NUMBER [Drawing of Eagle] SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
URSTADT BIDDLE PROPERTIES INC.
Fully Paid and Non-Assessable Shares of 8.5% Series C Senior Cumulative Preferred Stock, Par Value $0.01 Per Share
THIS CERTIFIES THAT is the owner of
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--------------------------------------------------------------------------------------- Shares of the
8.5 % Series C Senior Cumulative Preferred Stock, par value $0.01 per share, of the Corporation transferable only
on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender
of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate
to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation
this _____________ day of ________________ A.D. ______
[SEAL]
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TREASURER PRESIDENT
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE
A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND, WITH
RESPECT TO THE CLASSES OF STOCK WHICH MAY BE ISSUED IN SERIES, THE VARIATIONS IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SUCH SERIES, SO
FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD
OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF
SUBSEQUENT SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION
AT ITS PRINCIPAL OFFICE.
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY. THE CORPORATION WILL FURNISH ANY STOCKHOLDER
UPON REQUEST AND WITHOUT A CHARGE A FULL STATEMENT OF THE RESTRICTIONS ON
TRANSFERABILITY. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION AT
ITS PRINCIPAL OFFICE.
IN ORDER TO ENSURE THAT THE CORPORATION WILL CONTINUE TO MEET THE REQUIREMENTS
FOR QUALIFICATION AS A "REAL ESTATE INVESTMENT TRUST" UNDER THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), THE CORPORATION HAS THE RIGHT TO REDEEM
ALL OR ANY PORTION OF THIS SECURITY FROM THE HOLDER AT ANY TIME SUBJECT TO THE
TERMS AND CONDITIONS OF THE CORPORATION'S CHARTER.
THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF (I) A REGISTRATION
RIGHTS AGREEMENT, DATED AS OF MAY 29, 2003, BY AND AMONG THE CORPORATION AND THE
INITIAL PURCHASERS AS ATTORNEYS-IN-FACT FOR THE PURCHASERS OF OUR SERIES C
PREFERRED STOCK (THE "REGISTRATION RIGHTS AGREEMENT") AND (II) SUBSCRIPTION
AGREEMENTS BY AND AMONG FERRIS, BAKER WATTS, INCORPORATED AND STIFEL, NICOLAUS &
COMPANY, INCORPORATED, AS INITIAL PURCHASERS, AND EACH PURCHASER OF OUR SERIES C
PREFERRED STOCK (EACH A "SUBSCRIPTION AGREEMENT"). COPIES OF EACH SUBSCRIPTION
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT ARE ON FILE AND AVAILABLE FROM
THE CORPORATION.
For Value Received, _________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Shares NOTICE. THE SIGNATURE OF THIS
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represented by the within Certificate and do hereby NAME AS WRITTEN UPON THE FACE OF THE
irrevocably constitute and appoint CERTIFICATE, IN EVERY PARTICULAR,
Attorney WITHOUT ALTERNATION OR
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to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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In presence of
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