form10q2ndqtr2008.htm

FORM of ARTICLES SUPPLEMENTARY

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

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

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

Maryland	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

321 Railroad Avenue, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

Index


Urstadt Biddle Properties Inc.



Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets - April 30, 2008 (Unaudited) and October 31, 2007.

	Consolidated Statements of Income (Unaudited)-Three and Six months ended April 30, 2008 and 2007.

	Consolidated Statements of Cash Flows (Unaudited)- Six months ended April 30, 2008 and 2007.

	Consolidated Statements of Stockholders' Equity (Unaudited)– Six months ended April 30, 2008.

	Notes to Consolidated Financial Statements.

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.

Item 4.	Controls and Procedures


Part II. Other Information

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits

Signatures

	April 30,			October 31,
ASSETS	2008			2007
	(Unaudited)
Real Estate Investments:
Core properties – at cost	$	554,950		$	521,476
Non-core properties – at cost		1,383			1,383
		556,333			522,859
Less: Accumulated depreciation		(87,711	)		(85,555	)
		468,622			437,304
Mortgage note receivable		1,274			1,305
		469,896			438,609

Cash and cash equivalents		11,214			4,218
Restricted cash		591			589
Marketable securities		1,619			1,740
Tenant receivables		17,576			16,588
Prepaid expenses and other assets		5,624			5,445
Deferred charges, net of accumulated amortization		4,550			4,581
Total Assets	$	511,070		$	471,770

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Secured revolving credit line	$	-		$	12,200
Mortgage notes payable		107,353			96,282
Accounts payable and accrued expenses		1,520			3,970
Deferred compensation – officers		1,118			1,191
Other liabilities		7,246			7,438
Total Liabilities		117,237			121,081

Minority interests		9,370			3,739

Redeemable Preferred Stock, par value $.01 per share; issued and outstanding 2,800,000 and 550,000 shares		96,225			52,747

Commitments and Contingencies

Stockholders’ Equity:
7.5% Series D Senior Cumulative Preferred Stock (liquidation preference of $25 per share); 2,450,000 shares issued and outstanding		61,250			61,250
Excess Stock, par value $.01 per share; 10,000,000 shares authorized; none issued and outstanding		-			-
Common Stock, par value $.01 per share; 30,000,000 shares authorized;
7,968,465 and 7,773,618 shares issued and outstanding		80			77
Class A Common Stock, par value $.01 per share; 40,000,000 shares authorized;
18,566,271 and 18,836,778 shares issued and outstanding		186			188
Additional paid in capital		260,954			264,585
Cumulative distributions in excess of net income		(34,591	)		(31,077	)
Accumulated other comprehensive income		359			480
Officer note receivable		-			(1,300	)
Total Stockholders’ Equity		288,238			294,203
Total Liabilities and Stockholders’ Equity	$	511,070		$	471,770

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2008			2007			2008			2007
Revenues
Base rents	$	29,938		$	28,465		$	15,196		$	13,988
Recoveries from tenants		9,692			8,922			5,227			4,303
Settlement of lease guaranty obligation		-			6,000			-			6,000
Lease termination income		58			115			-			115
Mortgage interest and other		307			643			141			532
		39,995			44,145			20,564			24,938

Expenses
Property operating		6,551			6,088			3,488			3,089
Property taxes		5,672			5,340			2,847			2,749
Depreciation and amortization		7,016			6,631			3,523			3,365
General and administrative		2,884			2,478			1,400			1,198
Directors' fees and expenses		138			126			63			54
		22,261			20,663			11,321			10,455

Operating Income		17,734			23,482			9,243			14,483
Interest expense		(3,467	)		(3,961	)		(1,718	)		(2,006	)
Interest, dividends and other investment income		189			231			94			196

Income before Minority Interest and Discontinued Operations		14,456			19,752			7,619			12,673
Minority interest in joint venture		(18	)		(96	)		(9	)		(49	)
Income from Continuing Operations before Discontinued Operations		14,438			19,656			7,610			12,624
Discontinued Operations:
Income from discontinued operations		-			252			-			135
Gain on sale of property		-			11,409			-			11,409
Income from Discontinued Operations		-			11,661			-			11,544
Net Income		14,438			31,317			7,610			24,168
Preferred stock dividends		(5,171	)		(4,671	)		(2,835	)		(2,335	)
Redemption of Preferred Stock		(660	)		-			(660	)		-

Net Income Applicable to Common and Class A Common Stockholders	$	8,607		$	26,646		$	4,115		$	21,833

Basic earnings per share:
Per Common Share:
Income from continuing operations	$	0.32		$	0.55		$	0.15		$	0.38
Income from discontinued operations	$	-		$	0.43		$	-		$	0.42
Net Income Applicable to Common Stockholders	$	0.32		$	0.98		$	0.15		$	0.80
Per Class A Common Share:
Income from continuing operations	$	0.35		$	0.61		$	0.17		$	0.42
Income from discontinued operations	$	-		$	0.48		$	-		$	0.47
Net Income Applicable to Class A Common Stockholders	$	0.35		$	1.09		$	0.17		$	0.89

Diluted earnings per share:
Per Common Share:
Income from continuing operations	$	0.31		$	0.54		$	0.15		$	0.37
Income from discontinued operations	$	-		$	0.41		$	-		$	0.41
Net Income Applicable to Common Stockholders	$	0.31		$	0.95		$	0.15		$	0.78

Per Class A Common Share:
Income from continuing operations	$	0.34		$	0.60		$	0.16		$	0.41
Income from discontinued operations	$	-		$	0.46		$	-		$	0.45
Net Income Applicable to Class A Common Stockholders	$	0.34		$	1.06		$	0.16		$	0.86

Dividends per share:
Common	$	0.4300		$	0.4150		$	0.2150		$	0.2075
Class A Common	$	0.4750		$	0.4600		$	0.2375		$	0.2300

																		Cumulative
	7.5% Series D														Additional			Distributions In			Accumulated Other			Officer			Total
	Preferred Stock				Common Stock				Class A Common Stock						Paid In			Excess of			Comprehensive			Note			Stockholders’
	Issued		Amount		Issued		Amount		Issued			Amount			Capital			Net Income			Income			Receivable			Equity
Balances – October 31, 2007		2,450,000	$	61,250		7,773,618	$	77		18,836,778		$	188		$	264,585		$	(31,077	)	$	480		$	(1,300	)	$	294,203
Comprehensive Income:
Net income applicable to Common
and Class A common stockholders		-		-		-		-		-			-			-			8,607			-			-			8,607
Change in unrealized gains in marketable securities		-		-		-		-		-			-			-			-			(121	)		-			(121	)
Total comprehensive income		-		-		-		-		-			-			-			-			-			-			8,486
Cash dividends paid :		-		-		-		-		-			-			-			-			-			-			-
Common stock ($.4300 per share)		-		-		-		-		-			-			-			(3,419	)		-			-			(3,419	)
Class A common stock ($.4750 per share)		-		-		-		-		-			-			-			(8,702	)		-			-			(8,702	)
Issuance of shares under dividend reinvestment plan		-		-		21,981		-		7,540			-			463			-			-			-			463
Forfeiture of restricted stock		-		-		-		-		(6,500	)		-			-			-			-			-			-
Shares issued under restricted stock plan		-		-		170,900		2		59,900			1			(3	)		-			-			-			-
Stock options exercised		-		-		1,966		1		1,953			-			36			-			-			-			37
Restricted stock compensation		-		-		-		-		-			-			726			-			-			-			726
Repurchase of Class A common Stock		-		-		-		-		(333,400	)		(3	)		(4,853	)		-			-			-			(4,856	)
Repayment of officer note receivable		-		-		-		-		-			-			-			-			-			1,300			1,300
Balances – April 30, 2008		2,450,000	$	61,250		7,968,465	$	80		18,566,271		$	186		$	260,954		$	(34,591	)	$	359		$	-		$	288,238

	April 30, 2008		October 31, 2007
8.99% Series B Senior Cumulative Preferred Stock; liquidation preference of $100 per share; issued and outstanding -0- and 150,000 shares	$	-	$	14,341
8.50% Series C Senior Cumulative Preferred Stock; liquidation preference of $100 per share; issued and outstanding 400,000 shares		38,406		38,406
8.50% Series E Senior Cumulative Preferred Stock; liquidation preference of $25 per share; issued and outstanding 2,400,000 and -0- shares		57,819		-
Total Redeemable Preferred Stock	$	96,225	$	52,747

	Common Shares					Class A Common Shares
Non vested Shares	Shares			Weighted-Average Grant-Date Fair Value		Shares			Weighted-Average Grant-Date Fair Value
Non vested at November 1, 2007		897,400		$	14.16		423,350		$	13.90
Granted		170,900		$	14.77		59,900		$	15.20
Vested		(106,550	)	$	11.73		(80,050	)	$	11.03
Forfeited		-			-		(6,500	)	$	16.02
Non vested at April 30, 2008		961,750		$	14.54		396,700		$	14.60

Buildings	30-40 years
Property Improvements	10-20 years
Furniture/Fixtures	3-10 years
Tenant Improvements	Shorter of lease term or their useful life

	Six Months Ended
	April 30,										Change Attributable to:
Revenues	2008		2007		Increase (decrease)			% Change			Property Acquisitions		Properties Held In Both Periods
Base rents	$	29,938	$	28,465	$	1,473			5.2		$	913	$	560
Recoveries from tenants		9,692		8,922		770			8.6			380		390
Mortgage interest and other		307		643		(336	)		(52.3	)		-		(336	)

Operating Expenses
Property operating expenses		6,551		6,088		463			7.6			222		241
Property taxes		5,672		5,340		332			6.2			171		161
Depreciation and amortization		7,016		6,631		385			5.8			261		124
General and administrative expenses		2,884		2,478		406			16.4			n/a		n/a

Other Income/Expenses
Interest expense		3,467		3,961		(494	)		(12.5	)		26		(520	)
Interest, dividends and other investment income		189		231		(42	)		(18.2	)		n/a		n/a

Month	Total Number of Shares Purchased	Average Price Per Share	Total Number Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares That May be Purchased Under the Plan or Program
February 2008	161,700	$14.68	161,700	600,400

Director	For	Withheld
Peter Herrick	7,346,580	426,731
Charles D. Urstadt	7,726,925	46,386
George J. Vojta	7,729,086	44,225

3.1	Articles Supplementary relating to the 8.5% Series E Senior Cumulative Preferred Stock setting forth the powers, preferences and rights, and the qualifications, limitations and restrictions thereof.

10.1	Investment Agreement between Urstadt Biddle Properties Inc. and WFC Holdings Corporation dated March 13, 2008.

10.2	Registration Rights Agreement between Urstadt Biddle Properties Inc. and WFC Holdings Corporation dated March 13, 2008.

10.3	Consulting Agreement dated April 11, 2008 between Urstadt Biddle Properties Inc. and James R. Moore.

31.1	Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32	Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)

	By: /s/ Charles J. Urstadt
	Charles J. Urstadt
	Chairman and
	Chief Executive Officer

	By : /s/ James R. Moore
	James R. Moore
	Executive Vice President &
	Chief Financial Officer
	(Principal Financial Officer
Dated: June 6, 2008	and Principal Accounting Officer)

		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

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2008			2007			2008			2007
Numerator
Net income applicable to common stockholders – basic	$	2,208		$	6,664		$	1,062		$	5,481
Effect of dilutive securities:
Stock awards and operating partnership units		58			289			33			228
Net income applicable to common stockholders – diluted	$	2,266		$	6,953		$	1,095		$	5,709

Denominator
Denominator for basic EPS weighted average common shares		6,980			6,801			6,984			6,841
Effect of dilutive securities:
Restricted stock and other awards		316			441			379			435
Operating partnership units		-			55			-			55
Denominator for diluted EPS – weighted average common equivalent shares		7,296			7,297			7,363			7,331

Numerator
Net income applicable to Class A common stockholders-basic	$	6,399		$	19,982		$	3,053		$	16,352
Effect of dilutive securities:
Stock awards and operating partnership units		(58	)		(193	)		(33	)		(181	)
Net income applicable to Class A common stockholders – diluted	$	6,341		$	19,789		$	3,020		$	16,171

Denominator
Denominator for basic EPS – weighted average Class A common shares		18,310			18,398			18,179			18,416
Effect of dilutive securities:
Restricted stock and other awards		175			285			197			268
Operating partnership units		-			55			-			55
Denominator for diluted EPS – weighted average Class A common equivalent shares		18,485			18,738			18,376			18,739

For	Against	Abstain
7,738,842	16,067	18,401

For	Against	Abstain
5,377,054	997,983	53,785

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

Date: June 6, 2008	/s/ Charles J. Urstadt
	Charles J. Urstadt
	Chairman and
	Chief Executive Officer

Date: June 6, 2008	/s/ James R. Moore
	James R. Moore
	Executive Vice President and
	Chief Financial Officer

Dated:	June 6, 2008	/s/ Charles J. Urstadt
		Charles J. Urstadt
		Chairman and
		Chief Executive Officer



Dated:	June 6, 2008	/s/ James R. Moore
		James R. Moore
		Executive Vice President and
		Chief Financial Officer