our stock or any other change in our capital structure that would result in:


 


	 	●	any
    person directly or indirectly acquiring beneficial or constructive ownership of more than 9.8% (in value or number of shares, whichever
    is more restrictive) of the outstanding shares of our stock (other than shares of Excess Stock);
	 	 	 
	 	●	outstanding
    shares of our stock (other than shares of Excess Stock) being beneficially owned by fewer than 100 persons;
	 	 	 
	 	●	us
    being “closely held” within the meaning of Section 856 of the Code; or
	 	 	 
	 	●	us
    otherwise failing to qualify as a REIT under the Code.


 


Our
charter requires that any person who acquires or attempts to acquire shares of our stock (other than shares of Excess Stock), in violation
of these restrictions, which we refer to as the ownership limits, give immediate written notice, or in the event of a proposed or attempted
transfer at least 15 days’ prior written notice, to us. If any person attempts to transfer shares of our stock, or attempts to
cause any other event to occur, that would result in a violation of the ownership limits, then, absent special permission from our Board
of Directors:


 


	 	●	any
    proposed transfer will be void ab initio, the purported transferee of such shares will acquire no interest in the shares and the
    shares that were subject to the attempted transfer or other event will, effective as of the close of business on the business day
    before the date of the attempted transfer or other event, automatically, without action by us or any other person, be converted into
    and exchanged for an equal number of shares of Excess Stock;
	 	 	 
	 	●	we
    may redeem any outstanding shares of Excess Stock and, before the attempted transfer or other event that results in a conversion
    into and exchange for shares of Excess Stock, any shares of our stock of any other class or series that are attempted to be owned
    or transferred in violation of the ownership limits, at a price equal to the lesser of the price per share paid in the attempted
    transfer or other event that violated the ownership limits and the last reported sales price of shares of such class of our stock
    on the NYSE on the day we give notice of redemption or, if shares of such class of our stock are not then traded on the NYSE the
    market price of such shares determined in accordance with our charter; and
	 	 	 
	 	●	our
    Board of Directors may take any action it deems advisable to refuse to give effect to, or to prevent, any such attempted transfer
    or other event.


 


Shares
of Excess Stock will be held in book entry form in the name of a trustee appointed by us to hold the excess shares for the benefit of
one or more charitable beneficiaries appointed by us and a beneficiary designated by the purported transferee, which we refer to as the
designated beneficiary, whose ownership of the shares of our stock that were converted into and exchanged for Excess Stock does not violate
the ownership limits. The purported transferee may not receive consideration in exchange for designating the designated beneficiary in
an amount that exceeds the price per share that the purported transferee paid for the shares of our stock converted into and exchanged
for shares of Excess Stock or, if the purported transferee did not give value for such shares, the market price of the shares on the
date of the purported transfer or other event resulting in the conversion and exchange. Any excess amounts received by the purported
transferee as consideration for designating the designated beneficiary must be paid to the trustee for the benefit of the charitable
beneficiary. Upon the written designation of a designated beneficiary and the waiver by us of our right to redeem the shares of Excess
Stock, the trustee will transfer the shares of Excess Stock to the designated beneficiary and, upon such transfer, the shares of Excess
Stock will automatically be converted into and exchanged for the number and class of shares of our stock as were converted into and exchanged
for such shares of Excess Stock. Shares of Excess Stock are not otherwise transferable. If the purported transferee attempts to transfer
shares of our stock before discovering that the shares have been converted into and exchanged for shares of Excess Stock, the shares
will be deemed to have been sold on behalf of the trust and any amount received by the purported transferee in excess of what the purported
transferee would have been entitled to receive as consideration for designating a designated beneficiary must be paid to the trustee
on demand.


 




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Holders
of shares of Excess Stock are not entitled to vote on any matter submitted to a vote at a meeting of our stockholders. Upon the voluntary
or involuntary liquidation, dissolution or winding up of the company, the trustee must distribute to the designated beneficiary any amounts
received as a distribution on the shares of Excess Stock that do not exceed the price per share paid by the purported transferee in the
transaction that created the violation or, if the purported transferee did not give value for such shares, the market price of the shares
of our stock that were converted into and exchanged for shares of Excess Stock, on the date of the purported transfer or other event
that resulted in such conversion and exchange. Any amount received upon the voluntary or involuntary liquidation, dissolution or winding
up of the company not payable to the designated beneficiary, and any other dividends or distributions paid on shares of Excess Stock,
will be distributed by the trustee to the charitable beneficiary.


 


Every
holder of more than 1% of the number or value of outstanding shares of our stock must give written notice to us stating the name and
address of such owner, the number of shares of stock beneficially or constructively owned and a description of the manner in which the
shares are owned. Our Board of Directors may, in its sole and absolute discretion, exempt certain persons from the ownership limitations
contained in our charter if ownership of shares of capital stock by such persons would not disqualify us as a REIT under the Code.


 


Description
of Common Stock


 


The
shares of Common Stock have no preferences, conversion, sinking fund, redemption (except with respect to shares of Excess Stock) or preemptive
rights to subscribe for any of our securities.


 


Voting
Rights


 


Holders
of Common Stock are entitled to one vote per share on all matters voted on by the holders of Common Stock, including the election of
directors. Except as provided with respect to any other class or series of capital stock, the holders of our Common Stock will possess
the exclusive voting power. There is no cumulative voting in the election of directors, which means that the holders of a plurality of
the outstanding shares of Common Stock can elect all of the directors then standing for election and the holders of the remaining shares
of Common Stock, if any, will not be able to elect any directors, except as otherwise provided for in any other class or series of our
capital stock, including any preferred stock.


 


Distributions


 


Subject
to any preferential rights granted to any class or series of our capital stock, including the Series C Preferred Stock and the Series
D Preferred Stock, and to the provisions of our charter regarding restrictions on transfer and ownership of shares of Common Stock, holders
of our Common Stock will be entitled to receive dividends or other distributions if, as and when authorized by our Board of Directors
and declared by us out of funds legally available for dividends or other distributions to stockholders. Subject to the provisions in
our charter regarding restrictions on ownership and transfer, all shares of our Common Stock have equal distribution rights. In the event
of our liquidation, dissolution or winding up, after payment of, or adequate provision for, all of our known debts and liabilities and
after payment of any preferential amounts to any class of preferred stock which may be outstanding, including the Series C Preferred
Stock and the Series D Preferred Stock, and after payment of, or adequate provision for, all of our known debts and liabilities, holders
of Common Stock will be entitled to share ratably in all assets that we may legally distribute to our stockholders.


 


Other
Rights and Preferences


 


Our
outstanding shares of Common Stock are fully paid and nonassessable and will have no preferences, conversion, sinking fund, redemption
rights (except with respect to shares of Excess Stock, described above) or preemptive rights to subscribe for any of our capital stock.
Our stockholders generally have no appraisal rights unless our Board of Directors determines prospectively that appraisal rights will
apply to one or more transactions in which holders of our Common Stock would otherwise be entitled to exercise appraisal rights.


 


Under
Maryland law, holders of our Common Stock will generally not be liable for our obligations solely as a result of their status as stockholders.


 




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Description
of Preferred Stock


 


General



 


Shares
of preferred stock may be issued from time to time, in one or more series, as authorized by our Board of Directors. Before issuance of
shares of each series, the Board of Directors is required to fix for each such series, subject to the provisions of MGCL and our charter,
the terms, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions
and terms and conditions of redemption, and such other matters as may be fixed by resolution of the Board of Directors or a duly authorized
committee thereof.


 


Our
outstanding shares of Series C Preferred Stock and Series D Preferred Stock are fully paid and nonassessable and have no preemptive rights.
Our preferred stock, like our Common Stock, is subject to certain ownership restrictions designed to help us maintain our qualification
as a REIT under the Code, which are described under “Restrictions on Ownership and Transfer.”


 


Under
Maryland law, holders of our preferred stock will not be liable for our obligations solely as a result of their status as stockholders.


 


6.75%
Series C Cumulative Redeemable Preferred Stock


 


Dividends
on the outstanding shares of Series C Preferred Stock are cumulative and are payable quarterly in arrears at the rate of 6.75% per annum
of the $25.00 per share liquidation preference, or an annual dividend of $1.6875 per share. The Series C Preferred Stock has no maturity
and will remain outstanding indefinitely unless redeemed or otherwise repurchased. The Series C Preferred Stock is not redeemable by
us prior to July 26, 2022, except in limited circumstances relating to the preservation of our qualification as a REIT, or upon a Change
of Control or a Series C Delisting Event, each as described below. Beginning July 26, 2022, we will have the right, at any time, and
from time to time, to elect to redeem the Series C Preferred Stock, in whole or in part, at a cash redemption price of $25.00 per share,
plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.


 


In
addition, upon the occurrence of a Change of Control (as defined in the Articles Supplementary setting forth the terms of the Series
C Preferred Stock on file with the State Department of Assessments and Taxation of Maryland), or during any period of time (whether before
or after July 26, 2022) that both (i) the Series C Preferred Stock is not listed on the NYSE, the NYSE American LLC or the NASDAQ, or
listed or quoted on a successor exchange or quotation system, and (ii) we are not subject to the reporting requirements of the Exchange
Act, but any Series C Preferred Stock is outstanding (a “Series C Delisting Event”), we may, subject to certain conditions
and at our option, redeem the Series C Preferred Stock, in whole or in part, within 120 days after the date of the Change of Control
or 90 days after the date of the Series C Delisting Event, for a cash redemption price per share of Series C Preferred Stock equal to
$25.00 plus any accumulated and unpaid dividends thereon (whether or not declared) to the date of redemption.


 


Upon
the occurrence of a Series C Delisting Event or Change of Control, each holder of the Series C Preferred Stock will have the right to
convert all or part of the shares of the Series C Preferred Stock held into Common Stock, unless we elect to redeem the Series C Preferred
Stock. Except as described in the preceding sentence, the Series C Preferred Stock is not convertible into or exchangeable for any other
securities or property.


 


We
will not declare or pay or set aside for payment any dividends (other than a dividend paid in shares of our common stock or any other
class or series of shares that ranks junior to the Series C Preferred Stock as to dividends and upon liquidation, dissolution or winding
up) or declare or make any other distribution of cash or other property on our common stock or any other class or series of shares that
ranks junior to or on a parity with our Series C Preferred Stock as to dividends and other distributions (including the Series D Preferred
Stock) or redeem, purchase or otherwise acquire any shares of our common stock or any other class or series of shares that ranks junior
to or on a parity with the Series C Preferred Stock as to dividends and other distributions (except by conversion into or exchange for
shares of common stock or any other class or series of shares that ranks junior to the Series C Preferred Stock as to dividends and upon
liquidation, dissolution or winding up and except for the redemption or acquisition of shares pursuant to the provisions of our charter
relating to the restrictions upon ownership and transfer of our capital stock), unless we have also paid or declared and set aside for
payment full cumulative dividends on the Series C Preferred Stock for all past dividend periods.


 




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The
Series C Preferred Stock ranks equal to the Series D Preferred Stock and senior to our common stock with respect to distribution rights
and rights upon voluntary or involuntary liquidation, dissolution or winding up. In addition to other preferential rights, each holder
of the Series C Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of Series C Preferred
Stock, plus any accumulated and unpaid distributions thereon (whether or not declared), before the holders of our common stock or other
junior securities receive any distributions in the event of any voluntary or involuntary liquidation, dissolution or winding up.


 


Holders
of our Series C Preferred Stock generally have no voting rights. However, if we fail to pay dividends on the outstanding shares of Series
C Preferred Stock for six or more quarterly periods, whether or not consecutive, holders of the Series C Preferred Stock (and all other
series of preferred stock ranking on a parity with the Series C Preferred Stock as to dividends or upon liquidation and which have similar
voting rights, including the Series D Preferred Stock, voting together as a single class) will have the exclusive power, until all accumulated
and unpaid dividends on the Series C Preferred Stock have been fully paid or declared and set apart for payment, to elect two additional
directors to our board of directors. Any director so elected will serve on our board of directors until all accumulated and unpaid dividends
on the Series C Preferred Stock and each such other series of preferred stock (including the Series D Preferred Stock) have been fully
paid or declared and set apart for payment. In addition, we may not authorize or issue any class or series of shares ranking senior to
the Series C Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable
for any such senior class or series of shares) or amend our charter to materially and adversely change the terms of the Series C Preferred
Stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and of
all other similarly-affected classes and series of our preferred stock ranking on a parity with the Series C Preferred Stock as to dividends
and upon liquidation and which have similar voting rights, including our Series D Preferred Stock, voting together as a single class.


 


6.375%
Series D Cumulative Redeemable Preferred Stock 


 


Dividends
on the outstanding shares of Series D Preferred Stock are cumulative and are payable quarterly in arrears at the rate of 6.375% per annum
of the $25.00 per share liquidation preference, or an annual dividend of $1.59375 per share. The Series D Preferred Stock has no maturity
and will remain outstanding indefinitely unless redeemed or otherwise repurchased. The Series D Preferred Stock is not redeemable by
us prior to January 22, 2023, except in limited circumstances relating to the preservation of our qualification as a REIT, or upon a
Change of Control or a Series D Delisting Event, each as described below. Beginning January 22, 2023, we will have the right, at any
time, and from time to time, to elect to redeem the Series D Preferred Stock, in whole or in part, at a cash redemption price of $25.00
per share, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.


 


In
addition, upon the occurrence of a Change of Control (as defined in the Articles Supplementary setting forth the terms of the Series
D Preferred Stock on file with the State Department of Assessments and Taxation of Maryland), or during any period of time (whether before
or after January 22, 2023) that both (i) the Series D Preferred Stock is not listed on the NYSE, the NYSE American LLC or the NASDAQ,
or listed or quoted on a successor exchange or quotation system, and (ii) we are not subject to the reporting requirements of the Exchange
Act, but any Series D Preferred Stock is outstanding (a “Series D Delisting Event”), we may, subject to certain conditions
and at our option, redeem the Series D Preferred Stock, in whole or in part, within 120 days after the date of the Change of Control
or 90 days after the date of the Series D Delisting Event, for a cash redemption price per share of Series D Preferred Stock equal to
$25.00 plus any accumulated and unpaid dividends thereon (whether or not declared) to the date of redemption.


 


Upon
the occurrence of a Series D Delisting Event or Change of Control, each holder of the Series D Preferred Stock will have the right to
convert all or part of the shares of the Series D Preferred Stock held into Common Stock, unless we elect to redeem the Series D Preferred
Stock. Except as described in the preceding sentence, the Series D Preferred Stock is not convertible into or exchangeable for any other
securities or property.


 


We
will not declare or pay or set aside for payment any dividends (other than a dividend paid in shares of our common stock or any other
class or series of shares that ranks junior to the Series D Preferred Stock as to dividends and upon liquidation, dissolution or winding
up) or declare or make any other distribution of cash or other property on our common stock or any other class or series of shares that
ranks junior to or on a parity with our Series D Preferred Stock as to dividends and other distributions (including the Series C Preferred
Stock) or redeem, purchase or otherwise acquire any shares of our common stock or any other class or series of shares that ranks junior
to or on a parity with the Series D Preferred Stock as to dividends and other distributions (except by conversion into or exchange for
shares of common stock or any other class or series of shares that ranks junior to the Series D Preferred Stock as to dividends and upon
liquidation, dissolution or winding up and except for the redemption or acquisition of shares pursuant to the provisions of our charter
relating to the restrictions upon ownership and transfer of our capital stock), unless we have also paid or declared and set aside for
payment full cumulative dividends on the Series D Preferred Stock for all past dividend periods.


 




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The
Series D Preferred Stock ranks equal to the Series C Preferred Stock and senior to our common stock with respect to distribution rights
and rights upon voluntary or involuntary liquidation, dissolution or winding up. In addition to other preferential rights, each holder
of the Series D Preferred Stock is entitled to receive a liquidation preference, which is equal to $25.00 per share of Series D Preferred
Stock, plus any accumulated and unpaid distributions thereon (whether or not declared), before the holders of our common stock or other
junior securities receive any distributions in the event of any voluntary or involuntary liquidation, dissolution or winding up.


 


Holders
of our Series D Preferred Stock generally have no voting rights. However, if we fail to pay dividends on the outstanding shares of Series
D Preferred Stock for six or more quarterly periods, whether or not consecutive, holders of the Series D Preferred Stock (and all other
series of preferred stock ranking on a parity with the Series D Preferred Stock as to dividends or upon liquidation and which have similar
voting rights, including the Series C Preferred Stock, voting together as a single class) will have the exclusive power, until all accumulated
and unpaid dividends on the Series D Preferred Stock have been fully paid or declared and set apart for payment, to elect two additional
directors to our board of directors. Any director so elected will serve on our board of directors until all accumulated and unpaid dividends
on the Series D Preferred Stock and each such other series of preferred stock (including the Series C Preferred Stock) have been fully
paid or declared and set apart for payment. In addition, we may not authorize or issue any class or series of shares ranking senior to
the Series D Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable
for any such senior class or series of shares) or amend our charter to materially and adversely change the terms of the Series D Preferred
Stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series D Preferred Stock and of
all other similarly-affected classes and series of our preferred stock ranking on a parity with the Series D Preferred Stock as to dividends
and upon liquidation and which have similar voting rights, including our Series C Preferred Stock, voting together as a single class.


 




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