Rights Agreement, dated as of August 13, 2018, between Urstadt Biddle Properties Inc. and Computershare Inc., as Rights Agent

This RIGHTS AGREEMENT (this "Agreement"), dated as of August 13, 2018, is by and between URSTADT BIDDLE PROPERTIES INC., a Maryland corporation (the "Corporation"), and COMPUTERSHARE INC., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC) (the "Rights Agent").

WHEREAS, the Corporation previously entered into that certain rights agreement, dated as of July 18, 2008 (the "Prior Rights Agreement"), by and between the Corporation and The Bank of New York, as rights agent, to purchase one one-hundredth of a share of the Corporation's Series A Participating Preferred Shares pursuant to which rights (collectively, the "Prior Rights") were issued in respect of, and are currently evidenced by the certificates representing, the shares of the Corporation's Common Stock, par value $.01 per share (the "Original Common Share(s)") and the shares of the Corporation's Class A Common Stock, par value $.01 per share (the "Class A Common Share(s)");

WHEREAS, pursuant to the Prior Rights Agreement, the Prior Rights shall expire at the close of business on November 12, 2018 (the "Current Expiration Date");

WHEREAS, the Board of Directors of the Corporation (the "Board") has authorized the issuance of, and has agreed to issue, (i) one Common Stock Right (as such number may be adjusted in accordance with Sections 11(i) or 11(o) hereof) to purchase one one-hundredth of a share of the Corporation's Series I Participating Preferred Shares in respect of every Original Common Share outstanding as of the close of business on the Current Expiration Date (the "Common Stock Right(s)"), and (ii) one Class A Common Stock Right (as such number may be adjusted in accordance with Sections 11(i) or 11(o) hereof) to purchase one one-hundredth of a share of the Corporation's Series J Participating Preferred Shares in respect of every Class A Common Share outstanding as of the close of business on the Current Expiration Date (the "Class A Common Stock Right(s)", and together with the Common Stock Rights, collectively, the "Rights," and individually, a "Right"), which Common Stock Rights and Class A Common Stock Rights shall initially be evidenced by certificates representing the Original Common Shares and the Class A Common Shares, respectively, and shall be subject to the terms and conditions of this Agreement; and

WHEREAS, the Board has authorized the issuance of, and has agreed to issue, (i) one Common Stock Right (as such number may be adjusted in accordance with Sections 11(i) or 11(o) hereof) for every Original Common Share issued between the Declaration Date (as defined herein) and the Distribution Date (as defined herein), and (ii) one Class A Common Stock Right (as such number may be adjusted in accordance with Sections 11(i) or 11(o) hereof) for every Class A Common Share issued between the Declaration Date and the Distribution Date; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

For purposes of this Agreement, the following terms shall have the meanings as indicated below:

For purposes of this subsection (c), a Person shall not be deemed the "Beneficial Owner" of or to "beneficially own", (A) securities tendered pursuant to a tender or an exchange offer made by or on behalf of such Person or such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) any security that is the subject of any agreement, arrangement or understanding to vote which (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable proxy solicitation rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report).

The Corporation and the Rights Agent hereby agree that the effective date of this Agreement shall be the Declaration Date. The Corporation hereby appoints the Rights Agent to act as rights agent for the Corporation in accordance with the express terms and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment. With the prior written consent of the Rights Agent, the Corporation may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agents.

As soon as practicable after the Corporation has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation shall prepare and execute, and the Rights Agent shall countersign and the Corporation shall send or cause to be sent, or, at the Corporation's expense, the Rights Agent shall, if requested to do so by the Corporation and provided with all necessary documentation and information, in form and substance reasonably satisfactory to the Rights Agent, send, by first-class, insured, postage prepaid mail, to each record holder of Original Common Shares and each record holder of Class A Common Shares as of the close of business on the Distribution Date, at the address of each such holder as shown on the register of shares of the Corporation (or the transfer agent or registrar for such shares), (i) in the case of holders of Original Common Shares, a Common Stock right certificate, in substantially the form of Exhibit C attached hereto (a "Common Stock Right Certificate", and collectively, the "Common Stock Right Certificates") and (ii) in the case of holders of Class A Common Shares, a Class A Common Stock right certificate, in substantially the form of Exhibit D attached hereto (a "Class A Common Stock Right Certificate", and collectively, the "Class A Common Stock Right Certificates", and together with the Common Stock Right Certificates, collectively, the "Right Certificates", and individually, each a "Right Certificate"), evidencing that number of Rights to which such holder is entitled to in accordance with the provisions of this Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Sections 11(i) or 11(o) hereof, at the time of distribution of the Right Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that the Right Certificates representing only whole numbers of the Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with the provisions of Section 23 hereof. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm the same in writing within two (2) Business Days. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in that certain Rights Agreement, by and between the issuer and Computershare Inc. (or any successor Rights Agent), as Rights Agent (the "Rights Agent"), dated as of August 13, 2018, as it may from time to time be amended or supplemented (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the executive office of the issuer and the office or offices of the Rights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The issuer will mail to the holder of this certificate a copy of the Rights Agreement, without charge, after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, the Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as each such term is defined in the Rights Agreement), whether currently held by or on behalf of such Person or by certain subsequent holders, may become null and void.

With respect to certificates representing Common Shares (whether or not such certificates include the foregoing legend), until the earlier of the Distribution Date and the Expiration Date, the Rights associated with Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for the transfer of any such certificates shall also constitute the transfer of the Rights associated with Common Shares represented by such certificate(s).

With respect to any uncertificated Original Common Shares and/or Class A Common Shares, a legend in substantially similar form will be included in a notice to the record holder(s) of such shares, if required in accordance with applicable law. Notwithstanding the provisions of this Section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

The Common Stock Right Certificates and the Class A Right Certificates (and the forms of assignment and the forms of election to purchase and certificate(s) to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibits C and D hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate (which shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates, whenever distributed, shall be dated as of the Declaration Date, show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of an Applicable Preferred Share as shall be set forth therein at a price of (i) in the case of Series I Preferred Stock, $85.00 per each one-hundredth of a share (the "Series I Purchase Price"), and (ii) in the case of Series J Preferred Stock, $85.00 per each one-hundredth of a share (the "Series J Purchase Price"), but the amount and type of securities issuable upon the exercise of each Right and the Applicable Purchase Price shall be subject to adjustment as provided herein. The term "Applicable Preferred Share(s)" shall mean (i) with respect to Common Stock Rights, the Series I Preferred Shares, and (ii) with respect to Class A Common Stock Rights, the Series J Preferred Shares. The term "Applicable Purchase Price" shall mean (i) with respect to Common Stock Rights and Series I Preferred Shares, the Series I Purchase Price, and (ii) with respect to Class A Common Stock Rights and Series J Preferred Shares, the Series J Purchase Price.

All Right Certificates surrendered for the purpose of and accepted for exercise, or surrendered for the purpose of redemption, transfer, split up, combination or exchange shall, if surrendered to the Corporation or to any of its agents (other than the Rights Agent), be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Rights Agent shall deliver all cancelled Right Certificates to the Corporation.

Each Person in whose name any certificate for any number of one one-hundredths of an Applicable Preferred Share (or, following the occurrence of a Common Share Event, shares and/or similar units of Common Shares or other securities) is issued upon the exercise of the Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Applicable Preferred Shares (or such shares and/or units of Common Shares or other securities, as the case may be) represented thereby, and such certificate shall be dated, as of the date which is the later of (i) the date upon which the Right Certificate evidencing such Rights was duly surrendered or (ii) the date upon which payment of the  Applicable Purchase Price (and any applicable transfer taxes) in respect thereof was made; provided, however, that if such date is a date upon which the relevant transfer books of the Corporation are closed, such Person shall be deemed to have become the record holder of such shares (or units) on, and such certificate shall be dated, the next succeeding Business Day on which such transfer books of the Corporation are open; and provided, further, that the Corporation covenants and agrees that it shall not close such transfer books for a period exceeding ten (10) consecutive days. Prior to the exercise of the Rights evidenced thereby (which shall be deemed to have occurred on the date such certificate evidencing Preferred Shares, Common Shares or other securities shall be dated in accordance with this Section 10), the holder of a Right Certificate, as such, shall not be entitled to any rights of a security holder of the Corporation with respect to securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Corporation, except as expressly provided herein.

Each Applicable Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

then, and in each such case, proper provision shall be made so that (i) each holder of a Common Stock Right associated with a share of Original Common Shares, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series I Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredths of a Series I Preferred Share for which such Common Stock Right was exercisable immediately prior to the occurrence of an event described in this Section 11(a)(ii), such number of Original Common Shares as shall equal the result obtained by (x) multiplying an amount equal to the then current Series I Purchase Price by an amount equal to the number of one one-hundredths of a Series I Preferred Share for which a Common Stock Right was exercisable immediately prior to the first occurrence of any such event, and dividing that product by (y) 50% of the current market price per Original Common Share of the Corporation (as defined in Section 11(d) hereof) determined as of the date of such first occurrence; and (ii) each holder of a Class A Common Stock Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series J Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredths of a Series J Preferred Share for which such Class A Common Stock Right was exercisable immediately prior to the occurrence of an event described in this Section 11(a)(ii), such number of Class A Common Shares as shall equal the result obtained by (x) multiplying an amount equal to the then current Series J Purchase Price by an amount equal to the number of one one-hundredths of a Series J Preferred Share for which a Class A Common Stock Right was exercisable immediately prior to the first occurrence of any such event, and dividing that product by (y) 50% of the current market price per Class A Common Share of the Corporation (as defined in Section 11(d) hereof) determined as of the date of such first occurrence.

Whenever an adjustment is made as provided in Sections 11 or 13 hereof, the Corporation shall (a) promptly prepare an Officers' Certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Common Shares a copy of such Officers' Certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in conclusively relying on any such Officers' Certificate and on any adjustments or statements therein contained, and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have actually received such an Officers' Certificate. The Rights Agent shall not be deemed to have knowledge of any announcement (whether or not public) or event pertaining to the Rights unless and until it has actually received written notice thereof from the Corporation.

In the event that, following a Share Acquisition Date, directly or indirectly, (a) the Corporation shall consolidate with, or merge with and into, or consummate a share exchange with any other Person (other than a Subsidiary of the Corporation in a transaction which complies with Section 11(p) hereof), and the Corporation shall not be the continuing or surviving entity of such consolidation or merger, (b) any Person (other than a Subsidiary of the Corporation in a transaction which complies with Section 11(p) hereof) shall consolidate with, or merge with and into or consummate a share exchange with the Corporation, the Corporation shall be the continuing or surviving entity of such consolidation or merger or share exchange and, in connection with such consolidation or merger or share exchange, all or part of the Original Common Shares and/or Class A Common Shares of the Corporation shall be exchanged for, changed or otherwise transformed into or become a right to receive stock or other securities of any other Person or the Corporation or cash or any other property or (c) the Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of (A) the assets (taken at asset value as stated on the books of the Corporation and determined in accordance with generally accepted accounting principles consistently applied) or (B) the earning power of the Corporation (on an individual basis) or the Corporation and its Subsidiaries (on a consolidated basis) to any other Person or Persons (other than the Corporation or any of its Subsidiaries in one or more transactions, each of which complies with Section 11(p)), then, from and after such event, proper provision shall be made so that (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then-current Applicable Purchase Price multiplied by the number of one one-hundredths of an Applicable Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid and non-assessable Common Stock of such other Person (or, in the case of a transaction described in clause (b) above in which no Original Common Shares or Class A Common Shares are changed or otherwise transformed into stock or other securities of any other Person, the Corporation, or, in the case of a transaction or series of transactions described in clause (c) above, the Person receiving the greatest amount of assets or earning power of the Corporation), not subject to any loans, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (x) multiplying the Applicable Purchase Price in effect immediately prior to the first occurrence of any Common Share Event by the number of one one-hundredths of an Applicable Preferred Share for which a Right is exercisable immediately prior to such first occurrence (and without taking into account any prior adjustment made pursuant to Section 11(a)(ii) hereof) and dividing that product by (y) 50% of the current market price (as defined in Section 11(d) hereof) per share of Common Stock of such other Person determined as of the date of consummation of such consolidation, merger, share exchange, sale or transfer; (ii) the issuer of such Common Stock shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, share exchange, sale or transfer, all of the obligations and duties of the Corporation pursuant to this Agreement; (iii) the term "Corporation" shall thereafter be deemed to refer to such issuer, it being specifically intended that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof) shall apply only to such issuer following the first occurrence of a Common Share Event under this Section 13; (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Common Share Event described in clauses (a), (b) or (c) of this Section 13. In connection with any Common Share Event described in Section 13(a), (b) or (c) hereof involving the Corporation and any other Person, if the Common Stock of such other Person (the "Other Person") is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act ("Registered Common Stock") or the Other Person is not a corporation, then the Rights (in lieu of being exercisable for the Common Stock of the Other Person) shall become exercisable for the Common Stock of one of the following different Persons:

The Corporation shall not consummate any such consolidation, merger, share exchange, sale or transfer unless (i) such issuer shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance as will permit the exercise in full of the Rights in accordance with this Section 13 and (ii) prior thereto, the Corporation and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that as soon as practicable after the date of any Common Share Event described above in this Section 13 such issuer will (A) prepare and file a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon the exercise of the Rights on an appropriate form, and cause such registration statement to (I) become effective as soon as practicable after such filing and (II) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date and take such action as may be required to ensure that any acquisition of such Common Stock upon the exercise of the Rights complies with any applicable state security or "blue sky" laws and (B) will deliver to the holders of the Rights historical financial statements of such issuer and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. Furthermore, in case the Person which is to be party to a transaction referred to in this Section 13 has any provision in any of its authorized securities or in its charter or by-laws or other agreement or instrument governing its affairs, which provision would have the effect of (i) causing such Person to issue, in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13, shares of Common Stock of such Person at less than the then current market price per share thereof (as defined in Section 11(d) hereof), or to issue securities exercisable for, or convertible into, Common Stock of such Person at less than such then current market price (other than to the holders of the Rights pursuant to this Section 13) or (ii) providing for any special payment, tax or similar provisions in connection with the issuance of Common Stock of such Person pursuant to the provisions of this Section 13; then, in such event, the Corporation hereby agrees with each holder of the Rights that it shall not consummate any such transaction, unless prior thereto the Corporation and such Person shall have executed and delivered to the Rights Agent a supplemental agreement providing that such provision in question shall have been cancelled, waived or amended or that the authorized securities shall be redeemed so that it will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Common Share Event described in this Section 13 shall occur at any time after the occurrence of a Common Share Event described in Section 11(a)(ii) hereof, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in this Section 13.

Once an event that triggers the provision of this Section 13 occurs, the Corporation, as soon as practicable, shall provide the Rights Agent with a certificate stating that the provisions of this Section 13 have been fulfilled. The Rights Agent shall have no obligation to perform under this Section 13 until it receives such certificate and may conclusively rely and be fully protected in conclusively relying upon such certificate of the Corporation stating that the provisions of this Section 13 have been fulfilled. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Rights Agent must be obtained in connection with any supplemental agreement which in any way alters the rights, obligations, immunities or duties of the Rights Agent.

Excepting the rights of action given to the Rights Agent hereunder, including Section 18 and Section 20 hereof, all rights of action in respect of this Agreement are vested in the respective registered holders of the Rights; and any registered holder of any Rights, without the consent of the Rights Agent or of the holder(s) of any other Right(s), may, on his/her/its own behalf and for his/her/its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce, or otherwise act in respect of, his/her/its right to exercise the Rights evidenced by such Right Certificate(s) (or, prior to the Distribution Date, the associated Common Shares) in the manner provided in such Right Certificate(s) and in this Agreement, and the Corporation hereby agrees to reimburse such registered holder for all expenses (including reasonable attorneys' fees) incurred by such registered holder in connection therewith. Without limiting the foregoing or any remedies available to the holders of the Rights, it is specifically acknowledged that the holders of the Rights would not have an adequate remedy at law for any breach of the obligations hereunder, and shall be entitled to injunctive relief against actual or threatened violations of the obligations hereunder of any Person, subject to this Agreement.

Every holder of a Right by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of a Right that:

No holder, as such, of any Right shall be entitled to vote, receive dividends or otherwise be deemed for any purpose the holder of any securities of the Corporation which may be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareholder of the Corporation or any right to vote in the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 24 hereof), or to receive dividends or preemptive rights, or otherwise, until the time as specified in Section 10 hereof.

The Corporation agrees to pay to the Rights Agent such compensation as shall be agreed upon in writing between the Corporation and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, claim, damage, judgment, fine, penalty, demand, settlement, cost, or expense (including the reasonable fees and expenses of outside legal counsel, and taxes other than taxes based on the income of the Rights Agent), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses (including reasonable attorneys' fees and expenses) of defending against any claim of liability for any of the foregoing.

The Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any written instruction from the Corporation, Right Certificate, Officer's Certificate or certificate for any number of one one-hundredths of a Preferred Share or for other securities of the Corporation, instrument of assignment or transfer, power of attorney, opinion, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until it has received such notice in writing.

The provisions of this Section 18 and Section 20 below shall survive the expiration or termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.

Any Person into which the Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent shall be a party, or any Person succeeding to all or substantially all of the stock transfer or shareholder service business of the Rights Agent, shall be the successor to the Rights Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement and any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force as provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name and in all such cases such Right Certificates shall have the full force as provided in the Right Certificates and in this Agreement.

The Rights Agent undertakes only the duties and obligations expressly imposed upon it by this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform its duties and obligations hereunder upon the following terms and conditions:

The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days' notice in writing mailed to the Corporation and to each transfer agent of the Preferred Shares and the Common Shares by trackable mail, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Corporation. In the event that the transfer agency relationship in effect as of the date of this Agreement between the Corporation and Computershare Inc. terminates (and is not assumed by an Affiliate of Computershare Inc.), Computershare Inc. will be deemed to have resigned as Rights Agent automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Corporation shall be responsible for sending any required notice. The Corporation may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Corporation shall appoint a successor to the Rights Agent. If the Corporation shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the Rights Agent or the registered holder of any Right Certificate may apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be an entity organized and doing business under the laws of the United States or any state thereof, in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder service powers and is subject to supervision or examination by federal or state authority or authorities and which has, along with its Affiliates, at the time of its appointment as Rights Agent, a combined capital and surplus of at least fifty million dollars ($50,000,000). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the "Rights Agent" for all purposes of this Agreement. Not later than the effective date of any such appointment, the Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Directors of the Corporation to reflect any adjustment or change in the Applicable Purchase Price per share and the number or kind or class of shares of stock or beneficial interests or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement.

In case the Corporation shall, at any time after the Distribution Date, propose (a) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), or (b) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of any class or any other securities, rights or options, or (c) to effect any reclassification of the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (d) to effect any consolidation or merger into or with or share exchange with any other Person other than a Subsidiary of the Corporation in a transaction which complies with Section 11(p) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of (A) the assets (determined on the basis of the net asset value thereof as reflected on the books of the Corporation and in accordance with generally accepted accounting principles consistently applied) or (B) the earning power of the Corporation (on an individual basis) or of the Corporation and its Subsidiaries (on a consolidated basis) to any other Person (other than the Corporation or any of its Subsidiaries in one or more transactions, each of which complies with Section 11(p) hereof) or (e) to effect the liquidation, dissolution or winding up of the Corporation, then, in each such case, the Corporation shall give to the Rights Agent and each holder of a Right, in accordance with Section 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend, distribution of rights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or (b) above at least twenty (20) days prior to the record date for determining the holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares, whichever shall be the earlier, provided, however, that no such notice shall be required pursuant to this Section 24 if any Subsidiary of the Corporation effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary or the Corporation. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

In case any Common Share Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Corporation shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate in accordance with Section 25 hereof, a notice of the occurrence of such Common Share Event, which shall specify such event and the consequences of the event to the holders of the Rights under Section 11(a)(ii) hereof.

Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Corporation with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Corporation, including the Rights, for purposes of this Agreement and no other notice need be given.

Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to the Corporation shall be sufficiently given or made if sent by overnight delivery service or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Subject to the provisions of Sections 19 and 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Corporation or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by overnight delivery service or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Corporation) as follows:

All of the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

The Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and exercise all of the rights and powers specifically granted to the Directors, or to the Corporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Directors in good faith shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Rights and all other parties and (y) not subject any Director to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Directors of the Corporation acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Nothing in this Agreement shall be construed to give to any Person other than the Corporation, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the associated Common Shares) any legal or equitable right, remedy or claim under this Agreement or the Rights; but this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the registered holders of the Rights (and, prior to the Distribution Date, the associated Common Shares).

This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof; provided, however, that if any such excluded term or provision shall adversely affect the duties, immunities, obligations or rights of the Rights Agent, then the Rights Agent shall be entitled to resign immediately.

SECTION 34.           FORCE MAJEURE.

Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest

Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"), certifies as follows:

FIRST: Under the authority contained in Article 7 of the charter of the Corporation, the Board of Directors of the Corporation on June 4, 2018, classified 150,000 shares of the authorized but unissued preferred stock, par value $0.01 per share, of the Corporation (the "Preferred Shares") as the "Series I Participating Preferred Shares".

SECOND: A description of the Series I Participating Preferred Shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation (the "Directors") is as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as "Series I Participating Preferred Shares" (the "Series I Shares") and the number of shares constituting such series shall be 150,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Shares ranking prior and superior to the Series I Shares with respect to dividends, the holders of the Series I Shares shall be entitled to receive, when, as and if declared by the Directors out of funds legally available for the purpose, quarterly dividends payable in cash to the holders of record on the 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series I Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.25 or (b) subject to the provision for adjustment set forth in Section 7 hereof, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the common stock, par value $.01 per share, of the Corporation (the "Common Shares") since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series I Shares.

(B) The Corporation shall declare a dividend or distribution on the Series I Shares as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in shares of or a subdivision with respect to the Common Shares); provided, however, that in the event that no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.25 per share on the Series I Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of the Series I Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of the Series I Shares, unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of the holders of shares of the Series I Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of the Series I Shares in an amount less than the total amount of all such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Directors may fix a record date for the determination of the holders of shares of the Series I Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than sixty (60) days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of the Series I Shares shall have the following voting rights:

(A) Subject to the provision for adjustment set forth in Section 7 hereof, each share of the Series I Shares shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation.

(B) Except as otherwise provided herein, in the charter of the Corporation (the "Charter") or bylaws, the holders of shares of the Series I Shares and the holders of shares of the Common Shares shall vote together as one class on all matters submitted to a vote of the stockholders of the Corporation.

(C) (i) If at the time of any annual meeting of the stockholders for the election of the Directors a default in preferred dividends (as hereinafter defined) shall exist with respect to the Series I Shares, the holders of shares of the Series I Shares voting separately as a class, together with holders of shares of all other series of the preferred stock of the Corporation as to which there is a default in preferred dividend, without regard to series (with each share of the Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to the stockholders generally, or, if it is not entitled to vote with respect to such matters, to one vote), shall have the right to elect two (2) members of the Directors of the Corporation. The holders of the Common Shares shall not be entitled to vote in the election of the two (2) Directors to be elected by the holders of shares of the Preferred Shares. Any Director elected by the holders of shares of the Preferred Shares, voting as a class as aforesaid, shall continue to serve as such Director for the full term for which he/she shall have been elected, notwithstanding that prior to the end of such term a default in preferred dividends shall cease to exist. If, prior to the end of the term of any Director elected by the holders of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office of such Director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Charter, provided, that if the Charter provides that such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of the Preferred Shares, voting as a class as aforesaid, unless in any such case, no default in preferred dividends shall exist at the time of such election.

(ii) For the purposes of paragraph (C)(i) of this Section 3, a default in preferred dividends shall be deemed to have occurred whenever the amount of dividends in arrears upon any series of the Preferred Shares shall be equivalent to six (6) full quarterly dividends or more and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until all accrued dividends on all shares of the Preferred Shares then outstanding shall have been paid to the end of the last preceding quarterly dividend period. Nothing herein contained shall be deemed to prevent an amendment of the Charter or the bylaws, in the manner therein provided, which shall increase the number of Directors so as to provide as additional places on the board of Directors either or both the director positions to be filled by the two (2) Directors to be elected by the holders of the Preferred Shares or to prevent any other change in the number of Directors of the Corporation.

(D) Except as set forth herein, the holders of the Series I Shares shall have no special voting rights and their consent shall not be required (except to the extent that they are entitled to vote with the holders of the Common Shares as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series I Shares as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of the Series I Shares outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distribution(s) on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series I Shares;

(ii) declare or pay dividends on or make any other distributions of any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series I Shares, except dividends paid ratably on the Series I Shares and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series I Shares, provided, that the Corporation may at any time redeem, purchase or otherwise acquire such parity shares in exchange for any shares of capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series I Shares; or

(iv) purchase or otherwise acquire for consideration any shares of the Series I Shares, or any shares of capital stock ranking on a parity with the Series I Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Directors) to all of the holders of such shares upon such terms as the Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of capital stock of the Corporation, unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series I Shares unless, prior thereto, the holders of shares of the Series I Shares shall have received $100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series I Liquidation Preference"). Following the payment of the full amount of the Series I Liquidation Preference, no additional distributions shall be made to the holders of shares of the Series I Shares unless, prior thereto, the holders of Common Shares  (which term shall include, for the purposes only of this Section 5, the Corporation's Class A Common Stock and any series of the Corporation's Preferred Shares ranking on a parity with the Common Shares upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series I Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in Section 7 hereof to reflect such events as share splits, share dividends and recapitalizations with respect to the Common Shares; such number in clause (ii), the "Adjustment Number"). In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of the Common Shares. Following the payment of the full amount of the Series I Liquidation Preference and the Common Adjustment in respect of all outstanding shares of the Series I Shares and the Common Shares, respectively, the holders of the Series I Shares and the holders of shares of the Common Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series I Shares and Common Shares, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series I Liquidation Preference and the liquidation preferences of all other series of the Preferred Shares, if any, which rank on a parity with the Series I Shares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

Section 6. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Series I Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment set forth in Section 7 hereof) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Common Share is changed or exchanged.

Section 7. Certain Adjustments. In the event that the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in the Common Shares) into a greater or lesser number of shares of the Common Shares, then, in each such case, the amounts set forth in Sections 2(A), 3(A), 5(A) and 6 hereof with respect to the multiple of (i) cash and non-cash dividends, (ii) votes, (iii) the Series I Liquidation Preference and (iv) an aggregate amount of stock, securities, cash and/or other property referred to in Section 6 hereof, shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event, and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

Section 8. Ranking. The Series I Shares shall rank pari passu with (or if determined by the Directors in any vote establishing any other series of the Preferred Shares, either senior or preferred to or junior and subordinate to, as the case may be) each other series of the Preferred Shares of the Corporation with respect to dividends and/or preference upon liquidation, dissolution or winding up.

Section 9. Redemption. The Series I Shares may be redeemed by the Corporation at such times and on such terms as may be agreed to between the Corporation and the redeeming stockholder, subject to any limitations which may be imposed by law or the Charter.

Section 10. Amendment. The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series I Shares so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of the Series I Shares, if any, voting together as a single class.

Section 11. Fractional Share. The Series I Shares may be issued by fractions of a share, which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit of all other rights of the holders of the Series I Shares.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf on this_____ day of _____, by its President who acknowledges that these Articles Supplementary are the act of the Corporation and that to the best of his knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles Supplementary are true in all material respects.

Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"), certifies as follows:

FIRST: Under the authority contained in Article 7 of the charter of the Corporation, the Board of Directors of the Corporation on June 4, 2018, classified 450,000 shares of the authorized but unissued preferred stock, par value $0.01 per share, of the Corporation (the "Preferred Shares") as the "Series J Participating Preferred Shares."

SECOND: A description of the Series J Participating Preferred Shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as "Series J Participating Preferred Shares" (the "Series J Shares") and the number of shares constituting such series shall be 450,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Shares ranking prior and superior to the Series J Shares with respect to dividends, the holders of Series J Shares shall be entitled to receive, when, as and if declared by the Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series J Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.25 or (b) subject to the provision for adjustment set forth in Section 7 hereof, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Class A Common Shares or a subdivision of the outstanding Class A Common Shares (by reclassification or otherwise), declared on the Class A Common Stock, par value $.01 per share, of the Corporation (the "Class A Common Shares") since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series J Shares.

(B) The Corporation shall declare a dividend or distribution on the Series J Shares as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Class A Common Shares (other than a dividend payable in shares of or subdivision with respect to Class A Common Shares); provided however, that, in the event no dividend or distribution shall have been declared on the Class A Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.25 per share on the Series J Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series J Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series J Shares, unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series J Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series J Shares in an amount less than the total amount of all such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Directors may fix a record date for the determination of holders of shares of Series J Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series J Shares shall have the following voting rights:

(A) Subject to the provision for adjustment set forth in Section 7 hereof, each share of Series J Shares shall entitle the holder thereof to 5 votes on all matters submitted to a vote of the stockholders of the Corporation.

(B) Except as otherwise provided herein, in the charter of the Corporation (the "Charter") or bylaws, the holders of shares of Series J Shares and the holders of shares of Class A Common Shares shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) (i) If at the time of any annual meeting of stockholders for the election of Directors a default in preferred dividends (as hereinafter defined) shall exist with respect to the Series J Shares, the holders of shares of Series J Shares voting separately as a class, together with holders of shares of all other series of the preferred stock of the Corporation as to which there is a default in preferred dividend, without regard to series (with each share of Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to stockholders generally, or, if it is not entitled to vote with respect to such matters, to one vote), shall have the right to elect two members of the Directors of the Corporation. The holders of Common Stock and the holders of Class A Common Shares shall not be entitled to vote in the election of the two Directors so to be elected by the holders of shares of Preferred Shares. Any Director elected by the holders of shares of Preferred Shares, voting as a class as aforesaid, shall continue to serve as such Director for the full term for which he shall have been elected notwithstanding that prior to the end of such term a default in preferred dividends shall cease to exist. If, prior to the end of the term of any Director elected by the holders of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office of such Director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Charter, provided that, if the Charter provides that such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of Preferred Shares, voting as a class as aforesaid, unless in any such case, no default in preferred dividends shall exist at the time of such election.

(ii) For the purposes of paragraph (C)(i) of this Section 3, a default in preferred dividends shall be deemed to have occurred whenever the amount of dividends in arrears upon any series of Preferred Shares shall be equivalent to six full quarterly dividends or more and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until all accrued dividends on all shares of Preferred Shares then outstanding shall have been paid to the end of the last preceding quarterly dividend period. Nothing herein contained shall be deemed to prevent an amendment of the Charter or the bylaws, in the manner therein provided, which shall increase the number of Directors so as to provide as additional places on the Board of Directors either or both the director positions to be filled by the two Directors so to be elected by the holders of the Preferred Shares or to prevent any other change in the number of directors of the Corporation.

(D) Except as set forth herein, holders of Series J Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class A Common Shares as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series J Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series J Shares outstanding shall have been paid in full, the Corporation shall not

(i) declare or pay dividends on, make any other distribution on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series J Shares;

(ii) declare or pay dividends on or make any other distributions of any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series J Shares, except dividends paid ratably on the Series J Shares and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series J Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire such parity shares in exchange for any shares of capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series J Shares; or

(iv) purchase or otherwise acquire for consideration any shares of Series J Shares, or any shares of capital stock ranking on a parity with the Series J Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Directors) to all holders of such shares upon such terms as the Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of capital stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series J Shares unless, prior thereto, the holders of shares of Series J Shares shall have received $100 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series J Liquidation Preference"). Following the payment of the full amount of the Series J Liquidation Preference, no additional distributions shall be made to the holders of shares of Series J Shares unless, prior thereto, the holders of Class A Common Shares (which term shall include, for the purposes only of this Section 5, the Corporation's Common Stock and any series of the Corporation's Preferred Shares ranking on a parity with the Class A Common Shares upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series J Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in Section 7 hereof to reflect such events as share splits, share dividends and recapitalizations with respect to the Common Shares; such number in clause (ii), the "Adjustment Number"). In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Shares. Following the payment of the full amount of the Series J Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series J Shares and Class A Common Shares, respectively, holders of Series J Shares and holders of shares of Class A Common Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series J Shares and Class A Common Shares, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series J Liquidation Preference and the liquidation preferences of all other series of Preferred Shares, if any, which rank on a parity with the Series J Shares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

Section 6. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Series J Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment set forth in Section 7 hereof) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Class A Common Share is changed or exchanged.

Section 7. Certain Adjustments. In the event the Corporation shall at any time declare or pay any dividend on Class A Common Shares payable in Class A Common Shares, or effect a subdivision or combination or consolidation of the outstanding Class A Common Shares (by reclassification or otherwise than by payment of a dividend in Class A Common Shares) into a greater or lesser number of shares of Class A Common Shares, then, in each such case, the amounts set forth in Sections 2(A), 3(A), 5(A) and 6 hereof with respect to the multiple of (i) cash and non-cash dividends, (ii) votes, (iii) the Series J Liquidation Preference and (iv) an aggregate amount of stock, securities, cash and/or other property referred to in Section 6 hereof, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Class A Common Shares outstanding immediately after such event and the denominator of which is the number of Class A Common Shares that were outstanding immediately prior to such event.

Section 8. Ranking. The Series J Shares shall rank pari passu with (or if determined by the Directors in any vote establishing any other series of Preferred Shares, either senior or preferred to or junior and subordinate to as the case may be) each other series of Preferred Shares of the Corporation with respect to dividends and/or preference upon liquidation, dissolution or winding up.

Section 9. Redemption. Series J Shares may be redeemed by the Corporation at such times and on such terms as may be agreed to between the Corporation and the redeeming stockholder, subject to any limitations which may be imposed by law or the Charter.

Section 10. Amendment. The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series J Shares so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series J Shares, if any, voting together as a single class.

Section 11. Fractional Share. Series J Shares may be issued by fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series J Shares.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf on this_____ day of _____, by its President who acknowledges that these Articles Supplementary are the act of the Corporation and that to the best of his knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles Supplementary are true in all material respects.

Certificate No. R- ____________ Rights

NOT EXERCISABLE AFTER NOVEMBER 11, 2028 OR EARLIER UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT OR IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, AT $.01 PER RIGHT (PAYABLE IN CASH OR OTHER CONSIDERATION) ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]^*

This certifies that ____________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 13, 2018 (the "Rights Agreement"), by and between Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"), and COMPUTERSHARE INC., a Delaware corporation (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time) on November 11, 2028 (the "Expiration Date"), except as hereinafter provided, at the office or offices of the Rights Agent designated for such purpose, one one-hundredth of a fully paid, nonassessable share of the Series I Participating Preferred Shares, par value $.01 per share ("Preferred Shares"), of the Corporation, at a purchase price of $85.00 per each one one-hundredth share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase set forth on the reverse side hereof and the certificate contained therein duly executed. The number of Rights evidenced by this Right Certificate (and the number of one-hundredths of a share which may be purchased upon the exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 12, 2018, based on the shares of Preferred Shares of the Corporation as constituted at such date.

As provided in the Rights Agreement, the Purchase Price and the number of Preferred Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

In the circumstances described in Section 11(a)(ii) of the Rights Agreement, the securities issuable upon the exercise of the Rights evidenced hereby shall be the Original Common Shares and/or other securities of the Corporation. In the circumstances described in Section 13 of the Rights Agreement, the securities issuable upon the exercise of the Rights evidenced hereby shall be the common stock or similar equity securities of an entity other than the Corporation.

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the office or offices of the Rights Agent designated for such purpose and at the Corporation's principal offices and may be obtained by the holder of any Rights upon written request to the Corporation's Secretary.

This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, with the Form of Election to Purchase and the certificate set forth on the reverse side hereof duly executed, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing the Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Corporation at any time at a redemption price of $.01 per Right, payable in cash or other consideration as set forth in the Rights Agreement (which amount is subject to adjustment as provided in the Rights Agreement.)

No fractional Preferred Shares (or other securities) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are an integral multiple of one one-hundredth of a share of Preferred Shares), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

Dated as of ________________.

URSTADT BIDDLE PROPERTIES INC.

By: ______________________________

Name:

Title:

ATTEST:

[Seal]

________________________________
Name:

Title:

Countersigned:

COMPUTERSHARE INC., as Rights Agent

By: ____________________________

Name:

Authorized Signatory

Date of Countersignature:

whose social security or tax identification number is: ______________________, the Rights evidenced by this Right Certificate, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint ___________________________, Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: _________________________, ____________.

____________________________

Signature

(Signatures to the foregoing Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.)

Signature Guaranteed:

The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being held, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof and is not otherwise a Disqualified Transferee (as such terms are defined in the Rights Agreement).

Signature

(To be executed if the holder desires to exercise the Common Stock Right Certificate.)

To Urstadt Biddle Properties Inc.:

The undersigned hereby irrevocably elects to exercise _________________________ Rights represented by this Right Certificate to purchase Preferred Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:

Please insert social security
or other identifying number: _____________________

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

If such number of Rights shall not be all of the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security or other identifying number: __________________

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

Dated: _____________________, __________

____________________________
Signature

(Signatures to the foregoing Election to Purchase and the following certificate must conform in all respects to the name of the holder as specified on the face of this Right Certificate)

Signature Guaranteed:

Dated:

In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchaser will not be honored.

 WITNESS the facsimile signature of the proper officers of the Corporation.

Dated as of ________________.

URSTADT BIDDLE PROPERTIES INC.

By: ___________________________

Name:

Title:

ATTEST:

[Seal]

________________________________
Name:

Title:

Countersigned:

COMPUTERSHARE INC., as Rights Agent

By: ____________________________

Name:

Authorized Signatory

Date of Countersignature:

FOR VALUE RECEIVED ______________________ hereby sells, assigns and transfers unto ______________________________________________________________________________
 (Please print name and address of transferee)
______________________________________________________________________________

whose social security or tax identification number is: ______________________, the Rights evidenced by this Right Certificate, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint ___________________________, Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: _________________________, ____________.

  Signature

(Signatures to the foregoing Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.)

Signature Guaranteed:

The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being held, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof and is not otherwise a Disqualified Transferee (as such terms are defined in the Rights Agreement).

Signature

(To be executed if the holder desires to exercise the Class A Common Stock Right Certificate.)

To Urstadt Biddle Properties Inc.:

The undersigned hereby irrevocably elects to exercise _________________________ Rights represented by this Right Certificate to purchase Preferred Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:

Please insert social security or other identifying number: _____________________

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

If such number of Rights shall not be all of the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security or other identifying number: __________________

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

Dated: _____________________, __________

  Signature

(Signatures to the foregoing Election to Purchase and the following certificate must conform in all respects to the name of the holder as specified on the face of this Right Certificate)

Signature Guaranteed:

The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof and is not otherwise a Disqualified Transferee (as such terms are defined in the Rights Agreement).

Dated:

In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchaser will not be honored.