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Regulatory Filings • Feb 6, 2022

NO. 571 P.2

ARTICLES OF INCORPORATION

OR

UNITED MOBILE HOMES, INC.

The undersigned, baing a satural person and soting as incorporator, aloca hereby form a The underlighed, buttify it interest partici for sentifying of the Maryland General Corporation Law.

ARTICLE I

INCORPORATOR

The name of the incorporator is Anna T. Chew.

The incorporator's address, including the street and number, if any, including the county or municipal area, and including the state or county, is: c/o United Mobile Home, Inc., Juniper of multiness Plaza, and moreling and saits 3-C, Freehold, Moumouth County, New Jersey 07728.

The incorporator is at least eighteen years of age.

The incorporator is forming the corporation named in these Articles of Incorporation (the " Corporation Law.

ARTICLE II

NAME AND DURATION

The name of the corporation is UNITED MOBILE HOMBS, INC. (the "Corporation"). The duration of the Corporation shall be perpetual.

ARTICLE III

PURPOSES

PURPOSE OF THE CORPORATION SECTION 1

(a) Authorization. The purposes for which the Corporation is formed are:

CUST ID: 8081152755
NORK ORDER: 8586756315
DATE: 06-23-2603 64:43 PM
ANT. PAID:8428.88

KOMPOSA

STATE OF MARYLAND
, I hereby certify that this is a trie and complete,copy of the
page documents on file in this office. DATED:
STAZE DEPARTMENT/OF ASSESSMENTS AND TAXATION 8% :
This stamp/replaces our previous certification system. Effective: 6/95

To engage in the business of a real estate investment trust (1) ("REIT") as that temn is defined in the Internal Rovenue Code of 1986, as ( " rear " ) or any successor statute (the "Code") at any time prior to the occurrence of the Restriction Termination Date, if any, as defined in Article V, Section 2;

(ii) To engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland now or hereater in be organized and the Maryland General Corporation Law, and to do all things and exercise all powers, rights and privileges that a business corporation may now or hereafter be organized or authorized to do or to exercise under the laws of the State of Maryland; and

(iii) To engage in any one or more businesses or transactions, or to scquire all or any portion of any entity engaged in any one or more businesses which the Board of Directors may from time to time suthorize or approve, whethar or not related to the business described elsewhere in this Article III or to would of usiness at the time or theretofore engaged in by the Corporation.

General. The foregoing councented purposes and objects shall be in no way (b) limited or restricted by reference to, or inference from, the tenns of any other clause of this or minted of resulted by returned to, essen shall be regarded as independent; and they are intended to be and shall be ocustived as powers as well as purposes and objects of the mounted to be a shall be in addition to and not in limitation of the general powers of corporations under the general laws of the State of Maryland, including the Maryland General Corporation Law,

ARTICLE IV

PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT

The present address of the principal office of the Corporation in the State of Maryland is 300 Bast Lombard Street, Baltimore, Maryland 21202. The name and address of the resident agent of the Corporation in the State of Maryland are The Corporation Trust Insorporation 200 agent of the Corporation in the State of State of Sec. Attachment A for the signed Statemant Bast Louisent of Serve as Registered Agent excouted by The Corporation Trust Incorporated.

ARTICLE V

CAPITAL STOCK

AUTHORIZED CAPITAL STOCK. SECTION 1

(a) Authorized Shares. The total number of shares of capital stock of 800 of classes that the Corporation has authority to issue is 23,000,000 initially classified as 20,000,000 shares of

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common stock, par value \$0.10 per share (the "Common Stock"), and 3,000,000 shares of excess stock, par value \$0.10 per share (the "Excess Stock").

The aggregate par value of all authorized shares of stock having par value is initially \$2,300,000. If shares of one class of stock are olassified or reclassified into shares of another olass of stock pursuant to this Article V, the mumber of succes of the former class stall be automatically decreased and the number of shares of the latter class shall be sutomatically increased, in cach case by the number of shares so classified or recisssified, so that the aggregate number of shares of stock of all classes that the Corporation has suthority to issue shall not be more than the total number of stock set forth in the first sentence of the prior paragraph.

A majority of the entire Board of Directors, without action by the stockholders, may amond the Charter to increase or decreess the aggregate mumber of suthorized shares of stock of the number of shares of stock of any class that the Corporation has authority to issue.

The Common Stock and the Excess Stock shall each constitute separate classes of capital stock of the Corporation.

Terminology. All olasses of capital stock except Excess Stock are raferred to (b) herein as "Bquity Stock;" all olsases of capital stock including Excess Stock are referred to herein as "Stock."

SECTION 2 STOCK.

Until the "Restriction Termination Date," as defined below, all Bquity Stock shall be subject to the following restrictions and limitations intended to preserve the Corporation's status as a REIT.

Definitions. As used in this Article V, the following terms shall have the (8) indicated meanings:

"Beneficial Ownership" or "Beacticially Own" shall mean ownership of Bquity Stock by a Person who would bo trasted as an owner of such Equity Stock alther directly or constructively through the spplication of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The tarms "Beneficial Ownership" and "Beasticially Own" and "Benchicially Owned" and "Beneficial Owner" shall have the correlative meanings.

"Beneficiary" shall moan a benaficiary of the Trust as determined pursuant to Section 5(f) of this Article V.

"Charitable Beneficiary" shall mean one or more beneficiaries of the Trust as determined pursuant to Section 5(b)(ii) of this Article V, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must bs aligible for deduction under each of Sections 1700)(1){A), 2055 and 2522 of the Code.

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"Constructive Ownership" or "Constructively Own" shall mean ownership of Bquity Stock by a Person who would be treated as an owner of such Equity Stock ether directly or indirectly through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Ownership" and "Constructively Own," "Constructively Owned" and "Constructive Owner" shall have the correlative meanings.

"Market Price" shall mean the last reported sales prive reported on the American Stock Exchange ("AMEX"), of Bquity Stock on the trading day immediately proceding the relevant date, or if not then traded on AMEX, the last reported sales price of Bquity Stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which Bquity Stock may be traded, or if not then traded over any exchange or quotation system, then the market price of Bquity Stock on the relevant date as determined in good faith by the Board of Directors of the Corporation.

"Ownership Limit" shall mean 9.8% in value or in number of shares of the outstanding Equity Stock, whichever is more restrictive. The number and value of the Rquity Stock of the Corporation shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes.

"Person" shall mosn an individual, corporation, limited lisbility company, partnership, estato, trust (insluding a trust qualified under Section 401 (a) or 501(o)(17) of the Code), a portion of a trust permanently set aside for or to be used exolusively for the purposss described in Scotion 642(o) of the Code, essociation, private foundation within the meaning of Section 509(s) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Bxchange Act of 1934, as amended.

"Purported Beneficial Transferee" shall mosn, with respect to say purported Transfer that results in Excess Stock as described below in Section 5 of this Article V, the purparted beneficial transferce for whom the Purpated Record Transferce would have acquired Equity Stock if such Transfer had been valid under Section 2(b) of this Article V.

"Purported Record Transferee" shall mean, with respect to any purported Transfer which results in Bxcess Stock, the Person who would have been the record holder of Equity Stock if such Transfer had been valid under Section 2(b) of this Article V.

"Restriction Termination Date" shall mean the effective date, if any, for revocation or termination of the Corporation's REIT alection pursuant to Section 856(g) of the Code, as specified in a resolution of the Bourd of Directors of the Corporation determining that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT. If no such affective date is specified in such resolution, the Restriction Termination Date shall be the date such revocation or termination otherwise hecomes effective.

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"Transfer" shall mean any sale, transfer, gift, assignment, devise or other disposition of Equity Stock (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Equity Stock or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Equity Stock), whother voluntary or involuntary, whother of resord beneficially or constructively (including but not limited to transfers of interests in other entitles that result in changes in Beneficial Ownership or Constructive Ownership of Equity Stock), and whether by operation of law or otherwise. The terms "Transfers" and "Transferred" shall have the correlative meanings.

"Trust" shall mean the trust created pursuant to Section 5(b) of this Article V.

"Trustee" shall mean any Person that is unaffiliated with the Corporation, the Purported Beneficial Transferse, and the Purported Record Transferes, that the Corporation spooling to serve as trustee pursuant to Section 5 of this Article V.

Ownership Limitation and Transfer Restrictions with Respect to Equity Stoal . e

(i) Except as provided in Section 2(f) of this Article V, prior to the Restriction Termination Date, no Person shall Beneficially Own or Constructively Own shares of Bquity Stock in excess of the Ownership Limit.

(if) Except as provided in Section 2(f) of this Article V, prior to the Restriction Termination Date, any Transfer that, if effective, would result in any Person Beneficially Owning or Coastructively Owning Bquity Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of such Bquity Stock that would be otherwise Benoficially Owned or Constructively Owned (as the caso may be) by such Person in excess of the Ownership Limit; and the Purported Record Transferee (and the Purported Bemeficial Transferec, if different) shall acquire no rights in such excess shares of Equity Stock.

(ii) Except as provided in Section 2(f) of this Article V, prior to the Restriction Tormination Date, any Transfer that, if effective, would result in the outstanding Bquity Stock being Benaficially Owned by less than 100 Persons (determined under the principles of Section 856(s)(5) of the Code) shall be void ab initio as to the Transfer of such Equity Stock that would be otherwise Beneficially Owned by the transferee; and the Purported Record Transferes (and the Purported Beneficial Transferee, if different) shall soquire no rights in such shares of Equity Stock.

(iv) Prior to the Restriction Termination Date, any Transfer that, if offective, would result in the Corporation baing "closely held" within the meaning of Section 856(b) of the Code, or would otherwise result in the Corporation failing to qualify as a REIT, shall be void ab initio as to the Transfer of the shares of Equity Stock that would cause the Corporation to be "closely held" within the meaning of Section 856(b) of the Code or otherwise to fail to qualify as a RBTT, as the case may be; and the Purported Rocord Transferse (and the Purported

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Benoficial Transferce, if different) shall acquiro no rights in such shares of Equity Stock.

(v) If the Board of Directors or its designee shall at any time determine in good faith that a Transfer of Equity Stock has taken place in violation of this Section 2(b) or that a Person intends to soquire or has attempted to acquire Beneficial Ownership (determined without reference to any rules of sttribution) or Constructive Ownership of any Bquity Stock of the Corporation in violetion of this Section 2(b), the Board of Directors or its designee shall take such action as it decime advisable to refuse to give effect to or to prevent such Transfer, including but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting processings to enjoin such Transfer, provided, however, that any Transfers or attempted Transfers in violation of Section 2(b)(ii), Section 2(b)(iii) or Section 2(b)(iv) of this Article V shall automatically result in the conversion and exchangs dessribed in Section 2(c), itrespective of any action (or non-sction) by the Board of Directors, except as provided in Section 2(f) of this Article V.

Automatio Conversion of Equity Stock into Excess Stock. Subject to Section 5(s) তু of this Article V below:

(i) notwithstanding the other provisions contained in this Article V, st any time prior to the Restriction Termination Dete there is a purported Transfer or other change in the espital structure of the Corporation such that any Person would Beneficially Own or Coustructively Own Bquity Stock in excess of the Ownership Limit, then, except as otherwise provided in Section 2(1) of this Article V, such shares of Bquity Stock in excess of the Ownership Limit (rounded up to the nearest whole share) shall sutomatically (and without action by the Corporation or by any purported Transforor, Purported Record Transferco or Purported Bemoficial Transferee of such Equity Stock, in the case of a Transfer) be converted into and exchanged for an equal number of shares of Excess Stock. Such conversion and exchange shall be effective as of the close of business on the business day prior to the date of the purported Transfer or change in capital structure. The shares of Bquity Stock converted into and exchanged for Excass Stock shall be cancelled and deemed to be shares of suthorized and unissued Equity Stock of the same class as such stock had been immediately prior to it becoming Excess Stock.

(il) notwithstanding the other provisions contained in this Article V, st any time prior to the Restriction Tennination Date there is a purported. Transfer or other change in the capital structure of the Corporation that, if effective, would result in the outstanding Bquity Stock being owned beneficially by less than 100 persons (as determined under the principals of Section 856(a)(5) of the Code), or would cause the Corporation to become "closely held" within the meaning of Section 856(h) of the Code or would otherwise cause the Corporation to fall to qualify as a REIT, then the shares of Bquity Stock being Transferred, or resulting from any other change in the capital structure of the Corporation, that would

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result in the outstanding Equity Stock being owned beneficially by less than 100 persons (as determined under the principals of Section 856(a)(5) of the Code), or would cause the Corporation to be "olosely held" within the meaning of Section 856(b) of the Code or would otherwise cause the Corporation to fail to qualify as a REIT, as the case may be, (rounded up to the nearest whole share) shall automatically (and without any sction by the Corporation or by any purported Transferor, Purported Record Transferee or Purported Beneficial Transferee of such Equity Stock, in the case of a Transfer) be converted into and exchanged for an equal mimber of abares of Excess Stock. Such conversion and exchange shall be effective as of the close of business on the business day prior to the date of the purported Transfer or change in ospital structure. The shares of Equity Stock converted into and exchanged for Excess Stock shall be cancelled and decured to be shares of suthorized and unissued Equity Stock of the same class as such stock had been immediately prior to it becoming Excess Stock.

(d) The Corporation's Right to Redeem Stock. The Corporation ahall have the right to receam any Stock that is Transferred, or is attempted to be Transferred, in violation of Session 2(b) of this Article V, or which has become shares of Excess Stock as provided in Section 2(c) of this Article V, at a price per share equal to the lesser of (i) the price per share in the transsadion that created such violation or sttempted violation (or, in the osse of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price of the class of Equity Stoak to which such shares of Bxcess Stock ralate on the date the Corporation, or its designee, gives notice of such redemption. The Corporation ahall have the right to redessmany Stock described in this Section for a pariod of 90 days after the later of (1) the date of the Transfer or ettempted Transfer or (ii) the date the Board of Directors determines in good faith that a Transfer has occured, if the Corporation does not receive a notice of such Transfer pursuant to Section 2(s) of this Article V.

Notico Requirements and General Authority of the Board of Directors to (e) Implement RBIT-Related Restrictions and Limitations.

(i) Stock in violation of Section 2(b) of this Article V, and any Person who is a Purported Record Transferes or a Purported Beneficial Transferee such that Equity Stock proposed to be sequired is converted into Excess Stock under Section 2(c) of this Article V, shall immediately give written notice or in the svent of a proposed or sttempted Transfer, give at least 15 days' prior written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Corporation's status as a RRIT.

(ii) Prior to the Restriction Termination Date, every Beneficial Owner or Constructive Owner of more than 5.0% (or such other percentage, between 0.5% and 5.0%, as provided in the income tex regulations promulgated under the Code) of the number or value of outstanding Equity Stock of the Corporation shall, within 30 days after December 31 of each year, give written notice to the

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Corporation stating the name and address of such Bencficial Owner of Constructive Owner, the number of shares of Equity Stock Beneficially Owned or Constructively Owned as of each dividend record date within the preceding fiscal year, and a description of how such shares are held. Each such Beneficial Owner or Constructive Owner shall provide to the Corporation the additional information that the Corporation may ressonably request in order to determine the affect, if any, of such Beneficial Ownership or Constructive Ownership on the Corporation's status as a REIT.

(iii) Prior to the Restriction Termination Date, each Person who is a Beneficial Owner or Constructive Owner of Equity Stock and each Person (including the stockholder of record) who is holding Bquity Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation the information that the Corporation may reasonably request, in good faith, in order to determine the Corporation's status as a REIT, to comply with the requirements of any taxing suthority or governmental agency or to determine any such complianos.

(IV) Bach certificate for Equity Stock to be issued by the Corporation hereafter will bear substantially the following logend:

"The securities represented by this Certificato are subject to restrictions an ownership and Transfer for the purpose of the Corporation's maintenance of its status as a "Real Estate Investment Trust" under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursusat to the Charter of the Corporation, no Person may Beneficially Own or Constructively Own Aquity Stock in excess of 9.8% (in value or in number of shares of Bquity Stock, whichever is more restrictive) of the outstanding Equity Stock of the Corporation, with firther restrictions and exceptions set forth in the Charter of the Corporation. There may be no Transfer that would cause a violation of the Ownership I.imit, that would result in Equity Stock of the Corporation baing Beneficially Owned by fower than 100 Persons, that would result in the Corporation's being "closely held" under Section 856(b) of the Code, or that would otherwise result in the Corporation failing to qualify as a REIT. Any Person who stempts or proposes to own, Beneficially Own or Constructively Own Bquity Stock in excess of, or in violation of, the above limitations must notify the Corporation in writing at least 15 days prior to such proposed or attempted Transfor to such Person. If an attempt is made to violate these restrictions on Transfers, (i) any Purported Transfer will be void and will not be recognized by the Carporation, (ii) the Corporation will have the right to redeem the Stock proposed to be Transferred, and (ili) the Stock represented hereby generally will be automationly converted into and exchanged for Excess Stock, which will be hald in trust by the Trustee in part for the benefit of a Charitable Beneficiary. All ospitalized terms in this legend have the meanings defined in the Charter of the Corporation, a copy of which, including the restrictions on ownership and Transfer, will be sent without charge to each stockholder who directs a request for such information to the Chairman of the Board of the Corporation."

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(v) Subject to Section 2(f)(v) of this Article V, nothing contained in this Article V shall limit the suthority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders by preservation of the Corporation's status as a REIT.

(D Exemptions.

(i) Notwithstanding saything to the contrary contained in this Charter, upon receipt of a ruling from the Internal Revenue Service or an opinion of counsol or other evidence or conditions satisfactory to the Board of Directors in its sole and absolute discretion, the Board of Directors may in its sole and absolute discretion exempt cartain Persons from the ownership limitations by reason of their status under the Internal Revenue Code in that ownership by such Persons would not disqualify the Corporation as a RRIT under the Code.

(ii) Notwithstanding snything to the contrary contained in this Charter, the Board of Directors may in its sole and absolute discretion authorize the issuance and sale of Bquity Stock (or securities convertible into or exchangesble for Bquity Stock) from the Corporation to any Person in connection with capital formation activities, subject to such conditions as the Board of Directors may, in its sole and absolute discretion, dasm appropriate, even if as a result of such issuance such Person's ownership of Bquity Stock would violate the Ownership Limit. The Board of Directors may, in its sole and absolute discretion, rely upon receipt of a ruling from the Internal Revenue Service or an opinion of counsal or other evidence or canditions satisfactory to the Board of Directors in its sole and absolute discretion in determining that the Corporation will not loss its REIT status as a result of the issuance and the granting of the exemption hercin.

(ii) Notwithstanding anything to the contrary contained in this Charter, the Board of Directors may grant exemptions to Persons who might otherwise exceed the Ownership Limit, such as in the case of issuence of stock options approved by the stockholders or grants of stock under existing employment agreements or future employment agreements approved by the stockholders, provided the Corporation has reseived a ruling from the Internal Royance Service or on opinion of counsel or other evidence or conditions satisfactory to the Board of Directors, in its sole and absolute discretion, that the transaction will not result in the disqualification of the Corporation as a REIT under the Code.

(iv) Notwithstanding anything to the contrary contract in this Charter, the Board of Directors may in its solo and ebsolute disoretion grant exemptions from the ownership resuictions contained herein in the event that the Board of Directors has deemed that it is no longer in the Corporation's best interests to attempt to qualify, or continue to qualify, as a REIT under the Code. The Board of Directors shall file a cortificato to this effect with the Corporation's transfor agent and registrar declaring that the restrictions on transfer are no longer spolicable. Until such time, the restrictions shall remain in effect.

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(v) transaction entered into through the facilities of any interdealer quotation system or national securities exohenge upon which Bquity Stock is traded. of motions seen not previous sentence, certain transactions may be settled by providing Excess Stock as set forth in this Article V.

(vi) underwriter which participates in a public offering or a private placement of Bouity Stock (or securities convertible into ar exchangesble for Equity Stack) may Beneficially Own or Constructively Own shares of Bquity Stock (or may included into or exchangesble for Equity Stock) in excess of the a Ownership Limit but only to the extent necessary to facilitate such public offering o withing anament or to support such offering or placement in the aftermarket.

(E) Sayings Provision. If any of the restrictions on transfer of stock connained in this Article are detarmined to be vold, invalid or unenforceable by any court of competent Junistics of on the Purported Record Transfereo or the Purported Beacticial Transferee may be desmed, at the option of the Corporation, to have acted as an agent of the Corporation in acquiring with Bquity Stock and to lold such Equity Stock on behalf of the Corporation. In anch scripting such Lucky Droad Transfere or Purported Beneficial Transfered, as the case may be, cool, all I arported or otherwise dispose of such Equity Stock if directed to do so by the Corporation. All proceeds resulting from such sale, transfer or disposition in excess of the leaser of (i) the processionaling Purported Record Transferes or Purported Beneficial Transferes (or, in the osse of a device or gift, the Market Price at the time of such devise or gift I ransmos (u, an the bass of a class of Bquity Stock on the date the Carporation, as its designed, notifies the Puported Record Transfere or the Purported Beacticial Transfores to Scil, Lamarder montal in a portion receivery Stock shall be paid to, or as directed by, the Corporation.

SECTION 3 CLASSIFICATION AND RECLASSIFICATION OF STOCK.

(a) Power of Board to Classify or Reclassify Stock. The Board of Dressors shall have the power, in its sole and absolute discretion, to classify or reclassify any uniseed Stock, whether now or hereafter suthorized, by setting, altoring or eliminating in any one or more whouse now of time, before the issuance of such Stock, any fearing of such Stock, you including, but not limited to, the designation, proferences, conversion or other rights, voting powers, qualifications and terms and conditions of redemption of, and limitations as to dividends powers, qualifornial and more of the Board of the Board of Directors of Chirectors on beating and any of the shares of capital stock shall include, without limitation, subject to the recalled any of the Charter, authority or reclassify any unlessify any unlessed about of the lock provisions of the Classes of preference Stock, proference Stock or other Stock or check and to the a bass of classify shares of any cleas into one or more series of such olass, by determining, fixing or altering one or more of the following:

(i) of shares which constitute such class or series; provided that, miless of the of suares would comments have of say other class or series, the mimber of abseres promotion by the terms of seen of be the Board of Directors in connection

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with any classification or reclassification of unissued shares and the number of shares of such class or scries may be increased by the Board of Directors in oonnection with any such classification or reclassification, and any shares of any class or series which have been redeemed, otherwise sequired or converted into shares of Common Stock or any other class or series shall become part of the authorized capital stock and be subject to classification and reclassification as provided in this subparagraph.

(ii) Whether or not and, if so, the rates, smounts and times at which, and the conditions under which, dividends shall be payable on shares of such class or series, whether any such dividends shall rank senior or junior to or on a parity with the dividends psysble on any other class of stock, and the status of any such dividends as cumulative, cumulative to a limited extent or noncumulative and as participating or non-participating.

(iii) Whether or not shares of such class or series have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights.

(iv) Whether or not shares of such class or series have conversion or exchange privileges and, if so, the terms and conditions thereof, including provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors may determine.

(v) Whether or not shares of such olses or series will be subject to redemption and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they will be redecinable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether or not there will be any sinking fund or purchase account in respect thereof, and if ao, the trans thereof.

(vi) The rights of the holders of shares of such class or series upon the liquidation, dissolution or winding up of the sffers of, ar upon any distribution of the sasets of, the Corporation, which rights may very depending upon whicher such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and whether such rights will rank senior or junior to or on a parity with such rights of any other class or series of stock.

(vii) Whether or not there will be any limitations spplicable, while shares of such class or series are outstanding, upon the payment of dividends or making of distributions on, or the scquisition of, or the use of moneys for purchase or redemption of, say stock of the Corporation, or upon suy other action of the Corporation, including astion under this subperagraph, and, if so, the tarms and conditions thereof.

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(viil) Any other preferences, rights, restrictions, including restrictions on transforability, and qualifications of shares of such class or series, not inconsistent with law and the Charter of the Corporation.

Any of the terms of any class or series of stock set or changed pursuant to this Section 3(s) may be made dependent upon facts ascertainsblo outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class of stock is clearly and expressly set forth in the articles supplementary filed with the State Department of Assessments and Taxation of Maryland.

(b) Ranking of Stock. For the purposes hareof and of any articles supplementary to the Charter providing for the classification or reclassification of any shares of ospital stock or of say other charter document of the Corporation (unless otherwise provided in any such artisles or document), any class or series of stock of the Corporation shall be deemed to rank:

(i) Prior to another olass or series edition as to dividends or upon liquidation, if the holders of such class or series are entitled to the reveint of dividends or of amounts distributable on liquidation, dissolution or winding up, as the case may be, in preference or priority to holders of such other class or series.

(ii) on a parity with another class or series either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation price per share thereof be different from those of such others, if the holders of such class or series of stock are entitled to reseipt of dividends or amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or redemption of liquidation prices, without professor or priority over the holders of such other class or series.

(iii) Junior to snother class or secies alther as to dividends or upon liquidation, if the rights of the holders of such class or series are subject or subordinate to the rights of the holders of such other class or series in respect of the receipt of dividends or the amounts distributable upon liquidetion, dissolution or winding un, as the case may be.

SECTION 4 COMMON STOCK

Subject to the provisions of Sections 2 and 5 of this Article V. the Common Stock shall have the following designation, proferences, conversion or other rights, voting powers, quelifications and tamas and conditions of redemption, limitations as to dividends and any other restrictions, and such others as may be afforded by law:

(s) Voting Rights. Subject to astion, if eny, by the Board of Directors, pursuant to Section 3 of this Article V, cach share of Common Stock shall have one vote, and, except as otherwise provided in respect of any class of Equity Stack hercafted or reclassified, the

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exclusive voting power for all purposes shall be vested in the holders of the Common Stock. Shares of Common Stock shall not have cumulative voting rights.

(b) Dividend Rights. After provision(s) with respect to preferential dividends on any then outstanding classes of Equity Stock, if uny, fixed by the Board of Directors pursuant to Section 3 of this Article V shall have been satisfied, and after satisfaction of any other requirements, if any, including with respect to redemption rights and preferences, of any such classes of Equity Stock, then and thereafter the holders of Common Stock shall be ontitled to receive, pro rata in relation to the number of ahares of Common Stock hald by them, such dividends or other distributions as may be suthorized from time to time by the Board of Directors and declared by the Corporation out of funds legally available therefor.

(c) Liquidation Rights. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the proferential smounts, if any, fixed pursuant to Section 3 of this Article V, to be distributed to the holders of eny then outstanding Equity Stock, and subject to the right, if any, of the holders of any outstanding Bquity Stock to participate firmer in any liquidating distributions, all of the sascts of the Corporation, if any, remaining, of whatever kind available for distribution to stockholders after the foregoing distributions have been made shall be distributed to the holders of the Common Stack, ratably in proportion to the mumber of common Stock held by them. For purposes of making liquidating distributions pursuant to this Section 4(c) of this Article V, Excess Stock anall be included as part of the Common Stock to the extent provided in Section 5(o) of this Article V below.

Conversion Rights. Esch shore of Common Stock is convertible into Excess (d) Stock as provided in Section 2(c) of this Article V. At all times, the Corporation shall have a sufficient number of anthorized, but unissued, shares of Baulty Stock to parmit the exchange of shares of Excess Stock for shares of Bquity Stock as contemplated by Section 5(1) of this Article V.

SECTION 5 EXCESS STOCK

(a) Condition to Issuence. The provisions of this Article V to the contrary notwithstanding, the sutomation and exchange of certain Bquity Stock into Excess Stook in the circumstances provided for in Section 2(c) of this Article V shall be deemed not to have occurred, numo pro tuno, if the Corporation shall have determined, in the sols and absolute discretion of the Board of Directors, that the issuance by the Corporation of Excess Stock would cause the Corporation to fail to satisfy the organizational and operational requirements that must be met for the Corporation to qualify for treatment as a RBIT.

Ownership of Excess Stock in Trust (b)

(i) Upon any purported Transfer that results in Excess Stock pursuant to Section 2(0) of this Article V, such Excess Stack shall be held, in book entry form, in the name of the Trustes in Trust for the exclusive benofit of (i) and or more Charitable Beneficiaries and (il) such Beneficiary or Beneficiaries to whom an interest in such Excess Stock may later be transferred pursuant to Section 5(1)

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of this Article V. Excess Stock so held in Trust shall be issued and outstanding Stack of the Corporation. The Purported Record Transferes ahall have no rights in such Excess Stock except the right to designate a transferee of such Excess Stock upon the terms specified in Section 5(1) of this Article V. The Purported Beneficial Transfores shall have no rights in such Excess Stock except as provided in Section 5(f) of this Article V.

(ii) By written notice to the Trustee, the Corporation must designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the shares of Excess Stock hald in the Trust would not violate the restrictions set forth in Section 2(b) of this Article V in the hands of such Charltable Beneficiary and (ii) each such organization must be described in Section 501(s)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

No Voting Rights. Except as required by law, Excess Stack shall not be sutified e to vote on any matters. Subject to applicable law, any vote cast by the Purported Record Transferee in respect of shares of Excess Stock prior to the discovery that shares of Equity Stock had been converted into Excess Stook, shall be void ab initic.

(d) Dividend Rights. Subject to the provisions of this Section 5(d) of this Article V, Excess Stock will be entitled to receive dividends equal to the dividends declared on any class of Equity Stock from which the Excess Stock had been converted, and a declaration of dividends on such class of Bquity Stock will also constitute a declaration of dividends on the Excess Stock. The Trustee will have all rights to dividends or other distributions with respect to allares of Excess Stock held in the Trust, which rights will be axeroised for the exclusive beacht of the Charliable Bensficiary. Any dividend or other distribution paid prior to the discovery by the Corporation that the shares of Equity Stook had been converted into Excoss Stock and transferred to the Trustes must be paid with respect to such shares of Bxcess Stock to the Trustee by the Purported Record Transferse or the Purported Beneficial Transfered to Transfor such Bquity Stook upon demand and any dividend or other distribution suthorized but umpsid must be paid when due to the Trustee. Any dividends or distributions so paid over to the Trustoo must be hold in trust for the Charitable Beneficiary. Notwithstanding the provisions of this Article V, until the Corporation has received notification that shares of Bquity Stock have been converted to Excess Block and transferred into a Trust, the Corporation will be entitled to rely on its shore transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and suthority of proxies and otherwise conducting yotes of stockholders.

(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the Corporation, the Truster, as holder of the Excess Stock in Trust, will be entitled to receive that portion of the assets of the Corporation that would have been distributed to the Bquity Stock in respect of which the Excess Stock was issued. The Trusted, as holder of the Excess Stock in Trust, must distribute ratably to the Beneficiaries of the Trust, when dotermined, any assets received in respect of the Excess Stock in any liquidation, dissolution or winding up of, or any distribution of the assets of, the

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Corporation, provided that any amounts per ahare in excess of (i) the price per share paid by the Purported Record Transferee or Purported Beneficial Transferco for the Equity Stock that resulted in Excess Stock or (i) if the Purported Record Transferce or Purported Beneficial Transforce did not give value for such Excess Stock (through gift, devise or other transaction), the price par share equal to the Market Price on the date of the purported Transfer that resulted in the Excess Stock, must be paid to the Charitable Beneficiary.

Restrictions on Transfer; Designation of Beneficiery. e

(i) Excess Stock is not transfershie. The Purported Record Transferse or Purported Beneficial Transferes may freely designate a Beneficiary of an interest in the Trust (representing the mumber of shares of Excess Stock held by the Trust attributeble to a purported Transfer that resulted in Exasses Stock), if the Excess Stock hold in the Trust would not be Excess Stock in the hands of such Beneficiary and the Purported Record Transferco or Purported Beneficial Transferee does not reseive consideration for designating such Beneficiery that reflects an amount nor ahere of Excess Stock that exceeds (x) the price per share that such Purported Record Transfarse or Purported Beneficial Transferes paid for the Baulty Stock in the purported Transfer that resulted in the Excess Stock, or (y) if the Purported Record Transferee or Purported Beneficial Transferes did not give value for such Excess Stock (through a gift, device or other transaction), the price per share equal to the Market Price on the date of the purported Transfer that resulted in the Excess Stock. Upon such transfer of an interest in the Trust, (A) the corresponding shares of Excess Stock in the Trust shall sutumatically be exchanged for an equal number of shares of Equity Stock of the same olses as such stock had been previously, immediately prior to it becoming Excess Stock, (B) such shares of Equity Stock shall be transterred of record to the transisces of the interest in the Trust if such Equity Stock would not be Excess Stock in the hands of such Beneficiary, and (C) the shares of Excess Stock exohanged for Bquity Stock shall be cancelled and shall be decmed to be authorized and unissued shares of Excess Stock. Prior to any transfer of any interest in the Trust, the Purported Record Transferse or Purported Beneficial Transforce must give advance notice to the Corporation of the intended transfer containing the identity of the intended transferee and any additional information requested by the Corporation, and the Corporation must have waived in writing its redemption rights under Section 2(d) of this Article V.

(ii) Notwithstanding the foregoing, if a Purported Record Transferse or Purported Beneficial Transferee receives a price for designating a Benafficiary of an interest in the Trust that exceeds the smounts allowsble under Section 5({}() of this Article V, such Purported Record Transforce or Purported Beansficial Transferee shall pay, or cause such Beneficiary to pay, such excess to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Equity Stock have been converted into Excess Stock and transferred to the Trustoc, such shares are sold by a Purported Record Transfered or Purported Beneficial Transferse, then (I) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported Record Transferee or

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Purported Beneficial Transferee received an amount for such shares that exceeds the amount allowable under Section 5(f)(i) of this Section V, such excess shall be paid to the Trustee upon demand.

(iii) waive any and all claims that they may have against the Trustee and the Trust arising out of the disposition of any shares of Excess Stock transfarred to the Trust, except for claims arising out of the gross negligence or willful misconduct of, or suy frilure to make payments in accordance with this Section 5(f)(til) of this Article V by, the Trustee or the Corporation.

SECTION 6 GENERAL PROVISIONS.

Interpretation and Ambiguities. The Bourd of Directors has the power to interpret (a) and to construe the provisions of this Article V, including any definition containce in Section 2, sad the Board of Directors has the power to determine the spplication of the provisions of this Article V with respect to any situation based on the facts known to it, and any such interpretation, construction and determination shall be final and binding on all interested partice, including the stockholders.

Severability. If my provision of this Article V or say epplication of any such e provision is determined to be void, invalid or uncaforceable by any court having jurisdiction over the issue, the validity and enforcesbility of the remaining provisions will not be affected and other applications of such provision will be affected only to the extent necessary to ocuraly with the determination of such court.

Charter and Bylaws. All persons who shall soquire stock in the Corporation aball র (৩) scquire the same subject to the provisions of the Charter and the Bylaws of the Corporation

ARTICLE VI

THE BOARD OF DIRECTORS

SECTION 1 AUTHORIZED NUMBER AND INITIAL DIRECTORS.

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The authorized number of directors of the Corporation initially shall be 9, which number may be increased or decreased pursuant to the Bylaws of the Corporation, but shall never be less than the minimum number permitted by the General Laws of the State of Maryland now or hereafter in force. The persons who shall serve as directors affectively immediately and until their successors are duly elected and qualified are as follows:

Brnest V. Bencivenga Anna T. Chow Charles P. Kaempffer Bugene W. Landy Samuel A. Landy

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James E. Mitchell Richard H. Molke Bugene Rothenberg Robert G. Sampson

At least three of the directors of the Corporation shall be Independent Directors (as defined in Section 2 of this Article VI). No decrease in the number of directors shall shorten the tem of any incumbent director.

SECTION 2 INDEPENDENT DIRECTORS

For the purpose of this Article VI, the term "Independent Directors" means the Directors of the Corporation who setisfy the requirements of Section 3-802 of the Maryland Goncel Corporation Law.

SECTION 3 DIRECTORS BLECTED BY SPECIFIC STOCKHOLDERS.

Whenever the holders of eny one or more series of Bquity Stock of the Corporation have the right, voting separately as a class, to elect one or more directors of the Corporation, the Board of Directors must consist of the directors so elected in addition to the mumber of directors fixed as provided in Section 1 of this Article VI or in the Bylews. Notwithstanding the foregoing, and except as otherwise may be required by law, whenever the holders of any one or more series of Bquity Stock of the Carparation have the right, voting separately as a alsos, to clear and or more directors of the Carporation, the terms of the directors elected by such holders will expire at the next succeeding annual meeting of stockholders.

SECTION 4 GENERAL TERM OF OFFICE; CLASSES OF DIRECTORS.

The directors of the Corporation (except for the directors closted by the holders of any one or more series of Bquity Stook of the Corporation as provided in Section 3 of this Ariolo VI) aro divided into three classes, Class I, Class II and Class III, as follows:

(i) of stockholders and until their successors are clected and qualified and therester the term of office of Class I directors will be for three years and until their successors are elected and qualified;

(i) the term of office of Class II extends until the 2005 annual mesting of stockholders and until their successors are elected and qualified and thereafter the term of office of Class II directors will be for three years and until their successors are clected and qualified; and

(lii) the term of office of Class III extends until the 2006 sumusl mocting of stockholders and until their successors are clocted and qualified and thereaffer the term of office of Class III directors will be for three years and until their successors are alsoted and qualified.

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The number of directors in each class must be as nearly equal in number as possible. If the number of directors is changed, any increase or decrease must be apportioned smong the classes so as to maintain or stisin, if possible, the equality of the mumber of directors in each class. If such equality is not possible, the increase must be spportioned among the classes in such a way that the difference in the number of directors in any two classes does not exceed one. The individuals who will serve as initial directors until their successors are elected and qualified are as follows:

Class I:	Ernest V. Bencivenga James E. Mitchell Robert G. Sampson
Class II G	Charles P. Kaempffer Richard H. Molka Bugene Rothenberg
Class III.	Anne 1 Chew Bugene W. Landy Samuel A. Landy

Those directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors occuring before the election provided for below in Section 6 in the manner provided by law.

SECTION 5 REMOVAL OF DIRECTORS.

Subject to the rights of halders of ons or more olasses of Bquity Stock to elect of remove one or more directors, a director may be removed from office but only for cause and and by the affirmative vote of st least two-thirds of the votes sutitied to be cast generally in the election of directors. For the purpose of this purages tecmination becomes of a director's personal dishonesty, incompotence, willful misconduct, breach of duty involving personal profit, intentional failure to perform sated duties, willful violation of any law, rule ar regulation (other than traffic violations or similar offenses) or final cease and desist order.

SECTION 6 FILLING VACANCIES.

The Corporation elects, at such time as such election becomes available under Section 3-802(b) of the Maryland General Corporation Law, that, except as may be provided by the Board of Directors in setting the terms of any class or series of Equity Stock, any and all vecancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remeinder of the full tarm of the directorahip in which such vacancy occurred.

KAMPING

SECTION 7 BOARD AUTHORIZATION OF SHARE ISSUANCES.

The Board of Directors of the Carparation, without any action by stockholders, may authorize the issuence from time of Stock of any class, whother now or hereafler authorized, or securities convertible into Stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may down advisable, subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws of the Corporation and without any action by the stockholders.

SECTION & PREEMPTIVE AND APPRAISAL RIGHTS.

(a) Precimptive Rights. No holder of any Stack or any other securities of the Corporation, whether now or hereafter suthorized, has any precentive right to subscribe for or purchase any Stock or any other securities of the Corporation other than such, if any, as the Board of Directors, in its sole and absolute discretion, may determine and at such price or prices and upon such other terms as the Board of Directors, in its sole and absolute discretion, may fix; and any Stock or other securities which the Board of Directors may determine to offer for subscription may, as the Board of Directors in its sole and sischite discretion shall desemine, he offered to the holders of any class, series or type of Stock or other securities at the time outstanding to the exclusion of the holders of any or all other classes, sortes of stock or other securities at the time outstanding.

(b) Appreisal Rights. Holders of shares of Stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the Maryland General Corporation Lew unless the Board of Directors, upan the siffirmative vote of a majority of the entire Board of Directors, shall determine that such rights shall apply, with respect to all or any classes or series of Stock, to a particular transactions occurring after the date of such determination in councetion with which holders would otherwise be mittled to exercise such rights.

SECTION 9 AMENDMENTS TO THE BYLAWS.

Notwithstanding any other provision of the Charter or the Bylaws of the Corporation, the Board of Directors of the Corporation has the exclusive power to make, repeal, alter, amend and resoind the Bylaws of the Corporation.

SECTION 10 CERTAIN OTHER DETERMINATIONS BY THE BOARD OF DIRECTORS.

The determination as to say of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the Charter and in the absence of actual receipt of an improper bonafit in money, property or services or active and dollibrate dishonesty establiabed by a court, shall be final sud conclusive and shall be binding upon the Comoretion and every holder of Stock: (1) the manner in which distributions are to be made to stockholders: (2) the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the psyment of dividends, redemption of Stock or the payment of other distributions on Stock; (3) the amount of paid-in surplus, net assets, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over lasses on sales of asses; (4) the amount, purpose, time of creation, increase or decrease, alteration of

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osnoollation of any reserves or charges and the propriety thereof (whicher or not any obligation or liablity for which such reserves or charges has been created has been paid or discharged); (5) the fair value, or any sale, bid or asked prics to be spplied in determining the fair value, of any asset owned or held by the Corporation; (6) sny metters rolsting to the sequisition, holding and disposition of any assets of the Carporation; sad (7) any other matter relating to the business and affairs of the Corporation. Except as otherwise provided by statute or the Bylaws, no stockholder has the right to inspect any book, account of the Carparation unless authorized to do so by resolution of the Board of Directors.

SECTION 11 RESERVED POWERS OF THE BOARD OF DIRECTORS.

The enumerstion and definition of particular powers of the Bourd of Directors included in this Article VI shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other provision of the charter of the Corporation, or construct or deemed by informes or otherwise in any manner to exclude or limit the powers conferred upon the Board of Directors under the general lews of the State of Maryland as now or hercafter in force.

ARTICLE VII

PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

SECTION 1 REIT QUALIFICATION.

The Board of Directors shall use its reasonable hest efforts to cause the Corporation and its stockholders to qualify for U.S. federal income tex trostment in accordance with the provision of the Code applicable to a RBIT. In furthersacs of the firegoing, the Board of Directors shall use its reasonable bost offorts to take such actions as are necessary, and may take such actions as in its sole and shechte discretion are desirable, to preserve the status of the Corporation as a REIT, provided, however, that if the Board of Directors determines in its anto and absolute disoretion, that it is no longer in the best interests of the Corporation to continue to have the Corporation qualify as a RET, the Board of Directors may revolce or otherwise terminate the Corporation's RETT election pursuant to Section 856(g) of the Code. Nothing contained in the Charter shall limit the authority of the Board of Directors to take such as time as it in its sole and absolute discretion deems necessary or advisable to protect the Corporation and the interests of the stockholders by maintaining the Corporation's eligibility to be, and presseving the Corporation's status as, a qualified RRIT under the Code.

SECTION 2 STOCKHOLDER PROPOSALS.

For any stockholder proposal to be presented in connection with an amual or special meeting of stockholders of the Corporation, including any proposal relating to the nomination of a director to be elected to the Board of Directors of the Corporation, the

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stockholder must have given timely written notice thereof in writing to the Secretary of the Corporation in the manner and containing the information required by the Bylaws.

ARTICLE VII

BUSINESS COMBINATIONS

The Corporation has elected to incorporate in the State of Maryland with the intention to rely on the provisions of Subtitle 6, Special Voting Requirements (Sections 3-601 through Sections 3-605 st the date of incomparation) of the Maryland Corporation Low ("Subtitle 6") as it may be amended or resumbered from time to time; provided, however, that the Corporation expressly elects that Section 3-602 of Subtitle 6 shall not govern or apply to any transsotion, including a "business combination" as defined by Section 3-601 of Subtitle 6, with Monnouth Real Estate Investment Corporation, a Maryland corporation ("MRBIC"), ar Monnouth Capital Corporation, a New Jersey corporation ("MCC"); provided, however, that if MRRIC or MCC undergoes a Change in Control (as defined below) after the date of this Chartes, the Corporation expressive elects that Section 3-602 of Subtitle 6 shall again govern or spply to a "business combination" as defined by Section 3-601 of Subtitle 6 with MRRIC or MCC. In the event the provisions of Subtitle 6 are affectively repealed or otherwise deleted from the Maryland Geareral Corporation Law or say other Maryland statute governing the Corporation, (1) the Corporation hereby incorporates by reference in this Article VIII of this Charter the provisions of Subtitle 6 as in effect on the date of the Company's incorporation in Maryland with the same effect as if such provisions had been set forth in full text in this Article VIII, and (i) the Corporate firther expressiv alcots that Scotion 3-602 of Subtitle 6 as incorporated by reference shall not govern or apply to any transaction, including a "business combination" as defined by Section 3-601 of Subtitle 6 as incorporated by reference, with MRRIC or MCC willess MRBIC of MCC undergoes a Change in Control after the date of this Charter. For the purposes of this Article VII, "Change in Control" shall be deemed to have occured if (i) say Parson, or any two or more Persons acting as a group, and all affiliates of such Persons (cach, a "Group"), who prior to such time owned less than 50% of the then outstanding capital stook of the Corporation shall acquire shares of the Corporation's capital stook in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such Croup beneficially owns 50% or more of the Corporation's capital stook or (ii) the Corporation solls all or substantially all of its assets to any Group, which immediately prior to the time of such transaction, beneficially owned less than a majority of the then outstanding capital of stock of the Corporation.

ARTICLE IX

INDEMNIFICATION

SECTION 1 INDEMNIFICATION.

The Corporation must indemnify its Directors and officers, whether serving the Corporation or at its request any other entity, who were or are parties or are threatment to be made parties to any threatened or actual suit, investigation, or other proceeding, including

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siministrative actions, because of their status or actions as Directors or officers to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law. The Carporation may indemnify other employees and agents, whether serving the Corporation or at its request suy other entity, to the extent suthorized by the Board of Directors or the Corporation's Bylaws and permitted by lew. The foregoing rights of indemnification are not exclusive of any other rights to which those seaking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressiv empowered to sdopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrengements as may be permitted by law. No amendinent of the Charter of the Corporation of repeal of any of its provisions shall limit or climinate the right to indemnification provided hereunder with respect to sets or omissions cosuring prior to such amendment or repeal or shall limit or eliminate the rights granted under indenmiffication agreements entered into by the corporation and its directors, officers, agents and employees.

SECTION 2 LIMITATION OF LIABILITY.

To the fullest extent permitted by Maryland statutory or decisional law, as smended or interpreted, no director or officer of the Carparation will be lishle to the Corporation or its stockholders for money demages. No amendment of the Charter of the Corporation or repeal any of its provisions will spply to or affect in any respect the applicability of the preceding sentmos with respect to any act or anission which coourred prior to such smandmant or repeal.

ARTICLE X

AMENDMENTS

The Corporation reserves the right to amend, siter, change or repeal any provision contained in the Charter upon spproval of the Board of the Corporation and the affirmative vote of the bolders of not less than two-thirds (2/3) of all votes entitied to be oast on such matter.

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IN WITNBSS WHERBOF, I have adopted and signed these Articles of Incorporation and do hereby acknowledge that the sdoption and signing are my act.

Dated: June 2003

.

Anna T. Chow, Incorporator

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ATTACHMENT A

STATEMENT OF CONSENT TO SERVE

AS REGISTERED AGENT

To the Secretary of State State of Maryland

I, John J. Linnihan, being the Assistant Secretary of The Corporation Trust Incorporated, hereby accept on behalf of The Corporation Trust Incorporation, the appointment to serve in the capacity as registered agent for the company known as United Mobile Homes, Inc.

Dated: June 17, 2003

The Corporation Trust Incorporated

By

John J. Linnihan, Asst. Secretary

** EXPEDITED SERVICE **	** KEEP WITH DOCUMENT **
DOCUMENT CODE _ O BUSINESS CODE	______________________________
Stock ________________________ Close ________________________ Nonstock __
P.A. _________________________ Religious __________________________
Merging (Transferor) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
	ID I D0743886 ACK I 100636168852713 LIBER: B3053B FOLIO: 1645 PROES: 0625 UNITED MOBILE HOMES, INC.
Surviving (Transferee) _________________________	66/28/2033 AT 12:24 P NO W 0000786315
	New Name - -
223 REMORIED
20 Base Fee: __	Change of Name
357) Org. & Cap. Fee: _ Expedite For: ____________________________	Change of Principal Office
Penalty:	Change of Resident Agent Change of Resident Agent Address
State Recordation Tax: State Transfer Tax:	__ Resignation of Resident Agent
Certified Copies	__ Designation of Resident Agem
Copy Fee: __________________________	and Resident Agent's Address Change of Business Code
Certificates Certificate of Status Fee: _____
Personal Property Filings: __	Adoption of Assumed Name
Other. _
TOTAL FEES: 420	Other Change(s)
Credit Card - V Check ________________________ Cash	Code
Documents on __ Checks	Anention:
pproved By: 112013	Mail to Address:
Ceyed By:	131ackwell
:OMMENT(S):	80 B 419777
	170
	64141 - 677 377388-23-22000 04143 . The The Bronne Clear Order Tradel Casino X300 14:14
	00 000 1000 101
	1
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.

** EXPEDITED SERVICE **	CORPORATE CHARTER APPROVAL SHEET
DOCUMENT CODE ____________________________ BUSINESS CODE	** KEEP WITH DOCUMENT **
-11:
Close ________________________ Stock Nonstock
P.A. ____ Religious
Merging (Transferor)
	: ID # D07439896 ACK # 1000361988885871
	LIBER: B00566 FOLIO: 1314 PAGES: 0005 UNITED MOBILE HOMES, INC.
mito. Surviving (Transiceree)
	09/29/2003 AT 01:02 P WO # 0000794104
	New Name
-7439896
FEES REMITTED
Base Fee: _
Org. & Cap. Fee: _	Change of Name
Expedite Fee: _ 50	Change of Principal Office Change of Resident Agent
Penalty: State Recordation Tax:	Change of Resident Agent Address
State Transfer Tax:	Resignation of Resident Agent
Certified Copies	__ Designation of Resident Agent
Copy Fee:	and Resident Agent's Address
Certificates	Change of Business Code
Certificate of Status Fee:	Adoption of Assumed Name
Personal Property Filings:
Other:
TOTAL FEES:	Other Change(s)
Credit Card ________________________	Code
Check Cash	Attention:
Documents on Checks pproved By	Mail to Address:
Eeyed By:	Scott
OMMENT(S):
	. TMA S
	00 . 061 @ : 0189 AMAH TOGAAN TOHIOISUD DUB TOPTO ATOW ANAS ally
	4141
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:

ARTICLES OF MERGER

MERGING

UNITED MOBILE HOMES, INC. (a New Jersey Corporation)

INTO

UNITED MOBILE HOMES, INC. (a Maryland Corporation)

FIRST: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, and UNITED MOBILE HOMES, INC., a corporation organized under the laws of the State of Maryland, agree that said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, shall be merged into said UNITED MOBILE HOMBS, INC., a corporation organized and existing under the laws of the State of Maryland. The terms and conditions of the merger and the mode carrying the same into effect are as herein set forth in these articles of merger.

SECOND: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger,

THIRD: The parties to the articles of merger are UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, and UNITED MOBILE HOMES, INC., a New Jersey corporation incorporated on the 15th day of November, 1968, under the New Jersey Business Corporation Act.

FOURTH: The total number of shares of stock of all classes which said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, has authority to issue is 23,000,000, initially classified as 20,000,000 shares of common stock, par value \$0.10 per share, and 3.000,000 shares of excess stock, par value \$0.10 per share with an aggregate par value of \$2,300,000.

The total number shares of stock of all classes which said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, has authority to issue is 15,000,000, classified as 15,000,000 shares of common stock, par value \$.10 per share.

FIRTH: The manner and basis of converting or exchanging issued stock of the merged corporation into different stock or other consideration and the manner of dealing with any issued stock of the merged corporations not to be so converted or exchanged shall be as follows:

KC-11001B1-2

That upon the terms and subject to the conditions of the Agreement and Plan of Merger between the companies party to these Articles, at the effective time of the merger, each outstanding share of UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, will be converted into one share of common stock, \$0.10 par value, of UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland. In addition, at the effective time, each outstanding option to purchase shares of UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, will continue outstanding as a right to purchase shares of the common stock of UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland, upon the same terms and conditions as immediately prior to the effective time.

SIXTH: The principal office of said UNITED MOBILE HOMES. INC., organized under the laws of the State of Maryland, is located in Baltimore City, State of Maryland.

Said UNITED MOBILE HOMES, INC, the merged corporation, owns no property in the State of Maryland.

SEVENTH: The terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation party to the articles in the manner and by the vote required by its charter and the laws of the place where it is organized.

EIGHTH: The merger was (a) duly advised by the board of directors of said UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland and the surviving corporation, by the adoption, on June 19, 2003, of a resolution, declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in these articles of merger and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation, and (b) duly approved by the stockholder of said corporation by the wanimous written consent of the holders of each class of stock entitled to vote separately thereon on September 24, 2003.

NINTH: The terms and conditions as set forth in these articles of merger were approved in the following manner. The merger to be effected by these articles of merger was duly advised and authorized and approved by said UNITED MOBILE HOMES, INC., organized under the laws of the State of New Jersey, in the manner and by the vote required by the laws of the State of New Jersey and by the charter of the said corporation.

KC-1100181-2

IN WITNESS WHEREOF. UNITED MOBILE HOMES, INC., & corporation organized and cristing under the laws of the State of New Jessey and UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of Maryland, the corporations parties to the morger, bave caused there articles of morger to 1937) 2017 11:54 12 12:54 PM 12:14 12:12 PM 11:08 12:52 PM 11:09 11:09 10
12:00 PM 11:00:10 PM 12:00 10:00 10:00 10:00 PM 11:00 10:00 10
presidents or vice-presidents and vit

UNITED MOBILE HOMA'S, INC., a New Jerscy corporation

By: Name: Samuel A. Landy

Name: Ernest V. Beneiven Title; Secretary

UNITED MOBILE HOME'S, INC., a Maryland corporation

By: Name: Samuel A. Land Title: President

Altest Name: Ernest V Boncivenga

THE UNDERSIGNED, President of UNITED MOBILE HOMES, INC., a New Merger, of which this certificate is mede a part, baseby acknowledges, in the name and on behall of said corporation, the foregoing Articles of Merger to be the corporate sot of anid corporation and further certifics that, to the best of hisfber knowledge, information and belief, the matters and the facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perfury.

Samuel A. Landy Name:

KG-110pl Jl-J

THE UNDERSIGNED, President of UNITED MOBILE HOMES, INC., a Maryland corporation, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his/hor knowledge, information and belief, the matters and the facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

Samièl Name;

长ථ-1100|8|-2

BUSINESS CODE 9-7439896 Stock Stock Close Close Close Nonstock Religious P.A. Merging (Transferor) _______________________ ID # D07439896 ACK # 1000361992693147 LIBER: B00930 FOLIO: 1578 PAGES: 0002 UMH PROPERTIES, INC. Surviving (Transferee) _____________________ 03/14/2006 AT 10:32 A WO # 0001195803 New Name FEES REMITTED Base Fee: Change of Name Org. & Cap. Fee: Change of Principal Office Expedite Fee: Change of Resident Agent Penalty: Change of Resident Agent Agent Address. State Recordation Tax: _____________________ State Transfer Tax: __________________________ and the manager of the same of the same of the same of the same of the states of the states of the states of the states of the states of the states of the states of the state Certified Copies and Resident Agent's Address Copy Fee: _______________________ Change of Business Code Certificates Certificate of Status Fee: ___________________________________________________________________________________________________________________________________________________ Adoption of Assumed Name Personal Property Filings: ___________________________________________________________________________________________________________________________________________________ Mail Processing Fee: Other: Other Change(s) TOTAL FEES: 007 Code Check Credit Card __ Cash Checks Documents on Attention: THE CORPORATION TRUST INCORPORATED Approved By: 300 E LOMBARD ST BALTIMORE MD 21202-3219 02 Stamp Work Order and Customer Number HERE מנות המנה. מחירונים המקום המקום המדינים המדינים המדינים המדינים המדינים המדינים המדינים המדיניים המדיניים המדיניים המדיניים המדיניים המדיניים המדיניים המדיניים המדיניים המדי 1-12-07 li - 77 - ស្ថិតនៅឆ្នាំង ជាប្រជាជន្ម ជាប្រជាជន្ម ជាប្រជាជន្ម ជាប្រជាជន្ម ជាប្រជាជន្យ Chical The Research # 1 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 :: 0 ത്തിന്റെ പ്രേത്രി 4/1/06 പ്പ് പോല 2 H 15 ട് പ്രസ படாடா o " 1-15 ాలు	DOCUMENT CODE _ GA
	Keyed By: .
	COMMENT(S):

NY ORDER PROCESSING এ

2125909076

ARTICLES OF AMENDMENT

United Mobile Homes, Inc., a Maryland corporation, hereby certifies to the State
Categorial Corporation of Maryland that Onlied Mobile Homes, ent and Taxation of Maryland that:

The charter of the corporation is hereby amended as follows:

Article II Name and Duration

The name of the corporation is UMH Properties, Inc. (the "Corporation"). The duration of the Corporation shall be perpetual.

This amendment of the corporation has been approved by the directors.
This amendment of the corporation for the 26666X1) of the Maryland code This amendment is expressly authorized by Section 2-605(a)(1) of the Maryland code,
This amendment is expressly authorized by Section 2-605(a)(1) of the Maryland code, This arrencessed without action by the shareholders.

It is our intention to make this amcndment effective April 1, 2006.

We, the undersigned President and Secretary, swear under penalties of perjury, that the foregoing is a corporate act.

Samuel A. Landy, Prosident By:

Enzabeth Chiarella, Secretary

3499 Route 9 North. Suite 3C Freehold, Now Jersey 07728

	CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE
DOCUMENT CODE CODE CO 9 BUSINESS CODE Do7 439896 Nonstock Stock Stock Stock Close P.A. P.A. B.A. Religious Merging (Transferor)
	ID # D07439896 ACK # 1000362001791484 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _	05/25/2011 AT 04:08 P WO # 0003811611
	New Name
FEES REMITTED 100 Base Fee: ಸ್ಥರ Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies 22 Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Cash Credit Card Check Checks Documents on	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code the weather Attention:
C Approved By: Keyed By: COMMENT(S):	Mail: Name and Address VENABLE LLP ANDREA COHEN SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202
	Stamp Work Order and Customer Number HERE cust ID:0002595031 WORK ORDER:0003811611 DATE:05-25-2011 04:08 PM

CERTIFIE
POPY MAC

AMT. PAID:\$222 . Øg

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 32,380,000 shares, the number of shares of common stock that the Company is authorized to issue to 29,380,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$3,238,000.

• l . The foregoing amendment has been approved by unanimous written consent of the Board of Directors of the Company dated May 20, 2011.
• 1. The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)12 of the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• 1. The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 23,000,000, classified as 20,000,000 shares of common stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$2,300,000.
• 1. the foregoing amendment is 32,380,000, classified as 29,380,000 shares of common stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all of the shares of authorized stock having par value is now \$3.238.000.

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

CUST ID:0002595031 WORK ORDER: 0003811611 DATE: 05-25-2011 04:08 PM AMT. PAID:\$222.00

Dated: May 25, 2011

ATTEST:

Elizabeth Chiarella, Secretary

UMH PROPERTIES, INC.

By: Samuel Landy, President

	CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE
DOCUMENT CODE ( 6 BUSINESS CODE # Do7439896	Affix Barcode Label Here
Nonstock Stock Stock - Stock Close
P.A. P.A. P.A. Religious
Merging (Transferor)
	Affix Barcode Label Here
	ID # D07439896 ACK # 1000362001792870 PAGES: 0022 UMH PROPERTIES, INC.
Surviving (Transferee)	05/26/2011 AT 09:07 A WO # 0003811724
	New Name
FEES REMITTED છે. Base Fee: Org. & Cap. Fee: 0 Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Cash Check Credit Card Checks Documents on Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) ಿಗೆ ಮ Code findived Attention: Mail: Name and Address VENABLE LLP ATTN ANDREA COHEN SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202
	Stamp Work Order and Customer Number HERE CUST ID:0002595144 WORK ORDER : 0003811724 DATE:05-26-2011 09:08 AM AMT. PAID:\$212.00

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

8.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation, as supplemented by these Articles Supplementary (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolution duly adopted, reclassified 1,380,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as shares of a series of preferred stock, designated as 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and conditions of redemption of the Series A Preferred Stock which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof:

8.25% Series A Cumulative Redeemable Preferred Stock

Number of Shares and Designation. Section 1.

A series of preferred stock of the Corporation designated as the "8.25% Series A Cumulative Redeemable Preferred Stock" is hereby established, and the number of shares constituting such series shall be 1,380,000.

Definitions. Section 2.

"Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct common control with such specified person. For the purposes of this definition, "control" when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Affiliate Transaction" shall have the meaning set forth in Section 6(c) hereof.

"Alternative Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Alternative Form Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Board of Directors" shall mean the Board of Directors of the Corporation or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series A Preferred Stock.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York are not required to be open.

"Capital Gains Amount" shall have the meaning set forth in Section 3(g) hereof.

"Change of Control" shall have the meaning set forth in Section 6(b) hereof.

"Change of Control Conversion Date" shall have the meaning set forth in Section 8(a) hereof.

"Change of Control Conversion Right" shall have the meaning set forth in Section 8(a) hereof.

"Change of Control Redemption Right" shall have the meaning set forth in Section 6(b) hereof.

"Charter" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commission" shall have the meaning set forth in Section 10 hereof.

"Common Share Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Common Stock" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Common Stock Price" shall have the meaning set forth in Section 8(a) hereof.

"Conversion Agent" shall have the meaning set forth in Section 8(d) hereof.

"Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Corporation" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Delisting Event" shall have the meaning set forth in Section 6(a) hereof.

"Delisting Event Conversion Date" shall have the meaning set forth in Section 8(a).

"Delisting Event Conversion Right" shall have the meaning set forth in Section 8(a) hereof.

"Delisting Event Redemption Right" shall have the meaning set forth in Section 6(a) hereof.

"DTC" shall have the meaning set forth in Section 8(f) hereof.

"Equity Stock" shall have the meaning set forth in Section 1(b) of Article V of the Charter.

"Event" shall have the meaning set forth in Section 9(d)(ii) hereof.

"Excess Stock" shall have the meaning set forth in Article V of the Charter.

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

"NASDAQ" shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"NYSE" shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"NYSE Amex" shall mean the NYSE Amex Equities (formerly known as the American Stock Exchange) or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"Optional Redemption Right" shall have the meaning set forth in Section 5(b) hereof.

"Original Issue Date" shall mean the first date on which shares of Series A Preferred Stock are issued and sold.

"Ownership Limit" shall have the meaning set forth in Section 2(a) of Article V of the Charter.

"Parity Preferred" shall have the meaning set forth in Section 9(b) hereof.

"Preferred Directors" shall have the meaning set forth in Section 9(b) hereof.

"Preferred Dividend Default" shall have the meaning set forth in Section 9(b) hereof.

"REIT" shall have the meaning set forth in Section 1(a)(i) of Article III of the Charter.

"Series A Dividend Period" shall mean the respective periods commencing on and including March 1. June 1. September 1 and December 1 of each year and ending on and including the day preceding the first day of the next succeeding Series A Dividend Period (other than the initial Series A Dividend Period, which shall commence on the Original Issue Date and end on and include August 31, 2011, and other than the Series A Dividend Period during which

any shares of Series A Preferred Stock shall be redeemed pursuant to Section 5 or Section 6 (and that is not a Series A Dividend Period of the type contemplated by Section 7(b)), which, solely with respect to the shares of Series A Preferred Stock being redeemed, shall end on and include the redemption date with respect to the shares of Series A Preferred Stock being redeemed).

"Series A Payment Date" shall mean, with respect to each Series A Dividend Period, the fifteenth (15th) day of the month following the month in which such Series A Dividend Period has ended (March, June, September and December of each year), commencing on September 15, 2011.

"Series A Preferred Stock" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Series A Record Date" shall mean the date designated by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series A Payment Date.

"Share Cap" shall have the meaning set forth in Section 8(a) hereof.

"Share Split" shall have the meaning set forth in Section 8(a) hereof.

"Special Optional Redemption Rights" shall have the meaning set forth in Section 6(b) hereof.

"Stock" shall have the meaning set forth in Section 1(b) of Article V of the Charter.

"Total Distributions" shall have the meaning set forth in Section 3(g) hereof.

Section 3. Dividends and Distributions.

(a) Subject to the preferential rights of the holders of any class or series of equity securities of the Corporation ranking senior to the Series A Preferred Stock as to dividends, the holders of the then outstanding Series A Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of \$2.0625 per share each year, which is equivalent to the rate of 8.25% of the \$25.00 liquidation preference per share per annum. Such dividends shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series A Payment Date for the related Series A Dividend Period, commencing September 15, 2011, to all holders of record on the applicable Series A Record Date; provided, however, that if any Series A Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series A Payment Date may be paid or set aside for payment on the next succeeding Business Day with the same force and effect as if paid on such Series A Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series A Payment Date to such next succeeding Business Day.

The initial dividend payable on the Series A Preferred Stock will cover the period from and including the Original Issue Date through August 31, 2011 and will be paid on September

15, 2011. The amount of any dividend payable on the Series A Preferred Stock for each full Series A Dividend Period shall be computed by dividing \$2.0625 by four (4), regardless of the actual number of days in such full Series A Dividend Period. The amount of any dividend payable on the Series A Preferred Stock for any partial Series A Dividend Period, including the portion of the initial Series A Dividend Period prior to June 1, 2011, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Series A Record Date. Notwithstanding any provision to the contrary contained herein, the dividend payable on each share of Series A Preferred Stock outstanding on a Series A Record Date shall equal the dividend payable on each other share of Series A Preferred Stock that is outstanding on such Series A Record Date, and no holder of any share of Series A Preferred Stock shall be entitled to receive any dividends paid or payable on the Series A Preferred Stock with a Series A Record Date before the date such share of Series A Preferred Stock is issued.

(b) for payment by the Corporation at such time as the terms and conditions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

(c) Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock shall accrue with respect to any Series A Dividend Periods whether or not (i) any of the agreements or laws set forth in Section 3(b) hereof at any time are applicable, (ii) the Corporation has earnings. (iii) there are funds legally available for the payment of such dividends or (iv) such dividends are declared. No interest or additional dividend shall be payable in respect of any accrued but unpaid dividend on the Series A Preferred Stock.

(d) or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking, as to dividends, on a parity with or junior to the Series A Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of equity securities ranking junior to the Series A Preferred Stock as to dividends and upon liquidation), nor shall any shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking, as to dividends or upon liquidation, on a parity with or junior to the Series A Preferred Stock be redeemed (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired, (except by conversion into or exchange for shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking junior to the Series A Preferred Stock as to dividends and upon liquidation and except for the acquisition of shares made pursuant to the provisions of Section 2 of Article V of the Charter), unless full cumulative dividends on the Series A Preferred Stock for all past Series A Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and any other class or series of equity securities ranking, as to dividends, on a parity with the Series A Preferred Stock, all dividends declared upon the Series A Preferred Stock and each such other class or series of equity securities ranking, as to dividends, on a parity with the Series A Preferred Stock shall be allocated pro rata so that the amount declared per share of Series A Preferred Stock and such other class or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other class or series of equity securities for prior Series A Dividend Periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.

(f) payable in cash, property or Stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided herein. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains payable.

(g) If, for any taxable year, the Corporation elects to designate as "capital gain dividends" (as defined in Section 857 of the Code or any successor revenue code or section) any portion (the "Capital Gains Amount") of the total distributions not in excess of the Corporation's earnings and profits (as determined for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of Stock (the "Total Distributions"), then the portion of the Capital Gains Amount that shall be allocable to holders of Series A Preferred Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series A Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series of Stock outstanding.

Section 4. Liquidation Preference.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of Common Stock or any other class or series of equity securities of the Corporation ranking, as to liquidation rights, junior to the Series A Preferred Stock, the holders of Series A Preferred Stock then outstanding shall be entitled to be paid out of the Corporation legally available for distribution to its stockholders a liquidation preference of \$25.00 per share, plus an amount equal to any accrued and unpaid dividends to, but not including, the date of payment (whether or not declared). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of other classes or series of the Corporation ranking. as to liquidation rights, on a parity with the Series A Preferred Stock, the holders of the Series A Preferred Stock and each such other class or series of securities ranking, as to liguidation rights. on a parity with the Series A Preferred Stock shall share ratably in any such distribution of assets

in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated therein, to each record holder of Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of Stock or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of the Series A Preferred Stock will not be added to the Corporation's total liabilities.

Section 5. Optional Redemption.

(a) Series A Preferred Stock shall not be redeemable prior to May 26, 2016, except as provided in Section 5(c), pursuant to Section 2 of Article V of the Charter or as set forth in Section 6 hereof.

(b) nor more than 60 days' written notice as provided in Section 5(e) hereof, may redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, at a redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the "Optional Redemption Right"). If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot or by any other equitable method determined by the Board of Directors of the Corporation that will not result in a violation of Section 2 of Article V of the Charter. If such redemption is to be by lot and, as a result of such redemption, any holder of Series A Preferred Stock would own shares of Series A Preferred Stock in excess of the Ownership Limit, then, except as otherwise provided in the Charter, the Corporation will redeem the requisite number of Series A Preferred Stock of such holder such that no holder will violate the Ownership Limit subsequent to such redemption.

(c) accordance with the terms and conditions set forth in this Section 5 of these Articles Supplementary at any time and from time, whether before or after May 26, 2016, if the Board of Directors determines that such redemption is necessary to preserve the status of the

Corporation as a qualified REIT. If the Corporation calls for redemption any Series A Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to and including the date fixed for redemption, without interest.

(d) Unless full cumulative dividends on all outstanding shares of Series A Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for all past Series A Dividend Periods, no shares of Series A Preferred Stock shall be redeemed pursuant to this Section 5 unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly any Series A Preferred Stock (except by exchange for equity securities of the Corporation ranking, as to dividends and upon liquidation, junior to the Series A Preferred Stock); provided howe ver, that the foregoing shall not prevent the purchase of Series A Preferred Stock or any other class or series of equity securities of the Corporation by the Corporation in accordance with the terms of Section 5(c) hereof or Section 2 of Article V of the Charter or the purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Stock.

(e) Notice of redemption pursuant to this Section 5 shall be mailed by the Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the shares of Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number of shares of Series A Preferred Stock to be redeemed (and, if less than all the shares held by any holder are to be redeemed, the number of shares to be redeemed from such holder); (iv) the place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption; and (v) that dividends on the Series A Preferred Stock to be redeemed shall cease to accrue on such redemption rate.

(t) of the Charter, including, without limitation, the provisions for conversion into shares of Excess Stock and the redemption of shares of Excess Stock and shares transferred, or attempted to be transferred, in violation of such provisions. In addition to the redemption rights set forth in Section 2(d) of Article V of the Charter, shares of Excess Stock issued upon conversion of shares of Series A Preferred Stock may be redeemed, in whole or in part, at any time when outstanding shares of Series A Preferred Stock are being redeemed, for cash at a redemption price of \$25.00

per share of Excess Stock, plus (subject to Section 7(b) hereof) all dividends (whether or not declared) accrued and unpaid on the shares of Series A Preferred Stock that were converted into such shares of Excess Stock prior to such conversion and all dividends that, but for such conversion, would have accrued and been unpaid on the shares of Series A Preferred Stock so converted to, but not including, the date of redemption, without interest. If the Corporation elects to redeem Excess Stock pursuant to the redemption right set forth in the preceding sentence, such Excess Stock shall be redeemed in such proportion and in accordance with such procedures as Series A Preferred Stock are being redeemed.

Section 6. Special Optional Redemption by the Corporation.

(a) During any period of time (whether before or after May 26, 2016) that both (i) the Series A Preferred Stock is not listed on the NYSE, NYSE Amex or the NASDAQ and (ii) the Corporation is not subject to the reporting requirements of the Exchange Act, but any shares of Series A Preferred Stock are outstanding (the occurrence of clauses (i) and (ii) is referred to as a "Delisting Event"), the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem the outstanding shares of the Series A Preferred Stock, in whole but not in part, within 90 days after the date of the Delisting Event, for a redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the date such shares are redeemed as provided in this Section 6(a) (a "Delisting Event Redemption Right").

(b) have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem shares of the Series A Preferred Stock, in whole but not in part within 120 days after the first date on which such Change of Control occurred, for cash at \$25.00 per share plus (subject to Section 7(b) hereof) accrued and unpaid dividends (whether or not declared) on the Series A Preferred Stock to, but not including, the redemption date ("Change of Control Redemption Right" and, together with the Delisting Event Redemption Right, the "Special Optional Redemption Rights").

A "Change of Control" occurs when, after the Original Issue Date, the following have occurred and are continuing:

(i) be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership. directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all outstanding shares of stock of the Corporation entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(ii) Corporation nor the acquiring or surviving entity has a class of common securities (or

American Depositary Receipts representing such securities) listed on the NYSE, the NYSE Amex or the NASDAQ.

(c) shares of Series A Preferred Stock (x) upon any Delisting Event occurring in connection with a transaction set forth in clause (i) of the definition of Change of Control unless such Delisting Event also constitutes a Change of Control or (y) with respect to any Delisting Event or Change of Control occurring in connection with a transaction (an "Affiliate Transaction") with, or by, any person (as defined in clause (i) of the definition of Change of Control) who prior to such transaction is an Affiliate of the Corporation.

(d) Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series A Preferred Stock at their respective addresses as they appear on the stock transfer records of the Corporation. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number of shares of Series A Preferred Stock to be redeemed (and, if less than all of the shares held by any holder are to be redeemed, the number of shares to be redeemed by such holder); (iv) the place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption; (v) that the Series A Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, in connection with the occurrence of a Delisting Event or Change of Control, as applicable, and a brief description of the transaction or transactions constituting such Delisting Event or Change of Control, as applicable; (vi) that holders of Series A Preferred Stock will not be able to tender shares of Series A Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; and (vii) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on such redemption date.

Section 7. Redemption by the Corporation.

(a) given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any Series A Preferred Stock so called for redemption and (iii) irrevocable instructions have been given to pay the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption, then from and after the redemption date dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be outstanding, such shares of Series A Preferred Stock shall not be transferred except with the consent of the Corporation and all other rights of the holders of such shares will terminate, except the right to receive the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereot) any accrued and unpaid dividends (whether or not declared) payable upon such redemption, without interest.

(b) If a redemption date falls after a Series A Record Date and on or prior to the corresponding Series A Payment Date, each holder of series A Preferred Stock at the close of business on such Series A Record Date shall be entitled to the dividend payable on such shares on the corresponding Series A Payment Date, notwithstanding the redemption of such shares on or prior to such Series A Payment Date, and each holder of shares of Series A Preferred Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end of the Series A Dividend Period to which such Series A Payment Date relates to, but not including, the date of redemption.

(c) or trust corporation and shall be irrevocable except that:

(i) corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

(ii) by the holders of the Series A Preferred Stock entitled thereto at the expiration of two (2) years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

Section 8. Conversion Rights.

(a) Subject to Section 8(j), upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of shares of Series A Preferred Stock shall have the right, unless, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, the Corporation provides notice of its election to redeem such shares of Series A Preferred Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert all or part of the shares of Series A Preferred Stock held by such holder (with respect to a Delisting Event, the "Delisting Event Conversion Right" and, with respect to a Change of Control, the "Change of Control Conversion Right") on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, into a number of shares of Common Stock per share of Series A Preferred Stock to be converted (the "Common

Share Conversion Consideration") equal to the lesser of (A) the quotient obtained by dividing (i) the sum of \$25.00 plus the amount of all accrued and unpaid dividends (whether or not declared) on the Series A Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, (unless such Delisting Event Conversion Date or the Change of Conversion Date, as applicable, is after a Dividend Record Date and prior to the corresponding Series A Payment Date, in which case no additional amount for accrued and unpaid dividends that have been declared and are to be paid on such Series A Payment Date will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 4.9020 (as adjusted pursuant to the immediately succeeding paragraph, the "Share Cap").

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a "Share Split") with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

In the case of a Delisting Event or Change of Control, as applicable, pursuant to, or in connection with, which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the "Alternative Form Consideration"), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Common Stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the "Alternative Conversion Consideration" and, together with the Common Share Conversion Consideration, the "Conversion Consideration").

In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, as applicable, the consideration that the holders of Series A Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

The "Change of Control Conversion Date" with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of the Change of Control pursuant to Section 8(d). The "Delisting Event Conversion Date" with respect to any Delisting Event shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of such Delisting Event pursuant to Section 8(d).

The "Common Stock Price" for any Change of Control shall be (i) the amount of cash consideration per share of Common Stock, if the consideration to be received in the Change of Control by holders of Common Stock is solely cash, or (ii) the average of the closing prices per share of Common Stock on the NYSE Amex for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash. The "Common Stock Price" for any Delisting Event shall be the average of the closing prices per share of Common Stock on the NYSE Amex for the ten consecutive trading days immediately preceding, but not including, the effective date of the Delisting Event.

(b) Series A Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

(c) (either, a "Conversion Date") falls after a Series A Record Date and on or prior to the corresponding Series A Payment Date, each holder of Series A Preferred Stock at the close of business on such Series A Record Date shall be entitled to the dividend payable on such shares on the corresponding Series A Payment Date, notwithstanding the conversion of such shares on or prior to such Series A Payment Date, and each holder of shares of Series A Preferred Stock that are converted on such Conversion Date will be entitled to the dividends, if any, accruing after the end of the Series A Dividend Period to which such Series A Payment Date relates to, but not including, the Conversion Date.

(d) Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, a notice of occurrence of the Delisting Event or the Change of Control, as applicable, describing the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, shall be delivered to the holders of record of the outstanding shares of Series A Preferred Stock at their addresses as they appear on the Corporation's stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Delisting Event or the Change of Control, as applicable; (ii) the date of the Delisting Event or the Change of Control, as applicable; (iii) the last date on which the holders of Series A Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable; (iv) the method and period for calculating the Common Stock Price: (v) the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable: (vi) that if, prior to the applicable Conversion Date, the Corporation provides notice of its election to redeem all or any portion of the Series A Preferred Stock, the holder will not be able to convert the shares of Series A Preferred Stock called for redemption and such shares of Series A Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable: (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock: (viii) the name and address of the paying agent and the conversion agent (the "Conversion Agent"); and (ix) the procedures that the holders of

Series A Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable.

(e) Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Corporation's website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 8(d) above to the holders of record of Series A Preferred Stock.

(f) Control Conversion Right, as applicable, a holder of record of Series A Preferred Stock shall be required to deliver, on or before the close of business on the applicable Conversion Date, the certificates representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state: (i) the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and (ii) the number of Series A Preferred Stock to be converted. Notwithstanding the foregoing, if the shares of Series A Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company ("DTC").

(g) Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable. The notice of withdrawal must state: (i) the number of withdrawn shares of Series A Preferred Stock; (ii) if certificated shares of Series A Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series A Preferred Stock; and (iii) the number of shares of Series A Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series A Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of DTC.

(h) Shares of Series A Preferred Stock as to which the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, on the related Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, unless, prior to the applicable Delisting Event Conversion Date or the Change of Control Conversion Date, the Corporation provides notice of its election to redeem such shares of Series A Preferred Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights.

(i) than the third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable.

(i) Preferred Stock will be entitled to exercise a Delisting Event Conversion Right or Change of Control Conversion Right or convert any shares of Series A Preferred Stock into shares of Common Stock to the extent that receipt of shares of Common Stock upon the conversion of such shares of Series A Preferred Stock in accordance with this Section 8 would cause such person or any other person to violate Section 2 of Article V of the Charter.

(k) Change of Control Conversion Right, as applicable, the Corporation shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series A Preferred Stock into Conversion Consideration.

Section 9. Voting Rights.

(a) set forth in this Section 9.

(b) Whenever dividends on any outstanding shares of Series A Preferred Stock shall have not been paid for six or more Series A Dividend Periods (whether or not such dividends have been declared or such Series A Dividend Periods are consecutive) (a "Preferred Dividend Default"), the holders of Series A Preferred Stock (voting separately as a class with all other series of preferred stock of the Corporation ranking on a parity with the Series A Preferred Stock as to dividends and upon liquidation and upon which like voting rights have been conferred and are exercisable (the "Parity Preferred")) will be entitled to vote for the election of two additional directors (the "Preferred Directors"), at each annual meeting of the Corporation's stockholders and at any special meeting of the Corporation's stockholders called for the purpose of electing Preferred Directors, until all dividends accumulated on outstanding shares of Series A Preferred Stock for all past Series A Dividend Periods shall have been fully paid or declared and a sum sufficient for the cash payment thereof set aside for payment. Unless the number of the Corporation's directors has previously been increased pursuant to the terms of any series of Parity Preferred with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors, the number of the Corporation's directors shall automatically increase by two at such time as holders of Series A Preferred Stock become entitled to vote in the election of the Preferred Directors. Unless shares of Parity Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number of the Corporation's directors shall automatically decrease by two, when all dividends on outstanding shares of Series A Preferred Stock accumulated for all past Series A Dividend Periods have been fully paid or declared and a sum sufficient for the cash payment thereof set aside for payment. If the rights of holders of Series A Preferred Stock to elect the Preferred Directors terminate after the record date for the determination of holders of Series A Preferred Stock entitled to vote in any election of Preferred Directors but before the closing of the polls in such election, holders of Series A Preferred Stock outstanding as of such record date shall not be entitled to vote in the election

of any Preferred Directors. The right of the holders of Series A Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are in arrears for six Series A Dividend Periods, as described above. In no event shall the holders of Series A Preferred Stock be entitled to nominate or elect an individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to serve as a Preferred Director, if the individual's service as a Preferred Director would cause the Corporation to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed.

(c) The Preferred Directors shall be elected by a plurality of the votes cast in the election of such directors, and each Preferred Director will the next annual meeting of the Corporation's stockholders and until his or her successor is duly elected and qualifies, or until such director's term of office terminates as set forth in Section 9(b). Any director elected by the holders of Series A Preferred Stock and any series of Parity Preferred may be removed only by a vote of the holders of a majority of the outstanding shares of Series A Preferred Stock and all series of Parity Preferred with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors. At any time that the holders of Series A Preferred Stock are entitled to vote in the Preferred Directors, holders of Series A Preferred Stock shall be entitled to vote in the election of a successor to fill any vacancy on the Corporation's Board of Directors that results from the removal of a Preferred Director.

(d) At any time that holders of Series A Preferred Stock have the right to elect Preferred Directors as described in this Section 9(b) but such directors have not been elected, the Corporation's secretary must call a special meeting for the purpose of electing the Preferred Directors upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock and all series of Parity Preferred with which the holders of Series A Preferred Stock are entitled to vote together as a single class with respect to the election of Preferred Directors, unless such a request is received less than 90 days before the date fixed for the next annual meeting of the Corporation's stockholders, in which case, the Preferred Directors may be elected at such annual meeting or at a separate special meeting of the Corporation's stockholders.

(e) So long as any shares of Series A Preferred Stock remain outstanding, the approval of holders of Series A Preferred Stock and any series of Parity Preferred entitled to vote together with the holders of Series A Preferred Stock on such matter entitled to cast at least 66 2/3% of the votes entitled to be cast by holders of Series A Preferred Stock and any such series of Parity Preferred (voting together as a separate class) shall be required to: (i) amend, alter, repeal or otherwise change any provision of the Charter, including these Articles Supplementary, (whether by merger, consolidation, transfer or conveyance of all or substantially all of the Corporation's assets or otherwise) that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock or (ii) create, issue or increase the authorized number of shares of any class or series of stock having a preference as to dividends or other distributions, whether upon liquidation, dissolution or otherwise, that is senior to the Series A Preferred Stock (or any equity securities convertible or exchangeable into any such shares).

(f) The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock:

(i) any class or series or the classification or reclassification of any unissued shares of Stock, or the creation or issuance of equity securities, of any class or series ranking, as to dividends or liquidation preference, equal to, or junior to, the Series A Preferred Stock, provided that such action does not decrease the number of authorized shares of Common Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series A Preferred Stock to be converted in full in accordance with the terms hereof; or

(ii) an amendment, alteration, or repeal or other change to any provisions of the Charter, including the terms of the Series A Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of the Corporation's assets or other business combination (an "Event"), (x) if the Series A Preferred Stock (or securities of any successor person or entity to the Corporation into which the Series A Preferred Stock has been converted) remain outstanding with the terms thereof unchanged in all material respects or the holders of Series A Preferred Stock receive securities of a successor person or entity with substantially identical rights as those of the Series A Preferred Stock, taking into account that, upon the occurrence of an Event, the Corporation may not be the surviving entity, or (y) if the holders of the Series A Preferred Stock shall receive the greater of the full trading price of the Series A Preferred Stock on the last date prior to the first public announcement of an Event or \$25.00 per share of Series A Preferred Stock, plus all accrued and unpaid dividends to, but not including, the date of such Event (other than any declared dividends having a Dividend Record Date before the date of such Event and a Series A Payment Date after the date of such Event, which shall be paid as provided in Section 3 above), pursuant to the occurrence of any Event (other than an Event that is an Affiliate Transaction).

(g) Notwithstanding the foregoing, holders of any Parity Preferred shall not be entitled to vote together as a class with the holders of Series A Preferred Stock on any amendment, alteration, repeal or other change to any provision of the Charter, including these Articles Supplementary, unless such action affects the holders of the Series A Preferred Stock and such Parity Preferred equally. On any matter in which the Series A Preferred Stock may vote, each share of Series A Preferred Stock shall entitle the holder thereof to cast one vote. In class votes, or in determining the percentage of outstanding shares, with shares of one or more series of Parity Preferred, shares of different series shall vote, or such determination shall be made, in proportion to the liquidation preference of the shares.

(h) The foregoing voting provisions of this Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected. all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption, in each case, in accordance with the provisions hereof.

(i) relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action, including, without limitation, any merger or consolidation of the Corporation or a sale of all or substantially all of the assets of the Corporation, irrespective of the effect that such merger, consolidation or sale may have upon the rights, preferences, privileges or voting power of the holders of the Series A Preferred Stock.

Section 10. Information Rights.

During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding, the Corporation will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series A Preferred Stock, as their names and addresses appear in the Corporation's record books and without cost to such holders, copies of the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Corporation would have been required to file with the Securities and Exchange Commission (the "Commission"), pursuant to Section 13 or Section 15(d) of the Exchange Act if the Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of Series A Preferred Stock.

Section 11. Conversion.

The Series A Preferred Stock shall not be convertible into or exchangeable for any other property or securities of the Corporation or any other entity, except in accordance with Section 8 hereof and Article V of the Charter.

Section 12. Ranking.

In respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the Series A Preferred Stock shall rank (i) senior to all classes or series of the Corporation's Common Stock and to all other equity securities issued by the Corporation, the terms of which expressly provide that such securities rank junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, (ii) on a parity with all equity securities issued by the Corporation, the terms of which expressly provide that such securities rank equal to the Series A Preferred Stock as to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, and (iii) junior to all equity securities issued by the Corporation, the terms of which expressly provide that such securities rank senior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation. All Series A Preferred Stock shall rank equally with one another and shall be identical in all respects.

Section 13. Restrictions on Ownership and Transfer of Series A Preferred Stock.

The Series A Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) of Article V of the Charter. All shares of Series A Preferred Stock shall include the legend provided in Section 2(e)(iv) of Article V of the Charter.

Section 14. Status of Acquired Shares of Series A Preferred Stock.

All shares of Series A Preferred Stock which shall have been issued and reacquired in any manner by the Corporation shall be returned to the status of authorized but unissued Common Stock.

Record Holders. Section 15.

The Corporation may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary. Except as may be otherwise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series A Preferred Stock are not entificates representing the Series A Preferred Stock held by them.

Section 16. Sinking Fund.

The Series A Preferred Stock shall not be entitled to the benefits of any retirement or sinking fund.

Section 17. Exclusion of Other Rights.

The Series A Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Charter and these Articles Supplementary.

Headings of Subdivisions. Section 18.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Section 19. Severability of Provisions.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Series A Preferred Stock set forth in the Charter (including these Articles Supplementary) which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect

and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

SECOND: The Series A Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused these Supplementary to be exccuted under seal in its name and on its behalf by its President and attested to by its Secretary on this 26th day of May 2011.

ATTEST:

By: Ourabith Chi

Namé: Elizabeth Chiarella Title: Secretary

UMH PROPERTIES, ING.

By:

Name: Samuel A. Landy Title: President

CORPORATE CHARTER APPROVAL SHEET ** EXPEDITED SERVICE ** ** KEEP WITH DOCUMENT **
DOCUMENT CODES BUSINESS CODE_OS # D07439896	Affix Rarcada I abal II.
Stock Nonstock Close
Religious P.A.
Merging (Transferor)
	ID # D07439896 ACK # 1000362003132109 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) -------------------------------------------------------------------------------------------------------------------------------------------------------	04/09/2012 AT 03:00 P WO # 0003952906
	New Name
FEES REMITTED 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Base Fee: 14.50 Org. & Cap. Fee: Expedite Fee: 20140 Penalty: State Recordation Tax: State Transfer Tax: Certified Copies 23.00 Copy Fee: Certificates 20 Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: 25-7.30 TOTAL FEES: Check Cash Credit Card Card Documents on Checks 11 Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 063 Code Andred Lone Mail: Name and Address VENABLE LLP ANDREA COHEN SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	Stamp Work Order and Customer Number HERE CUST ID:0002736326 WORK ORDER : 0003952906 DATE:04-09-2012 03:36 PM AMT. PAID:\$450.30

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 40,488,800 shares, the number of shares of common stock that the Company is authorized to issue to 36,108,800 shares, and the aggregate par value of all authorized shares of stock having par value to \$4,048,800.

• 1. Directors of the Company.
• 1. The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)(13) of the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• 1. J The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 32,380,000, classified as 28,000,000 shares of common stock, par value \$0.10 per share, 1,380,000 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$3,238,000.
• 1. the foregoing amendment is 40,488,800, classified as 36,108,800 shares of common stock, par value \$0.10 per share, 1,380,000 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$4,048,800.

The undersigned Vice President, Chief Financial Officer and Treasurer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Vice President, Chief Financial Officer and Treasurer and attested to by its Secretary on this 9th day of April, 2012.

ATTEST:

Elizabeth Chiarella Secretary

UMH PROPERTIES, INC.

Uponia (SEAL) By:___________________________________________________________________________________________________________________________________________________________________________

Anna T. Chew Vice President, Chief Financial Officer and Treasurer

CUST ID:0002736326 WORK ORDER: 0003952906 DATE:04-09-2012 03:36 PM AMT. PAID:\$450.30

	CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE ** KEEP WITH DOCUMENT **
DOCUMENT CODE 16_ BUSINESS CODE 03 DO7439896 Stock Stock Nonstock Close Close Close P.A. Religious Merging (Transferor) _
	ID # D07439896 ACK # 1000362003132141 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee)	04/09/2012 AT 03:01 P WO # 0003952906
	New Name
FEES REMITTED ા છે. વ Base Fee: Org. & Cap. Fee: 20 Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies 23 Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Cash Credit Card Check L Documents on Checks Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code Attention: Mail: Name and Address VENABLE LLP ANDREA COHEN SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
ી જવિડ	CUST ID:0002736326 WORK ORDER: 0003952906 DATE: 04-09-2012 03:36 PM AMT. PAID:\$450.30

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

8.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under the power contained in Section 3(a) of Article V of the charter of the Corporation, including, without limitation, the Articles Supplementary setting forth the terms of the 8.25% Series A Cumulative Redeemable Preferred Stock, as filed with the Maryland State Department of Assessments and Taxation on May 26, 2011 and as further supplemented by these Articles Supplementary (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolution duly adopted, reclassified 1,108,800 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as additional shares of 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series A Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number of Series A Preferred Stock that the Corporation has authority to issue is 2,488,800.

SECOND: The additional shares of Series A Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

THIRD: The undersigned Vice President, Chief Financial Officer and Treasurer of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

CUST ID:0002736326 WORK ORDER : 0003952906 DATE:04-09-2012 03:36 PM AMT. PAID:\$450.30

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Vice President, Chief Financial Officer and Treasurer and attested to by its Secretary on this 9th day of April, 2012.

ATTEST:

UMH PROPERTIES, INC.

By Elizabeth Chiarella

Secretary

By: 6 and (SEAL) Anna T. Chew

Vice President, Chief Financial Officer and Treasurer

	CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE ** KEEP WITH DOCUMENT **
DOCUMENT CODE C 9 BUSINESS CODE 03 # D07439896 Stock Stock Stock Close Close Close Nonstock P.A. P.A. P.A. Religious
Merging (Transferor) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
	ID # D07439896 ACK # 1000362003987874 A 44. D ------ -------- PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) -------------------------------------------------------------------------------------------------------------------------------------------------------	10/31/2012 AT 10:00 A WO # 0004044654
	New Name
FEES REMITTED 100 Base Fee: 30.98 Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies - 23 Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: 217,4 TOTAL FEES: Credit Card Check Cash Documents on Checks ﻟ Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 03 Code Attention: Mail: Name and Address VENABLE LLP A. COHEN SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142 ID:0002828074 CUST ORDER : 0004044654 HORK DATE:10-31-2012 10:42 AM AMT. PAID:\$410.45

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 48,663,800 shares, the number of shares of common stock that the Company is authorized to issue to 43,175,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$4,866,380.

• 1. Directors of the Company.
• 1. the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• 1. -The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 40.488.800, classified as 35.000.000 shares of common stock, par value \$0.10 per share, 2,488,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$4,048,880.
• 1. The total number of shares of stock that the Company has authority to issue after the foregoing amendment is 48,663,800, classified as 43,175,000 shares of common stock, par value \$0.10 per share, 2,488,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$4.866.380.

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

CUST ID:0002828074 WORK ORDER: 0004044654 DATE:10-31-2012 10:42 AM AMT. PAID:\$410.45

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 29th day of October, 2012.

ATTEST:

By:

Elizaboth Chiarella Secretary

UMH PROPERTIES, INC.

By:___________________________________________________________________________________________________________________________________________________________________________ Samuel A. Landy President

CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE ** KEEP WITH DOCUMENT **
DOCUMENT CODE / 0 BUSINESS CODE_03 Do7439896
Stock Stock Nonstock Close Close Close P.A. P.A. B.A. Religious
Merging (Transferor) _______
	ID # D07439896 ACK # 1000362003987890 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) _________________________	10/31/2012 AT 10:01 A WO # 0004044654
	New Name
FEES REMITTED 100 Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies 23 Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: 193 TOTAL FEES: Check Credit Card Card Cash 2- Documents on Checks 10 Approved By: Keyed By: _ COMMENT(S): 5 REA	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code Andred nov Attention: Mail: Name and Address VENABLE LLP A. COHEN SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
P	CUST ID:0002828074 WORK ORDER: 0004044654 DATE:10-31-2012 10:42 AM AMT. PAID:\$410.45

・・・・・・・

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

8.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation, as supplemented by these Articles Supplementary (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolution duly adopted, reclassified 1,175,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as additional shares of 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") of the Corporation, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and conditions of redemption of the Series A Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number of shares of Series A Preferred Stock that the Corporation has authority to issue is 3,663,800.

SECOND: The additional shares of Series A Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

cust ID:0002828074 WORK ORDER: 0004044654 DATE:10-31-2012 10:42 AM AMT. PAID:\$410.45

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its President and attested to by its Secretary on this 29th day of October, 2012.

ATTEST:

By:

Elizabeth Chiarella Secretary

UMH PROPERTIES, INC.

By:_ Samuel A. Landy President

CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE ** KEEP WITH DOCUMENT **
DOCUMENT CODE 09 BUSINESS CODE D-07439896 Stock X Nonstock Close P.A. Religious
Merging (Transferor)	ID # D07439896 ACK # 1000362008602064 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee)	10/19/2015 AT 03:55 P WO # 0004540335
	New Name
FEES REMITTED 100 Base Fee: Org. & Cap. Fee: l O Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Cash Credit Card Check Checks Documents on Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code 06 Attention: Mail: Names and Address
	Stamp Work Order and Customer Number HERE CUST ID:0003323755 WORK ORDER: 0004540335 DATE:10-19-2015 03:55 PM AMT. PAID:\$193.00

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 70,663,800 shares, the number of shares of common stock that the Company is authorized to issue to 64,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$7,066,380.

• The foregoing amendment has been approved by resolution of the Board of Directors of the 1. Company.
• 1. the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• 1. the foregoing amendment was 48,663,800, classified as 42,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$4,866,380.
• 1. amendment is 70,663,800, classified as 64,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3.000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$7,066,380.

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 19th day of October, 2015.

ATTEST: chatt By: Elizabeth Chiarella
Secretary

UMH PROPERTIES, HALL By: Samuel Landy President

... 【D:00003323755
... 【D:0005323755】
WORK(DRDER:0000540335
DATE:100-119--20155 .. 00
ANT

CORPORATE CHARTER APPROVAL SHEET EXPEDITED SERVICE ** KEEP WITH DOCUMENT **
DOCUMENT CODE_1/2" 35896 Stock X Nonstock Close Religious P.A.
Merging (Transferor)
	ID # D07439896 ACK # 1000362008602148 PAGES: 0022 UMH PROPERTIES, INC.
Surviving (Transferee)	10/19/2015 AT 03:59 P WO # 0004540341
	New Name
FEES REMITTED
100 Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Credit Card Card Card Check Cash Documents on and Checks Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 00 Code Attention: Mail: Names and Address VENABLE LLP SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202
Adl	Stamp Work Order and Customer Number HERE CUST ID:0003323761 WORK ORDER:0004540341 DATE:10-19-2015 03:59 PM AMT. PAID:\$212.00

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

8.0% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation, as supplemented by these Articles Supplementary (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 2,000,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as shares of a series of preferred stock, designated as 8.0% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock") with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and conditions of redemption of the Series B Preferred Stock which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof:

8.0% Series B Cumulative Redeemable Preferred Stock

Section 1. Number of Shares and Designation.

A series of preferred stock of the Corporation designated as the "8.0% Series B Cumulative Redeemable Preferred Stock" is hereby established, and the number of shares constituting such series shall be 2,000,000.

Section 2. Definitions.

"Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct common control with such specified person. For the purposes of this definition, "control" when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Affiliate Transaction" shall have the meaning set forth in Section 6(c) hereof.

"Alternative Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Alternative Form Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Board of Directors" shall mean the Board of Directors of the Corporation or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series B Preferred Stock.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York are not required to be open.

"Capital Gains Amount" shall have the meaning set forth in Section 3(g) hereof.

"Change of Control" shall have the meaning set forth in Section 6(b) hereof.

"Change of Control Conversion Date" shall have the meaning set forth in Section 8(a) hereof.

"Change of Control Conversion Right" shall have the meaning set forth in Section 8(a) hereof.

"Change of Control Redemption Right" shall have the meaning set forth in Section 6(b) hereof.

"Charter" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commission" shall have the meaning set forth in Section 10 hereof.

"Common Share Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Common Stock" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Common Stock Price" shall have the meaning set forth in Section 8(a) hereof.

"Conversion Agent" shall have the meaning set forth in Section 8(d) hereof.

"Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Corporation" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Delisting Event" shall have the meaning set forth in Section 6(a) hereof.

"Delisting Event Conversion Date" shall have the meaning set forth in Section 8(a).

"Delisting Event Conversion Right" shall have the meaning set forth in Section 8(a) hereof.

"Delisting Event Redemption Right" shall have the meaning set forth in Section 6(a) hereof.

"DTC" shall have the meaning set forth in Section 8(f) hereof.

"Equity Stock" shall have the meaning set forth in Section 1(b) of Article V of the Charter.

"Event" shall have the meaning set forth in Section 9(d)(ii) hereof.

"Excess Stock" shall have the meaning set forth in Article V of the Charter.

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

"NASDAQ" shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"NYSE" shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"NYSE MKT" shall mean the NYSE MKT LLC Equities or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

"Optional Redemption Right" shall have the meaning set forth in Section 5(b) hereof.

"Original Issue Date" shall mean the first date on which shares of Series B Preferred Stock are issued and sold.

"Ownership Limit" shall have the meaning set forth in Section 2(a) of Article V of the Charter.

"Parity Preferred" shall have the meaning set forth in Section 9(b) hereof.

"Preferred Directors" shall have the meaning set forth in Section 9(b) hereof.

"Preferred Dividend Default" shall have the meaning set forth in Section 9(b) hereof.

"REIT" shall have the meaning set forth in Section 1(a)(i) of Article III of the Charter.

"Series B Dividend Period" shall mean the respective periods commencing on and including March 1, June 1, September 1 and December 1 of each year and ending on and including the day preceding the first day of the next succeeding Series B Dividend Period (other than the initial Series B Dividend Period, which shall commence on the Original Issue Date and end on and include February 29, 2016, and other than the Series B Dividend Period during which any shares of Series B Preferred Stock shall be redeemed pursuant to Section 5 or Section 6 (and

that is not a Series B Dividend Period of the type contemplated by Section 7(b)), which, solely with respect to the shares of Series B Preferred Stock being redeemed, shall end on and include the day immediately preceding the redemption date with respect to the shares of Series B Preferred Stock being redeemed).

"Series B Payment Date" shall mean, with respect to each Series B Dividend Period, the fifteenth (15th) day of the month following the month in which such Series B Dividend Period has ended (March, June, September and December of each year), commencing on March 15, 2016.

"Series A Preferred Stock" shall mean the Corporation's 8.25% Series A Cumulative Redeemable Preferred Stock.

"Series B Preferred Stock" shall have the meaning set forth in the preamble to this Articles Supplementary.

"Series B Record Date" shall mean the close of business on the date designated by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series B Payment Date.

"Share Cap" shall have the meaning set forth in Section 8(a) hereof.

"Share Split" shall have the meaning set forth in Section 8(a) hereof.

"Special Optional Redemption Rights" shall have the meaning set forth in Section 6(b) hereof.

"Stock" shall have the meaning set forth in Section 1(b) of Article V of the Charter.

"Total Distributions" shall have the meaning set forth in Section 3(g) hereof.

Section 3. Section Dividends and Distributions.

(a) Subject to the preferential rights of the holders of any class or series of equity securities of the Corporation ranking senior to the Series B Preferred Stock as to dividends, the holders of the then outstanding Series B Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of \$2.00 per share each year, which is equivalent to the rate of 8.0% of the \$25.00 liquidation preference per share per annum. Such dividends shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series B Payment Date for the related Series B Dividend Period, commencing March 15, 2016, to all holders of record on the applicable Series B Record Date; provided, however, that if any Series B Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series B Payment Date may be paid or set aside for payment on the next succeeding Business Day with the same force and effect as if paid on such Series B Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series B Payment Date to such next succeeding Business Day.

The initial dividend payable on the Series B Preferred Stock will cover the period from and including the Original Issue Date through February 29, 2016 and will be paid on March 15, 2016. The amount of any dividend payable on the Series B Preferred Stock for each full Series B Dividend Period shall be computed by dividing \$2.00 by four (4), regardless of the actual number of days in such full Series B Dividend Period. The amount of any dividend payable on the Series B Preferred Stock for any partial Series B Dividend Period and for the initial Series B Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Series B Record Date. Notwithstanding any provision to the contrary contained herein, the dividend payable on each share of Series B Preferred Stock outstanding on a Series B Record Date shall equal the dividend payable on each other share of Series B Preferred Stock that is outstanding on such Series B Record Date, and no holder of any share of Series B Preferred Stock shall be entitled to receive any dividends paid or payable on the Series B Preferred Stock with a Series B Record Date before the date such share of Series B Preferred Stock is issued.

(b) for payment by the Corporation at such time as the terms and conditions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, payment or setting apart for payment or would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

(c) Series B Preferred Stock shall accrue with respect to any Series B Dividend Periods whether or not (i) any of the agreements or laws set forth in Section 3(b) hereof at any time are applicable, (ii) the Corporation has earnings, (iii) there are funds legally available for the payment of such dividends or (iv) such dividends are declared. No interest or additional dividend shall be payable in respect of any accrued but unpaid dividend on the Series B Preferred Stock.

(d) or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking, as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation, on a parity with or junior to the Series B Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of equity securities ranking junior to the Series B Preferred Stock as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation), nor shall any shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking, as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation, on a parity with or junior to the Series B Preferred Stock be redeemed (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired, (except (i) by conversion into or exchange for shares of Common Stock or shares of any other class or series of equity securities of the Corporation ranking junior to the Series B Preferred Stock as to dividends and upon liquidation, dissolution or winding-up of the affairs of the Corporation, (ii) for the acquisition of shares made pursuant to the provisions of Section 2 of Article V of the Charter,

and (iii) for the purchase or acquisition of equity securities of the Corporation ranking equal to the Series B Preferred Stock as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation, pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series B Preferred Stock and any other shares of any other class or series of equity securities ranking on a parity with the Series B Preferred Stock as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation), unless full cumulative dividends on the Series B Preferred Stock for all past Series B Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and any other class or series of equity securities ranking, as to dividends, on a parity with the Series B Preferred Stock, all dividends (other than any acquisition of shares pursuant to the provisions of Section 2 of Article V of the Charter or a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock and any such other class or series of equity securities ranking on parity with the Series B Preferred Stock as to dividends or upon liquidation, dissolution or winding-up of the affairs of the Corporation), declared upon the Series B Preferred Stock and each such other class or series of equity securities ranking, as to dividends, on a parity with the Series B Preferred Stock shall be allocated pro rata so that the amount declared per share of Series B Preferred Stock and such other class or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other class or series of equity securities for prior Series B Dividend Periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred Stock which may be in arrears.

(f) payable in cash, property or Stock, in excess of full cumulative dividends on the Series B Preferred Stock as provided herein. Any dividend payment made on the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains payable.

(g) dividends" (as defined in Section 857 of the Code or any successor revenue code or section) any portion (the "Capital Gains Amount") of the total distributions not in excess of the Corporation's earnings and profits (as determined for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of Stock (the "Total Distributions"), then the portion of the Capital Gains Amount that shall be allocable to holders of Series B Preferred Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series B Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series of Stock outstanding.

Section 4. Liquidation Preference.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, before any distribution or payment shall be made to holders of Common Stock or any other class or series of equity securities of the Corporation ranking, as to rights upon liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Series B Preferred Stock, the holders of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders a liquidation preference of \$25.00 per share, plus an amount equal to any accrued and unpaid dividends to, but not including, the date of payment (whether or not declared). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Corporation are insufficient to pay the amount of the distributions payable upon liquidation, dissolution or winding-up of the affairs of the Corporation, on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of securities of the Corporation ranking, as to rights upon liquidation, dissolution or winding-up of the affairs of the Corporation, on a parity with the Series B Preferred Stock, the holders of the Series B Preferred Stock and each such other class or series of securities ranking, as to rights upon liquidation, dissolution or winding-up of the affairs of the Corporation, on a parity with the Series B Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated therein, to each record holder of Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation, conversion or merger of the Corporation with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding-up of the affairs of the Corporation.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of Stock or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of the Series B Preferred Stock will not be added to the Corporation's total liabilities.

Optional Redemption. Section 5.

(a) except as provided in Section 5(c) pursuant to Section 2 of Article V of the Charter or as set forth in Section 6 hereof.

(b) o On or after October 20, 2020, the Corporation, at its option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 5(e) hereof, may redeem the Series B Preferred Stock, in whole or in part, at any time to time to time, at a redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the "Optional Redemption Right"). If less than all of the outstanding shares of Series B Preferred Stock are to be redeemed, the shares of Series B Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot or by any other equitable method determined by the Board of Directors of the Corporation that will not result in a violation of Section 2 of Article V of the Charter. If such redemption is to be by lot and, as a result of such redemption, any holder of Series B Preferred Stock would own shares of Series B Preferred Stock in excess of the Ownership Limit or in violation of any of the other restrictions on ownership and transfer of our Equity Stock set forth in Section 2 of Article V of the Charter, then, except as otherwise provided in the Charter, the Corporation will redeem the requisite number of shares of Series B Preferred Stock of such holder such that no holder will violate the Ownership Limit or any other restrictions on ownership and transfer of our Equity Stock set forth in Section 2 of Article V of the Charter subsequent to such redemption.

(c) accordance with the terms and conditions set forth in this Section 5 of these Articles Supplementary at any time and from time to time, whether before or after October 20, 2020, if the Board of Directors determines that such redemption is reasonably necessary to preserve the status of the Corporation as a qualified REIT. If the Corporation calls for redemption any Series B Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to and including the date fixed for redemption, without interest.

(d) Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for all past Series B Dividend Periods, no shares of Series B Preferred Stock shall be redeemed pursuant to this Section 5 unless all outstanding shares of Series B Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly any Series B Preferred Stock (except by exchange for equity securities of the Corporation ranking, as to dividends and upon liquidation, junior to the Series B Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Series B Preferred Stock or any other class or series of equity securities of the Corporation by the Corporation in accordance with the terms of Section 5(c) hereof or Section 2 of Article V of the Charter or the purchase or acquisition of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series B Preferred Stock.

(e) Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the shares of Series B Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. Failure to give such notice or any defect thereto or in

the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for the redemption of any shares of Series B Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series B Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total to training, chares of Series B Preferred Stock to be redeemed (and, if less than all the shares held humov. of the redeemed, the number of shares to be redeemed from such holder); (iv) the place or places where the shares of Series B Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for payments the concents the Corporation requires in connection with such redemption; and (v) that dividends on the Series B Preferred Stock to be redeemed shall cease to accrue on such redemption rate.

(f) of the Charter, including, without limitation, the provisions for conversion into shares of Execus of the Charter, members of Excess Stock and shares transferred, or attempted to be transferred, in violation of such provisions. In addition to the redemption rights set forth in transverou, in Tenanen of the Charter, shares of Excess Stock issued upon conversion of shares Section a(a) er rimed Stock may be redeemed, in whole or in part, at any time when outstanding of Series B Preferred Stock hay a are being redeemed, for cash at a redemption price of \$25.00 shares of Series D Prefere plus (subject to Section 7(b) hereof) all dividends (whether or not per share of Execus Dook, plan (Sabyon to St. Series B Preferred Stock that were converted into aveh shares of Excess Stock prior to such conversion and all dividends that, but for such suel shares of Elected and been unpaid on the shares of Series B Preferred Stock so converted to, but not including, the date of redemption, without interest. If the Corporation elects to redeem Excess Stock pursuant to the redemption right set forth in the preceding sentence, such Excess Stock shall be redeemed in such proportion and in accordance with such procedures as Series B Preferred Stock are being redeemed.

Section 6. Special Optional Redemption by the Corporation.

(a) the Series B Preferred Stock is not listed on the NYSE, NYSE MKT or the NASDAQ and (ii) the the Series D Frenered Stories in the reporting requirements of the Exchange Act, but any shares of Corporation is not bayer to outstanding (the occurrence of clauses (i) and (ii) is referred to as a "Delisting Event"), the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem the outstanding shares of the Series B Preferred Stock, in whole but not in part, within 90 days after the date of the the Section Event, for a redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) Donoming accrued and unpaid (whether or not declared), if any, to, but not including, the date an arrivas are redeemed as provided in this Section 6(a) (a "Delisting Event Redemption Right").

(b) have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem shares of the Series B Preferred Stock, in whole but not in part, within 120 days after the first date on which such Change of Control occurred, for cash at \$25.00 per share plus (subject to Section 7(b) hereof) accrued and unpaid dividends (whether or not declared) on the Series B Preferred Stock to, but not including, the redemption date ("Change of Control Redemption Right" and, together with the Delisting Event Redemption Right, the "Special Optional Redemption Rights").

A "Change of Control" occurs when, after the Original Issue Date, the following have occurred and are continuing:

(i) be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions of shares of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all outstanding shares of stock of the Corporation entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(ii) Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE MKT or the NASDAQ.

(c) shares of Series B Preferred Stock (x) upon any Delisting Event occurring in connection with a transaction set forth in clause (i) of the definition of Change of Control unless such Delisting Event also constitutes a Change of Control or (y) with respect to any Delisting Event or Change of Control occurring in connection with a transaction (an "Affiliate Transaction") with, or by, any person (as defined in clause (i) of the definition of Change of Control) who prior to such transaction is an Affiliate of the Corporation.

(d) Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series B Preferred Stock at their respective addresses as they appear on the stock transfer records of the Corporation. Failure to give such notice or any defect thereto or in the mailing thereof shall not affect the sufficiency of notice or validity of the proceedings for the redemption of any shares of Series B Preferred Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any information required by law or the applicable rules of any exchange upon which Series B Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number of shares of Series B Preferred Stock to be redeemed; (iv) the place or places where the shares of Series B

Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption; (v) that the Series B Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change of Control Redemption Right, as applicable, in connection with the occurrence of a Delisting Event or Change of Control, as applicable, and a brief description of the transaction or transactions constituting such Delisting Event or Change of Control, as applicable; (vi) that holders of Series B Preferred Stock will not be able to tender shares of Series B Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Series B Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; and (vii) that dividends on the shares of Series B Preferred Stock to be redeemed will cease to accumulate on such redemption date.

Section 7. Redemption by the Corporation.

(a) given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any Series B Preferred Stock so called for redemption and (iii) irrevocable instructions have been given to pay the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption, then from and after the redemption date dividends shall cease to accrue on such shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall no longer be outstanding, such shares of Series B Preferred Stock shall not be transferred except with the consent of the Corporation and all other rights of the holders of such shares will terminate, except the right to receive the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) any accrued and unpaid dividends (whether or not declared) payable upon such redemption, without interest.

(b) corresponding Series B Payment Date, each holder of shares of Series B Preferred Stock on such Series B Record Date shall be entitled to the dividend payable on such shares on the corresponding Series B Payment Date, notwithstanding the redemption of such shares on or prior to such Series B Payment Date, and each holder of shares of Series B Preferred Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end of the Series B Dividend Period to which such Series B Payment Date relates to, but not including, the date of redemption.

(c) or trust corporation and shall be irrevocable except that:

(i) corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

(ii) by the holders of the Series B Preferred Stock entitled thereto at the expiration of two (2) years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

Section 8. Conversion Rights.

(a) Control, as applicable, each holder of shares of Series B Preferred Stock shall have the right, unless, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, the Corporation provides notice of its election to redeem such shares of Series B Preferred Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert all or part of the shares of Series B Preferred Stock held by such holder (with respect to a Delisting Event, the "Delisting Event Conversion Right" and, with respect to a Change of Control, the "Change of Control Conversion Right") on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, into a number of shares of Common Stock per share of Series B Preferred Stock to be converted (the "Common Share Conversion Consideration") equal to the lesser of (A) the quotient obtained by dividing (i) the sum of \$25.00 plus the amount of all accrued and unpaid dividends (whether or not declared) on the Series B Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, (unless such Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, is after a Dividend Record Date and prior to the corresponding Series B Payment Date, in which case no additional amount for accrued and unpaid dividends that have been declared and are to be paid on such Series B Payment Date will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 5.0710 (as adjusted pursuant to the immediately succeeding paragraph, the "Share Cap").

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a "Share Split") with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

In the case of a Delisting Event or Change of Control, as applicable, pursuant to, or in connection with, which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the "Alternative Form Consideration"), a holder of shares of Series B Preferred Stock shall receive upon conversion of such shares of

Series B Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of Common Stock equal to the Common Share Conversion immediately prior to the effective time of the Delisting Event or Change of Control, as applicable (the "Alternative Conversion Consideration" and, together with the Common Share Conversion Consideration, the "Conversion Consideration").

In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, as applicable, the consideration that the holders of Series B Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Delisting Event or Change of Control, as applicable.

The "Change of Control Conversion Date" with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of the Change of Control pursuant to Section 8(d). The "Delisting Event Conversion Date" with respect to any Delisting Event shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of such Delisting Event pursuant to Section 8(d).

The "Common Stock Price" for any Change of Control shall be (i) the amount of cash consideration per share of Common Stock, if the consideration to be received in the Change of Control by holders of Common Stock is solely cash, or (ii) the average of the closing prices per share of Common Stock on the NYSE or NYSE MKT for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash. The "Common Stock Price" for any Delisting Event shall be the average of the closing prices per share of Common Stock on the NYSE or NYSE MKT for the ten consecutive ttading days immediately preceding, but not including, the effective date of the Delisting Event.

(b) Series B Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractiona! shares based on the Common Stock Price.

(c) (either, a "Conversion Date") falls after a Series B Record Date and on or prior to the corresponding Series B Payment Date, each holder of shares of Series B Preferred Stock at the close of business on such Series B Record Date shall be entitled to the dividend payable on such shares on the corresponding Series B Payment Date, notwithstanding the conversion of such shares on or prior to such Series B Payment Date, and each holder of shares of Series B Preferred Stock that are converted on such Conversion Date will be entitled to the dividends, if any, accruing after the end of the Series B Dividend Period to which such Series B Payment Date relates to, but not including, the Conversion Date.

(d) Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, a notice of occurrence of the Delisting Event or the Change of Control, as applicable, describing the resulting Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, shall be delivered to the holders of record of the outstanding shares of Series B Preferred Stock at their addresses as they appear on the Corporation's stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series B Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Delisting Event or the Change of Control, as applicable; (ii) the date of the Delisting Event or the Change of Control, as applicable; (iii) the last date on which the holders of Series B Preferred Stock may exercise their Delisting Event Conversion Right or Change of Control Conversion Right, as applicable; (iv) the method and period for calculating the Common Stock Price; (v) the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; (vi) that if, prior to the applicable Conversion Date, the Corporation provides notice of its election to redeem all or any portion of the Series B Preferred Stock, the holder will not be able to convert the shares of Series B Preferred Stock called for redemption and such shares of Series B Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series B Preferred Stock; (viii) the name and address of the paying agent and the conversion agent (the "Conversion Agent"); and (ix) the procedures that the holders of Series B Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable.

(e) Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Corporation's website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 8(d) above to the holders of record of Series B Preferred Stock.

(f) Control Conversion Right, as applicable, a holder of record of shares of Series B Preferred Stock shall be required to deliver, on or before the close of business on the applicable Conversion Date, the certificates representing any certificated shares of Series B Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state: (i) the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and (ii) the number of Shares of Series B Preferred Stock to be converted. Notwithstanding the foregoing, if the shares of Series B Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company ("DTC").

(g) Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (in whole or in part) by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable. The notice of withdrawal must state: (i) the number of withdrawn shares of Series B Preferred Stock; (ii) if certificated shares of Series B Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn certificated shares of Series B Preferred Stock; and (iii) the number of shares of Series B Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series B Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of DTC.

(h) Shares of Series B Preferred Stock as to which the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, on the related Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, unless, prior to the applicable Delisting Event Conversion Date or the Change of Control Conversion Date, the Corporation provides notice of its election to redeem such shares of Series B Preferred Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights.

(i) than the third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable.

(i) Preferred Stock will be entitled to exercise a Delisting Event Conversion Right or Change of Control Conversion Right or convert any shares of Series B Preferred Stock into shares of Common Stock to the extent that receipt of shares of Common Stock upon the conversion of such shares of Series B Preferred Stock in accordance with this Section 8 would cause such person or any other person to violate Section 2 of Article V of the Charter.

(k) Change of Control Conversion Right, as applicable, the Corporation shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series B Preferred Stock into Conversion Consideration.

Section 9. Voting Rights.

Holders of the Series B Preferred Stock shall not have any voting rights except as (a) set forth in this Section 9.

(b) Whenever dividends on any outstanding shares of Series B Preferred Stock shall have not been paid for six or more Series B Dividend Periods (whether or not such dividends have been declared or such Series B Dividend Periods are consecutive) (a "Preferred Dividend Default"), the holders of Series B Preferred Stock (and all other classes and series of preferred

stock of the Corporation ranking on a parity with the Series B Preferred Stock as to dividends and upon liquidation and upon which like voting rights have been conferred and are exercisable (the "Parity Preferred"), voting together as a single class) will be entitled to vote for the election of two additional directors (the "Preferred Directors"), at each annual meeting of the Corporation's stockholders and at any special meeting of the Corporation's stockholders called for the purpose of electing Preferred Directors, until all dividends accumulated on outstanding shares of Series B Preferred Stock for all past Series B Dividend Periods shall have been fully paid or declared and a sum sufficient for the cash payment thereof set aside for payment. Unless the number of the Corporation's directors has previously been increased pursuant to the terms of any class or series of Parity Preferred with which the holders of Series B Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors, the number of the Corporation's directors shall automatically increase by two at such time as holders of Series B Preferred Stock become entitled to vote in the election of the Preferred Directors. Unless shares of Parity Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number of the Corporation's directors shall automatically decrease by two, when all dividends on outstanding shares of Series B Preferred Stock accumulated for all past Series B Dividend Periods have been fully paid or declared and a sum sufficient for the cash payment thereof set aside for payment. If the right of holders of Series B Preferred Stock to elect the Preferred Directors terminates after the record date for the determination of holders of shares of Series B Preferred Stock entitled to vote in any election of Preferred Directors but before the closing of the polls in such election, holders of shares of Series B Preferred Stock outstanding as of such record date shall not be entitled to vote in the election of any Preferred Directors. The right of the holders of Series B Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are in arrears for six Series B Dividend Periods, as described above. In no event shall the holders of Series B Preferred Stock be entitled to nominate or elect an individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to serve as a Preferred Director, if the individual's service as a Preferred Director would cause the Corporation to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed.

(c) The Preferred Directors shall be elected by a plurality of the votes cast in the election of such directors, and each Preferred Director will serve until the next annual meeting of the Corporation's stockholders and until his or her successor is duly elected and qualifies, or until such director's term of office terminates as set forth in Section 9(b). Any director elected by the holders of Series B Preferred Stock and any Parity Preferred may be removed only by a vote of the holders of a majority of the outstanding shares of Series B Preferred Stock and Parity Preferred with which the holders of Series B Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors. At any time that the holders of Series B Preferred Stock are entitled to vote in the election of the Preferred Directors, holders of Series B Preferred Stock shall be entitled to vote in the election of a successor to fill any vacancy on the Board of Directors that results from the removal of a Preferred Director.

(d) Preferred Directors as described in this Section 9(b) but such directors have not been elected, the Corporation's secretary must call a special meeting of stockholders for the purpose of electing the Preferred Directors upon the written request of the holders of record of 10% of the

outstanding shares of Series B Preferred Stock and Parity Preferred with which the holders of Series B Preferred Stock are entitled to vote together as a single class with respect to the election of Preferred Directors, unless such a request is received less than 90 days before the date fixed for the next annual meeting of the Corporation's stockholders, in which case, the Preferred Directors may be elected at such annual meeting or at a separate special meeting of the Corporation's stockholders.

(e) So long as any shares of Series B Preferred Stock remain outstanding, the approval of holders of Series B Preferred Stock and Parity Preferred entitled to vote together with the holders of Series B Preferred Stock on such matter entitled to cast at least 66 2/3% of the votes entitled to be cast by holders of Series B Preferred Stock and any such Parity Preferred (voting together as a single class) shall be required to: (i) amend, alter, repeal or otherwise change any provision of the Charter, including these Articles Supplementary, (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Corporation's assets or otherwise) that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock or (ii) create, issue or increase the authorized number of shares of any class or series of stock having a preference as to dividends or other distributions, whether upon liquidation, dissolution or otherwise, that is senior to the Series B Preferred Stock (or any equity securities convertible or exchangeable into any such shares).

(f) The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock:

(i) any class or series or the classification or reclassification of any unissued shares of Stock, or the creation or issuance of equity securities, of any class or series ranking, as to dividends or liquidation preference, equal to, or junior to, the Series B Preferred Stock, provided that such action does not decrease the number of authorized shares of Common Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series B Preferred Stock to be converted in full in accordance with the terms hereof; or

(ii) an amendment, alteration, or repeal or other change to any provisions of the Charter, including the terms of the Series B Preferred Stock, whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all of the Corporation's assets or other business combination (an "Event"), (x) if the Series B Preferred Stock (or securities of any successor person or entity to the Corporation into which the Series B Preferred Stock has been converted) remains outstanding with the terms thereof unchanged in all material respects or the holders of shares of Series B Preferred Stock receive securities of a successor person or entity with substantially identical rights as those of the Series B Preferred Stock, taking into account that, upon the occurrence of an Event, the Corporation may not be the surviving entity, or (y) if the holders of the Series B Preferred Stock shall receive the greater of the full trading price of the Series B Preferred Stock on the last date prior to the first public announcement of an Event or \$25.00 per share of Series B Preferred Stock, plus all accrued and unpaid dividends to, but not including, the date of such Event (other than any declared dividends

having a Dividend Record Date before the date of such Event and a Series B Payment Date after the date of such Event, which shall be paid as provided in Section 3 above), pursuant to the occurrence of any Event (other than an Event that is an Affiliate Transaction).

(g) entitled to vote together as a single class with the holders of Series B Preferred Stock on any amendment, alteration, repeal or other change to any provision of the Charter, including these Articles Supplementary, unless such action affects the holders of the Series B Preferred Stock and such Parity Preferred equally. On any matter in which the Series B Preferred Stock may vote, each share of Series B Preferred Stock shall entitle the holder thereof to cast one vote, except that, in class votes, or in determining the percentage of outstanding shares, when voting together as a single class, with shares of one or more class or series of Parity Preferred, shares of different classes and series shall vote, or such determination shall be made, in proportion to the liquidation preference of the shares.

(h) The foregoing voting provisions of this Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption, in each case, in accordance with the provisions hereof.

(i) relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action, including, without limitation, any merger, conversion or consolidation of the Corporation or a sale of all or substantially all of the assets of the Corporation, irrespective of the effect that such merger, conversion or consolidation or sale may have upon the rights, preferences, privileges or voting power of the holders of the Series B Preferred Stock.

Section 10. Information Rights.

During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series B Preferred Stock are outstanding, the Corporation will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series B Preferred Stock, as their names and addresses appear in the Corporation's record books and without cost to such holders, copies of the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Corporation would have been required to file with the Securities and Exchange Commission (the "Commission"), pursuant to Section 13 or Section 15(d) of the Exchange Act if the Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of Series B Preferred Stock.

Section 11. Conversion.

The Series B Preferred Stock shall not be convertible into or exchangeable for any other property or securities of the Corporation or any other entity, except in accordance with Section 8 hereof and Article V of the Charter.

Section 12. Ranking.

In respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the Series B Preferred Stock shall rank (i) senior to all classes or series of the Corporation's Common Stock and to all other equity securities issued by the Corporation, the terms of which expressly provide that such securities rank junior to the Series B Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or winding-up of the Corporation, (ii) on a parity with the Series A Preferred Stock and on a parity with all equity securities issued by the Corporation, the terms of which expressly provide that such securities rank on a parity with the Series B Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or winding-up of the affairs of the Corporation, and (iii) junior to all equity securities issued by the Corporation, the terms of which expressly provide that such securities rank senior to the Series B Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or windingup of the affairs of the Corporation. All Series B Preferred Stock shall rank equally with one another and shall be identical in all respects.

Section 13. Restrictions on Ownership and Transfer of Series B Preferred Stock.

The Series B Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) of Article V of the Charter. All shares of Series B Preferred Stock shall include the legend provided in Section 2(e)(iv) of Article V of the Charter.

Section 14. Status of Acquired Shares of Series B Preferred Stock.

All shares of Series B Preferred Stock which shall have been issued and reacquired in any manner by the Corporation shall be returned to the status of authorized but unissued Common Stock.

Section 15. Record Holders.

The Corporation may deem and treat the record holder of any share of Series B Preferred Stock as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary. Except as may be otherwise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series B Preferred Stock are not entificates representing the Series B Preferred Stock held by them.

Section 16. Sinking Fund.

The Series B Preferred Stock shall not be entitled to the benefits of any retirement or sinking fund.

Section 17. Exclusion of Other Rights.

The Series B Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the Charter and these Articles Supplementary.

Section 18. Headings of Subdivisions.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Severability of Provisions. Section 19.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Series B Preferred Stock set forth in the Charter (including these Articles Supplementary) which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

SECOND: The Series B Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 19th day of October 2015.

ATTEST By:

Name; Elizabeth Chiarella Title: Secretary

UMH PROPERTIES, IDE. By: Name: Samuel Landy Title: President

CUST ID:0003323761 CUST ID: 0003323781 000 : 00DER : 00045403403403403 : 59 PM
DATE : 10-119-2015 : 03 : 59 PM
DATE : 10-19-2015 : 03 : 59 PM
: 00000 : \$212 : \$212 : 00 DATE: 10-19-2020 : 00

** EXPEDITED SERVICE **	CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
BUSINESS CODE O ട് DOCUMENT CODE 874398 Stock Stock Close Nonstock P.A. P.A. B.A. Religious
Merging (Transferor)
	Affix Barcode Label Here
	ID # D07439896 ACK # 1000362009660830 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) _________________________	08/11/2016 AT 11:47 A WO # 0004668427
	New Name
FEES REMITTED ್ರಿ Base Fee: 2 (1) Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES:	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s)
Check Cash Credit Card	Code Attention:
Checks Documents on	Mail: Names and Address
Approved By: Keyed By:	VENABLE LLP SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202
COMMENT(S):	Stamp Work Order and Customer Number HERE CUST ID:0003451850 WORK ORDER: 0004668427 DATE:08-11-2016 11:47 AM AMT. PAID:\$213.00

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 85,663,800 shares, the number of shares of common stock that the Company is authorized to issue to 75,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$8,566,380.00.

• The foregoing amendment has been approved by resolution of the Board of Directors of the 1. Company.
• The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)(13) of
  the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• 1. the foregoing amendment was 81,663,800, classified as 71,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$8,166,380.00.
• 1. So The total number of stock that the Company has authority to issue after the foregoing amendment is 85,663,800, classified as 75,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$8,566,380.

The undersigned President of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

CUST ID:0003451850 WORK ORDER : 0004668427 DATE:08-11-2016 11:47 AM AMT. PAID:\$213.00

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 11 th day of August, 2016.

ATTEST: Byz Eraig Koster

Secretary

i

. S

UMH PROPERTIES, INC. 7 By: Samuel A. Landy President

** EXPEDITED SERVICE **	CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
DOCUMENT CODE_O BUSINESS CODE Stock L Nonstock Close P.A. Religious
Merging (Transferor)	Affix Daranda I ahal Hara_ ID # D07439896 ACK # 1000362009278732 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee) _________________________	04/04/2016 AT 03:00 P WO # 0004618340 New Name
FEES REMITTED Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies 72 Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: AL FEES: Credit Card Cash Check Documents on Checks Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code O63 Attention: Mail: Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	Stamp Work Order and Customer Number HERE CUST ID:0003401762 WORK ORDER:0004618340 DATE:04-04-2016 03:00 PM AMT. PAID:\$413.00
ગુલામ ్యాల్యేక ప

UMH PROPERTIES, INC.

1

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes and series that the Company has authority to issue to 81,663,800 shares, the number of common stock that the Company is authorized to issue to 73,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$8,166,380.

• The foregoing amendment has been approved by resolution of the Board of Directors of the 1. Company.
• 1. the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• The total number of shares of stock that the Company had authority to issue immediately before 3. the foregoing amendment was 70,663,800, classified as 62,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 2,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$7,066,380.
• 1. amendment is 81,663,800, classified as 73,000,000 shares of common stock, par value \$0.10 per share, 3.663,800 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 2,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$8,166,380.

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

ﺗﻜﻔﻴ

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 4th day of April, 2016.

ATTEST:

By: __________________________________________________________________________________________________________________________________________________________________________

Craig Koster Secretary

UMH PROPERTIES, INC.

CO By:___________________________________________________________________________________________________________________________________________________________________________

Samuel A. Landy President

CUST ID:0003401762 WORK ORDER:0004618340 DATE:04-04-2016 03:00 PM AMT. PAID:\$413.00

	CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** DOCUMENT CODE_16__________________________ # D-07435896	** KEEP WITH DOCUMENT **
Stock >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Close Close Close Nonstock P.A. P.A. B.A. Religious
Merging (Transferor)
	ID # D07439896 ACK # 1000362009278815 PAGES: 0003 UMH PROPERTIES, INC.
Surviving (Transferee)	04/04/2016 AT 03:03 P WO # 0004618346
	New Name
FEES REMITTED
100 Base Fee: Org. & Cap. Fee: 10 Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: TOTAL FEES: Cash Check Credit Card Checks Documents on Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 065 Code Attention: Mail: Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	Stamp Work Order and Customer Number HERE CUST ID:0003401768 WORK ORDER: 0004618346 DATE:04-04-2016 03:03 PM AMT. PAID:\$193.00
anamin

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

8.0% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation, as supplemented by these Articles Supplementary (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 2,000,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as additional shares of 8.0% Series B Cumulative Redeemable Preferred Stock of the "Series B Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and conditions of redemption of the Series B Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number of shares of Series B Preferred Stock that the Corporation has authority to issue is 4,000,000.

SECOND: The additional shares of Series B Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law and the Charter.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 4th day of April, 2016.

ATTEST:

By:

Name: Craig Koster Title: Secretary

By:

Name: Samuel A/Landy Title: President

UMH PROPERTIES, INC.

CUST ID:0003401768 WORK ORDER:0004618346 DATE:04-04-2016 03:03 PM AMT. PAID:\$193.00

CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
DOCUMENT CODE_______________________ BUSINESS CODE D07439896 Nonstock Stock Stock Stock Stock Close Close Close P.A. _________________________ Religious __________________________
Merging (Transferor) ___________________________	Affix Rarcode Labol Land ID # D07439896 ACK # 1000362009489768 PAGES: 0002 UMH PROPERTIES, INC.
Surviving (Transferee) _________________________	05/09/2016 AT 10:35 A WO # 0004635803
	New Name
FEES REMITTED 25 Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: Mail Processing Fee: Other: 25 TOTAL FEES: Check Check Cash Credit Card Card Card Documents on B Checks B 0 Approved By: Keyed By: COMMENT(S):	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 679 Code Attention: Mail: Name and Address CSC (UNITED STATES CORPORATION) WILMINGTON STE. 400 2711 CENTERVILLE ROAD MILMINGTON DE 19808
	CUST ID:0003419226 WORK ORDER : 0004635803 DATE:05-16-2016 10:57 AM AMT. PAID:\$200.00

RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

The directors/stockholders/general partner/authorized person of UMH PROPERTIES, INC. (Name of Entity)

(State)

organized under the laws of_Maryland

(Check applicable boxes)

× The principal office is changed from: (old address)

to: (new address)

7 St. Paul Street, Suite 820, Baltimore, MD 21202

351 West Camden Street, Baltimore, MD 21201

X The name and address of the resident agent is changed from:

THE CORPORATION TRUST INCORPORATED

351 WEST CAMDEN STREET, BALTIMORE, MD 212017912

to:

CSC-Lawyers Incorporating Service Company

7 St. Paul Street, Suite 820, Baltimore, MD 21202

I certify under penalties of perjury the foregoing is true.

Signed_

_passed the following resolution:

Secretary or Assistant Secretary General Partner Authorized Person Elizabeth A Dawson, Secretary

I hereby consent to my designation in this document as resident agent for this entity.
cs = Lawyers Incorporating & Service Company +
Resident Agent
Name: Grace E. Kirby
Annt Vina Dennidant

CUST ID:0003419226 WORK ORDER : 0004635803 DATE:05-16-2016 10:57 AM AMT. PAID:\$200.00

c°Vern°Y Department of Assessments Taxation

Director

Charter Division

Date: 08/11/2016

VENABLE LLP SUITE 900 750 E. PRATT STREET BALTIMORE MD 21202

	THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
ENTITY NAME	UMH PROPERTIES, INC.
DEPARTMENT ID	D07439896
TYPE OF REQUEST	ARTICLES OF AMENDMENT
DATE FILED	08-11-2016
TIME FILED	11:47 AM
RECORDING FEE	\$100.00
ORG. & CAP FEE	\$20.00
EXPEDITED FEE	\$70.00
COPY FEE	\$23.00
FILING NUMBER	1000362009660830
CUSTOMER ID	0003451850
WORK ORDER NUMBER	0004668427

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter Division Baltimore Metro Area (410) 767-1350 Outside Metro Area (888) 246-5941

ENTITY TYPE:	ORDINARY BUSINESS - STOCK
STOCK:	Y
CLOSE:	U
EFFECTIVE DATE.: PRINCIPAL OFFICE	08-11-2016 351 WEST CAMDEN STREET
RESIDENT AGENT:	BALTIMORE MD 21201-7912 CORPORATION SERVICE COMPANY 7 ST. PAUL STREET
	SUITE 820 BALTIMORE MD 21202

UMH PROPER'g'IES, INC.

ARTICLES OF AMENDMENT

Section I of Article V of the charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number of shares of capital stock of all classes that the Company has authority to issue to 85,663,800 shares, the number of shares of common stock that the Company is auithorized to issue to 75,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$8,566,380.00.

• 1. The foregoing amendment has been approved by resolution of the Board of Directors of the Company.
• 1. The foregoing airuendment is limited to a change expressly authorwzed by Section 2-105(a)(13) of the Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2- 607(b)(2)(i) of the MGCL is not changed by foregoing amendment.
• The total number of shares of stock that the Company had authority to issue immediately before the foregoing amendment was 81,663,800, classified as 71,000,000 shares of common stock, par value \$0.10 per share, 3,663,800 shares of 8,25% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value was \$8,166,380 00.
• 1. The total number of shares of stock that the Company has authority to issue after the foregoing amendment is 85,663,800, classified as 75,000,000 shas~es of common stock, par value \$0.10 per share, 3,663,800 shares of 825% Series A Cumulative Redeemable Preferred Stock, par value \$0.10 per share, ~E,000,000 shares of 8.0°/a Series B Cumulative Redeemable Preferred Stock, par value \$0. I 0 per sV~are, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares of stock having par value is \$8,566,380. ------_

The undersigned President of the Company acknowledges these Articles .of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects andl that this statement is made under the penalties for perjury.

i~ ~~~A -.~ ~,u~: a ~~~ _~~~ ~ +, r. i

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this ~ th day o~gust, 20 ] 6.

ATTEST: UMH PROPERTIES, ig Koster Samuel A. Landy Secretary President

g ~— By: ~ ~

	** EXPEDITED SERVICE **		CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
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** EXPEDITED SERVICE **	CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
DOCUMENT CODE 09 BUSINESS CODE # D . 0 7 43 9896 Stock Nonstock Close PA Religious
Merging (Transferor)	ID # D07439896 ACK # 1000362010382820 PAGES 0003 UMH PROPERTIES, INC
Surviving (Transferee)	06/02/2017 AT 10 38 A WO # 0004772452
	New Name
FEES REMITTED 100 Base Fee 200 Org & Cap Fee Expedite Fee Penalty State Recordation Tax State Transfer Tax Certified Copies દી કે Copy Fee Certificates Certificate of Status Fee Personal Property Filings Mail Processing Fee Other 393 TOTAL FEES Credit Card Check Cash Documents on Checks Approved By Keyed By COMMENT(S)	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code Attention Mail Names and Address VENABLE LLP SUITE 900 750 E PRATT STREET BALTIMORE MD 21202
1 227 12 Station and " I Friend to CEPTEED i - Translation The Same MADE 1 - 1 1 ,	Stamp Work Order and Customer Number HERE CUST ID 0003555875 WORK ORDER 0004772452 DATE 06-02-2017 10 39 AM PAID \$393 00 AMT

UMH PROPERTIES, INC

ARTICLES OF AMENDMENT

Section 1 of Article V of the charter of UMH Properties, Inc , a Maryland corporation (the "Company"), is hereby amended to increase the total number of capital stock of all classes and series that the Company has authority to issue to 95,663,800 shares, the number of common stock that the Company is authorized to issue to 85,000,000 shares, and the aggregate par value of all authorized shares of stock having par value to \$9,566,380

• 1 Company
• The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)(13) of ମଧ୍ୟ ପ୍ର the Maryland General Corporation Law (the 'MGCL ) and the charter of the Company, and may be approved without action by the stockholders The information required by Section 2-607(b)(2)(1) of the MGCL is not changed by foregoing amendment
• 3 the foregoing amendment was 85,663,800, classified as 75,000,000 shares of common stock, par value \$0 10 per shares of 8 25% Series A Cumulative Redeemable Preferred Stock, par value \$0 10 per share, 4,000,000 shares of 8 0% Series B Cumulative Redeemable Preferred Stock par value \$0 10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share The aggregate par value of all authorized shares of stock having par value was \$8,566 380
• 4 The total number of shares of stock that the Company has authority to issue after the foregomg amendment is 95.663 800. classified as 85,000,000 shares of common stock, par value \$0 10 per share, 3 663 800 shares of 8 25% Series A Cumulative Redeemable Preferred Stock, par value \$0 10 per share, 4,000,000 shares of 8 0% Series B Cumulative Redeemable Preferred Stock, par / value \$0 10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share The
  • aggregate par value of all authorized shares of stock having par value is \$9,566,380

The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 2nd day of June, 2017

ATTEST --------------By

CraigKoster Secretary

UMH PROPERTIES, INC By

Samuel A Landy President

CUST ID 0003555875 WORK ORDER 0004772452 DATE 06-02-2017 10 39 AM PAID \$393 00 AMT

气/客

	CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** DOCUMENT CODE BUSINESS CODE OF D-5742 9896 Stock Stock Stock Close Close Close Nonstock - PA ________________________ Religious _______________________	** KEEP WITH DOCUMENT **
Merging (Transferor)	ID # D07439896 ACK # 1000362010502757 PAGES 0003 UMH PROPERTIES, INC
Surviving (Transferee) -------------------------------------------------------------------------------------------------------------------------------------------------------	07/25/2017 AT 04 22 P WO # 0004786212 New Name
FEES REMITTED 100 Base Fee Org & Cap Fee Expedite Fee Penalty State Recordation Tax State Transfer Tax Certified Copies 23 Copy Fee Certificates Certificate of Status Fee Personal Property Filings Mail Processing Fee Other 233 TOTAL FEES Credit Card Card Cash Check Check 2 Documents on Checks Approved By Keyed By __ COMMENT(S)	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 063 Code Attention Mail Names and Address VENABLE LLP SUITE 900 750 E PRATT STREET BALTIMORE MD 21202
1 2 7 7 8 20 20 25 73 3 2 2 5 4 1 8 CEFTIFIE ﺔ ﺍﻟﻤﺘﺤﺪﺓ 11/12 ్రాఫ్ స్టే And States いてまくなるとなるとなるとなる 人彩票官网 利来彩票官	Stamp Work Order and Customer Number HERE CUST ID 0003569635 WORK ORDER 0004786212 DATE 07-25-2017 04 22 PM PAID \$486 00 BMT

UMH PROPERTIES. INC

ARTICLES OF AMENDMENT

Section ¹ ofArticle V ofthe chartei ofUMH Properties, Ine , a Maryland eorporation (the "Company"), is hereby amended to merease the total numbei ofshares of capital stock of all classes that the Company has authority to issue to 126,413,800 shares, the number ofshaies of eommon stoek that the Company is authorized to issue to 115,750,000 shares, and the aggregate par value of all authorized shares ofstock having par value to \$12,641,380

• ¹ The foregoing amendment has been approved by resolution ofthe Board ofDirectors ofthe Company
• 2 The foregoing amendment is limited to a change expressly authorized by Section 2-105(a)(13) of the Maryland General Corporation Law (the "MGCL") and the chaiter ofthe Company, and may be approved without action by the stockholders The information required by Section 2- 607(b)(2)(i) ofthe MGCL is not changed by foregoing amendment
• ³ The total number ofshares ofstock that the Company had authority to issue immediately before the foregoing amendment was 95,663,800, classified as 85,000,000 shares of common stock, par value \$0 10 per share, 3,663,800 shares of ⁸ 25% Series A Cumulative Redeemable Preferred Stock, par value \$0 10 per share, 4,000,000 shares of ⁸ 0% Series B Cumulative Redeemable Preferred Stock, par value \$0 10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share The aggregate par value of all authorized shares ofstock having par value was \$9,566,380
• 4 The total numbei ofshares ofstock that the Company has authority to issue after the foregoing amendment is 126,413,800, classified as 115,750,000 shares of common stock, par value \$0 10 per share, 3,663,800 shares of ⁸ 25% Series A Cumulative Redeemable Preferred Stock, par value \$0 10 per share, 4,000,000 shares of ⁸ 0% Series B Cumulative Redeemable Preferred Stock, par value \$0 10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share The aggregate par value of all authorized shares ofstock having par value is \$12,641,380

The undersigned Piesident ofthe Corporation acknowledges these Articles ofAmendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge information and belief, these matters and facts are true m all material respects and that this statement is made under the penalties for perjury

IN WITNESS WHEREOF, the Corporation has caused these Articles ofAmendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 25th day ofJuly, 2017

OUST

	CORPORATE CHARTER APPROVAL SHEET
** EXPEDITED SERVICE ** DOCUMENT CODE_16__ BUSINESS CODE 03 -1-07439896 Stock Stock Close Close Close Nonstock PA 2018 Religious __________________________	** KEEP WITH DOCUMENT **
Merging (Transferor) ___________________________	ID # D07439896 ACK # 1000362010502765 PAGES 0023 UMH PROPERTIES, INC
Surviving (Transferee) _________________________	07/25/2017 AT 04 23 P WO # 0004786212 New Name
FEES REMITTED 100 Base Fee Org & Cap Fee S Expedite Fee Penalty State Recordation Tax State Transfer Tax Certified Copies 112 Copy Fee Certificates Certificate of Status Fee Personal Property Filings Mail Processing Fee Other 253 TOTAL FEES Credit Card Check X Cash Documents on Checks Approved By Keyed By _ COMMENT(S)	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) 063 Code Attention Mail Names and Address VENABLE LLP SUITE 900 PRATT STREET 750 E BALTIMORE MD 21202
52 13 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 188 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x 100 x وے۔ مزی 34 1 2	Stamp Work Order and Customer Number HERE CUST ID 0003569635 WORK ORDER 0004786212 07-25-2017 04 22 PM DATE PAID \$486 00 amir
Single State Trade Land Later Land Land State States State States State States State Comparent Comparent Comparis Comparent Comparis Comparent Comparis Comparent Comparis Com 、『『 .

UMH PROPERTIES, INC

ARTICLES SUPPLEMENTARY

6 75% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25 00 per Share)

UMH Properties, Inc , a Maryland corporation (the "Coiporation"), hereby certifies to the Maryland State Department ofAssessments and Taxation that

FIRST Under a power contained in Section 3(a) ofArticle V ofthe charter ofthe Corporation (the "Charter"), the Board ofDirectors ofthe Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 5,750,000 authorized but unissued shares of common stock, par value \$0 10 per share (the "Common Stock"), ofthe Corporation as shaies of a series ofpreferred stock, designated as 6 75% Senes C Cumulative Redeemable Pieferred Stock (the "Senes C Preferred Stock") with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions ofredemption ofthe Senes C Preferred Stock which, upon any restatement ofthe Charter, shall become part ofArticle V ofthe Charter, with any necessary or appropriate renumbering or relettenng ofthe sections or subsections hereof

6 75% Series C Cumulative Redeemable Preferred Stock

Section ^I Number of Shares and Designation

A series of preferred stock ofthe Corporation designated as the "6 75% Senes C Cumulative Redeemable Preferred Stock" is hereby established, and the number ofshares constituting such series shall be 5,750,000

Section 2 Definitions

"Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person For the purposes ofthis definition, "control" when used with respect to any person means the power to direct the management and policies ofsuch person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing

"Affiliate Transaction" shall have the meaning set forth m Section 6(c) hereof

"Alternative Conversion Consideration" shall have the meaning set forth m Section 8(a) hereof

"Alternative Form Consideration" shall have the meaning set forth m Section 8(a) hereof

"Board ofDirectors" shall mean the Board ofDirectors ofthe Corporation or any committee authorized by such Board ofDirectors to perform any ofits responsibilities with respect to the Series C Preferred Stock

I

"Business Day" shall mean any day other than a Saturday, Sunday or a day on whieh state or federally chaitered banking institutions in New York, New York are not required to be open

"Capital Gams Amount" shall have the meaning set forth m Seetion 3(g) hereof

"Change ofControl" shall have the meaning set forth m Section 6(b) hereof

"Change ofControl Conversion Date" shall have the meaning set forth m Section 8(a) hereof

hereof "Change ofControl Conversion Right" shall have the meaning set forth m Section 8(a)

hereof 'Change ofControl Redemption Right" shall have the meaning set forth in Section 6(b)

"Charter" shall have the meaning set forth m the preamble to these Articles Supplementary

"Code" shall mean the Internal Revenue Code of 1986, as amended

"Commission" shall have the meaning set forth m Section 10 hereof

"Common Share Conversion Consideration" shall have the meaning set forth m Section 8(a) hereof

"Common Stock" shall have the meaning set forth m the preamble to these Articles Supplementary

"Common Stock Price" shall have the meaning set forth m Section 8(a) hereof

"Conversion Agent" shall have the meaning set forth m Section 8(d) hereof

"Conversion Consideration" shall have the meaning set forth m Section 8(a) hereof

"Corporation" shall have the meaning set forth m the preamble to these Articles Supplementary

"Delisting Event" shall have the meaning set forth m Section 6(a) hereof

"Delisting Event Conversion Date" shall have the meaning set forth in Section 8(a)

"Delisting Event Conversion Right" shall have the meaning set forth in Section 8(a) hereof

hereof "Delisting Event Redemption Righf' shall have the meaning set forth in Section 6(a) "DTC" shall have the meaning set forth in Section 8(f) hereof

"Equity Stock" shall have the meaning set forth m Section 1(b) ofArticle V ofthe Charter

"Event" shall have the meaning set forth in Section 9(f)(ii) hereof

"Excess Stock" shall have the meaning set forth in Article V ofthe Charter

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended

"NASDAQ" shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act

"NYSE" shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act

"NYSE MKT" shall mean the NYSE MKT EEC Equities or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act

"Optional Redemption Right" shall have the meaning set forth m Section 5(b) hereof

"Original Issue Date" shall mean the first date on which shares of Senes C Preferred Stock are issued and sold

Charter 'Ownership Eimit" shall have the meaning set forth m Section 2(a) ofArticle V ofthe

"Parity Preferred" shall have the meaning set forth in Section 9(b) hereof

"Preferred Directois" shall have the meaning set forth m Section 9(b) hereof

"Preferred Dividend Default" shall have the meaning set forth in Section 9(b) hereof

"REIT" shall have the meaning set forth m Section l(a)(i) ofArticle III ofthe Charter

"Series C Dividend Period" shall mean the respective periods commencing on and including March 1, June 1, September ¹ and December ¹ of each year and ending on and including the day preceding the first day ofthe next succeeding Series C Dividend Period (other than the initial Series C Dividend Period, which shall commence on the Original Issue Date and end on and include August 31, 2017, and other than the Series C Dividend Period during which any shares of Series C Preferred Stock shall be redeemed pursuant to Section ⁵ or Section 6 (and that IS not a Series C Dividend Period ofthe type contemplated by Section 7(b)), which, solely with respect to the shares of Series C Preferred Stock being redeemed, shall end on and include the day immediately preceding the redemption date with respect to the shares of Series C Preferred Stock being redeemed)

"Series C Payment Date" shall mean, with respect to each Series C Dividend Period, the fifteenth (15th) day ofthe month following the month in which such Series C Dividend Period

has ended (March, June, September and December of each year), commencing on September 15, 2017

"Series A Preferred Stock" shall mean the Corporation's 8 25% Series A Cumulative Redeemable Preferred Stock

"Series B Preferred Stock" shall mean the Corporation's ⁸ 0% Series B Cumulative Redeemable Preferred Stock

"Series C Preferred Stock" shall have the meaning set forth in the preamble to these Articles Supplementary

"Series C Record Date" shall mean the close of business on the date designated by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series C Payment Date

"Share Cap" shall have the meaning set forth in Section 8(a) hereof

"Share Split" shall have the meaning set forth m Section 8(a) hereof

"Special Optional Redemption Rights" shall have the meaning set forth in Section 6(b) hereof

"Stock" shall have the meaning set forth m Section 1(b) ofArticle V ofthe Charter

"Total Distributions" shall have the meaning set forth in Section 3(g) hereof

Section 3 Dividends and Distributions

(a) Subject to the preferential rights ofthe holders of any class or series of equity securities ofthe Corporation ranking senior to the Series C Preferred Stock as to dividends, the holders ofthe then outstanding Series C Preferred Stock shall be entitled to receive, when, as and if authorized by the Board ofDirectors and declared by the Corporation, out offunds legally available for the payment of dividends, cumulative cash dividends in the amount of \$1 6875 per share each year, which is equivalent to the rate of 6 75% ofthe \$25 00 liquidation preference per share per annum Such dividends shall accrue and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series C Payment Date for the related Series C Dividend Period, commencing September 15, 2017, to all holders ofrecord on the applicable Series C Record Date, provided, however, that if any Series C Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series C Payment Date may be paid or set aside for payment on the next succeeding Business Day with the same force and effect as if paid or set aside on such Series C Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series C Payment Date to such next succeeding Business Day Holders ofrecord of all shares of Series C Preferred Stock outstanding on the applicable Series C Record Date will be entitled to receive the full quarterly dividend paid on the applicable Series C Payment Date even ifsuch shares were not outstanding for the full applicable Series C Dividend Period

The initial dividend payable on the Series C Preferred Stock will cover the period from and including the Original Issue Date through August 31, 2017 and will be paid on September 15, 2017 The amount of any dividend payable on the Series C Preferred Stock for each full Series C Dividend Period shall be computed by dividing \$1 6875 by four (4), regardless ofthe actual number of days m such full Series C Dividend Period The amount of any dividend payable on the Series C Preferred Stoek for any partial Series C Dividend Period and for the initial Series C Dividend Period shall be prorated and computed on the basis of a 360-day year consisting oftwelve 30-day months Dividends will be payable to holders ofrecord as they appear m the stockholder records ofthe Corporation at the close of business on the applicable Series C Record Date Notwithstanding any provision to the contrary contained herein, the dividend payable on each share of Series C Preferred Stock outstanding on a Series C Record Date shall equal the dividend payable on each other share of Series C Preferred Stock that is outstanding on such Series C Record Date, and no holder of any share of Series C Preferred Stock shall be entitled to receive any dividends paid or payable on the Series C Preferred Stock with a Series C Record Date before the date such share of Series C Preferred Stoek is issued

(b) No dividends on the Series C Preferred Stock shall be authorized, paid or set apart for payment by the Corporation at such time as the terms and conditions of any agreement ofthe Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or ifsuch authorization, payment or setting apart for payment shall be restricted or prohibited by law

(c) Notwithstanding anything contained herein to the contrary, dividends on the Series C Preferred Stock shall accrue with respeet to any Series C Dividend Periods whether or not (i) any ofthe agreements or laws referred to in Section 3(b) hereof at any time are applicable.

(ii) the Corporation has earnings, (iii) there are funds legally available for the payment ofsuch dividends or (iv) such dividends are declared No interest or additional dividend shall be payable in respect of any accrued but unpaid dividend on the Series C Preferred Stock

(d) Except as provided in Section 3(e) below, no dividends shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to shares ofCommon Stock or shares of any other class or senes of equity securities ofthe Corporation ranking, as to dividends or upon liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, on a parity with orjunior to the Senes C Preferred Stock (other than a dividend paid in shares ofCommon Stock or m shares of any other class or series of equity securities ranking junior to the Series C Preferred Stock as to dividends or upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation), nor shall any shares ofCommon Stock or shares of any other class or series of equity securities ofthe Corporation ranking, as to dividends or upon liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, on a parity with orjunior to the Series C Preferred Stock be redeemed (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired, (except (i) by conversion into or exchange for shares ofCommon Stock or shares of any other class or series of equity securities ofthe Corporation ranking junior to the Series C Preferred Stock as to dividends and upon liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, (ii) for the acquisition ofshares made pursuant to the provisions of Section 2 ofArticle V ofthe Charter, and (ill) for the purchase or acquisition of equity securities ofthe Corporation ranking equal to the Series C Preferred Stock as to dividends or upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and any other shares of any other class or series of equity securities ranking on a parity with the Series C Preferred Stock as to dividends or upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation), unless full cumulative dividends on the Series C Preferred Stock for all past Series C Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof m cash is set apart for such payment

(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Stock and any other class or series of equity securities ranking, as to dividends, on a parity with the Series C Preferred Stock, all dividends (other than any acquisition ofshares pursuant to the provisions of Section 2 ofArticle V ofthe Charter or a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock and any such other class or series of equity securities ranking on parity with the Series C Preferred Stock as to dividends or upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation), declared upon the Series C Preferred Stock and each such other class or series of equity securities ranking, as to dividends, on a parity with the Series C Preferred Stock shall be allocated pro rata so that the amount declared per share of Series C Preferred Stock and such other class or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and such other class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other class or series of equity securities for prior Series C Dividend Periods ifsuch other class or series of equity securities does not have a cumulative dividend)

bear to each other No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Stock which may be m arrears

\ (f) Holders of Series C Preferred Stock shall not be entitled to any dividend, whether payable m cash, property or Stock, m excess offull cumulative dividends on the Series C Preferred Stock as provided herein Any dividend payment made on the Series C Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains payable

(g) If, for any taxable year, the Corporation elects to designate as "capital gam dividends" (as defined m Section 857 ofthe Code or any successor revenue code or section) any portion (the "Capital Gams Amount") ofthe total distributions not in excess ofthe Corporation's earnings and profits (as determined for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of Stock (the "Total Distributions"), then the portion ofthe Capital Gams Amount that shall be allocable to holders of Series C Preferred Stock shall be m the same proportion that the Total Distributions paid or made available to the holders of Series C Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series of Stock outstanding

Section 4 Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding-up ofthe affairs of the Corporation, before any distribution or payment shall be made to holders ofCommon Stock or any other class or series of equity securities ofthe Corporation ranking, as to rights upon liquidation, dissolution or wmding-up ofthe affairs ofthe Corporation, junior to the Series C Preferred Stock, the holders ofshares of Series C Preferred Stock then outstanding shall be entitled to be paid out ofthe assets ofthe Corporation legally available for distribution to its stockholders a liquidation preference of \$25 00 per share, plus an amount equal to any accrued and unpaid dividends to, but not including, the date of payment (whether or not declared) If, upon any such voluntary or involuntary liquidation, dissolution or wmdmg-up, the available assets ofthe Corporation are insufficient to pay the amount ofthe distributions payable upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of other classes or series ofsecurities ofthe Corporation ranking, as to rights upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, on a parity with the Series C Preferred Stock, the holders ofthe Series C Preferred Stock and each such other class or series ofsecurities ranking, as to rights upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, on a parity with the Series C Preferred Stock shall share ratably m any such distribution of assets m proportion to the full liquidating distributions to which they would otherwise be respectively entitled Written notice of any such voluntary or involuntary liquidation, dissolution or winding up ofthe Corporation, stating the payment date or dates when, and the place or plaees where, the amounts distributable in such circumstances shall be payable, shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock at the respective addresses ofsuch holders as the same shall appear on the stock transfer records ofthe Corporation After payment ofthe full amount ofthe liquidating distributions to which they are entitled, the holders of Series C Preferred Stock will

have no right or claim to any ofthe remaining assets ofthe Corporation The consolidation, conversion or merger ofthe Corporation with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all ofthe property or business ofthe Corporation, shall not be deemed to constitute a liquidation, dissolution or wmding-up ofthe affairs ofthe Corporation

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition ofshares of Stock or otherwise is permitted under the Maryland General Corpoiation Law, amounts that would be needed, ifthe Corporation were to be dissolved at the time ofthe distribution, to satisfy the preferential rights upon dissolution ofthe holders ofthe Series C Preferred Stock will not be added to the Corporation's total liabilities

Section 5 Optional Redemption

(a) Series C Preferred Stock shall not be redeemable prior to July 26, 2022, except as provided in Section 5(c) pursuant to Section 2 ofArticle V ofthe Charter or as set forth in Section 6 hereof

(b) On or after July 26, 2022, the Corporation, at its option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 5(e) hereof, may redeem the Series C Preferred Stock, in whole or in part, at any time or from time to time, at a redemption price of \$25 00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the "Optional Redemption Right") Ifless than all ofthe outstanding shares of Series C Preferred Stock are to be redeemed, the shares of Series C Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot If such redemption is to be by lot and, as a result ofsuch redemption, any holder of Series C Pieferred Stock would own shares of Series C Preferred Stock m excess ofthe Ownership Limit or in violation of any ofthe other restrictions on ownership and transfer of our Equity Stock set forth m Section 2 ofArticle V ofthe Charter, then, except as otherwise provided m the Charter, the Corporation will redeem the requisite number ofshares of Series C Preferred Stock ofsuch holder such that no holder will violate the Ownership Limit or any other restrictions on ownership and transfer of our Equity Stock set forth in Section 2 ofArticle V ofthe Charter subsequent to such redemption

(c) The Corporation may redeem all or a part ofthe Series C Preferred Stock m accordance with the terms and conditions set forth m this Section ⁵ ofthese Articles Supplementary at any time and from time to time, whether before or after July 26, 2022, ifthe Board ofDirectors determines that such redemption is reasonably necessary to assist the Corporation in preserving the status ofthe Corporation as a qualified REIT Ifthe Corporation calls for redemption any Series C Preferred Stock pursuant to and m accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to \$25 00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to and including the date fixed for redemption, without interest

(d) Unless full cumulative dividends on all outstanding shares of Series C Preferred Stock shall have been or contemporaneously are declared and paid m cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past Senes C Dividend Periods, no shares of Series C Preferied Stock shall be redeemed pursuant to this Section ⁵ unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly or indirectly any Series C Preferred Stock (except by exchange for equity securities ofthe Corporation ranking, as to dividends and upon liquidation, junior to the Series C Preferred Stock), provided, however, that the foregoing shall not prevent the purchase of Series C Preferred Stock or any other class or series of equity securities ofthe Corporation by the Corporation m accordance with the terms of Section 5(c) hereof or Section 2 ofArticle V ofthe Charter or the purchase or acquisition of Series C Pieferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Stock and the holders of all outstanding shares of any other class or senes of preferred stock ofthe Corporation ranking on a party with the Series C Preferred Stock as to dividends or upon liquidation, dissolution or winding up ofthe affairs of the Corporation

(e) Notice ofredemption pursuant to this Section 5 shall be mailed by the Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders ofrecord ofthe shares of Series C Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records ofthe Corporation Failure to give such notice or any defect thereto or m the mailing thereofshall not affect the sufficiency of notice or validity ofthe proceedings for the redemption of any shares of Series C Preferred Stock except as to shares held by a holder to whom notice was defective or not given A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice In addition to any information required by law or the applicable rules of any exchange upon which Series C Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date, (ii) the redemption price, (iii) the total number ofshares of Series C Preferred Stock to be redeemed (and, ifless than all the shares held by any holder are to be redeemed, the number ofshares to be redeemed from such holder), (iv) the place or places where the shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires m connection with such redemption, and (v) that dividends on the Senes C Preferred Stock to be redeemed shall cease to accrue on such redemption rate

(f) The Series C Preferred Stock is subject to the provisions of Section 2 ofArticle V ofthe Charter, including, without limitation, the provisions for conversion into shares ofExcess Stock and the redemption ofshares ofExcess Stock and shares transferred, or attempted to be transferred, m violation ofsuch provisions In addition to the redemption rights set forth in Section 2(d) ofArticle V ofthe Charter, shares ofExcess Stock issued upon conversion ofshares of Series C Preferred Stock may be redeemed, m whole or m part, at any time when outstanding shares of Series C Preferred Stock are being redeemed, for cash at a redemption price of \$25 00 per share ofExcess Stock, plus (subject to Section 7(b) hereof) all dividends (whether or not declared) accrued and unpaid on the shares of Series C Preferred Stock that were converted into such shares ofExcess Stock prior to such conversion and all dividends that, but for such

conversion, would have accrued and been unpaid on the shares of Series C Preferred Stock so converted to, but not including, the date ofredemption, without interest Ifthe Corporation elects to redeem Excess Stock pursuant to the redemption right set forth in the preceding sentence, such Excess Stock shall be redeemed in such proportion and in accordance with such procedures as Series C Preferred Stock are being redeemed

Section 6 Special Optional Redemption by the Corporation

(a) During any period oftime (whether before or after July 26, 2022) that both (i) the Series C Preferred Stock is not listed on the NYSE, NYSE MKT or the NASDAQ and (ii) the Corporation is not subject to the reporting requirements ofthe Exchange Act, but any shares of Series C Preferred Stock are outstanding (the occurrence of clauses (i) and (ii) is referred to as a "Delisting Event"), the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided m Section 6(d) hereof, to redeem the outstanding shares of the Series C Preferied Stock, in whole but not in part, within 90 days after the date ofthe Delisting Event, for a redemption price of \$25 00 per share, plus (subject to Section 7(b) hereof) all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the date such shares are redeemed as provided in this Section 6(a) (a "Delisting Event Redemption Right")

(b) In addition, upon the occurrence of a Change ofControl, the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem shares ofthe Series C Preferred Stock, in whole but not m part, within 120 days after the first date on which such Change ofControl occurred, for eash at \$25 00 per share plus (subject to Section 7(b) hereof) accrued and unpaid dividends (whether or not declared) on the Series C Preferred Stock to, but not including, the redemption date ("Change of Control Redemption Right" and, together with the Delisting Event Redemption Right, the "Special Optional Redemption Rights")

A "Change ofControl" occurs when, after the Original Issue Date, the following have occurred and are continuing

(i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) ofthe Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series ofpurchases, mergers, conversions or other acquisition transactions ofshares ofstock ofthe Corporation entitling that person to exercise more than 50% of the total voting power of all outstanding shares ofstock ofthe Corporation entitled to vote generally in the eleetion of directors (except that such person will be deemed to have beneficial ownership of all seeurities that such person has the right to acquire, whether such right IS currently exercisable or is exercisable only upon the occurrence of a subsequent condition), and

(ii) following the closing of any transaction referred to in (i) above, neither the Corporation nor the acquiring or surviving entity has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE MKT or the NASDAQ

(c) Notwithstanding the foregoing, the Coi-poration shall not have the right to redeem shares of Series C Preferred Stock (x) upon any Delisting Event occurring in connection with a transaction set forth in clause (i) ofthe definition ofChange ofControl unless such Delisting Event also constitutes a Change ofControl or (y) with respect to any Delisting Event or Change ofControl occurring in connection with a transaction (an "Affiliate Transaction") with, or by, any person (as defined in clause (i) ofthe definition ofChange ofControl) who prior to such transaction is an Affiliate ofthe Corporation

(d) Notice ofredemption pursuant to this Section 6 shall be mailed by the Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the holders ofrecord ofthe Series C Preferred Stock at their respective addresses as they appear on the stock transfer records ofthe Corporation Failure to give such notice or any defect thereto or in the mailing thereofshall not affect the sufficiency of notice or validity ofthe proceedings for the redemption of any shares of Series C Preferred Stock except as to a holder to whom notice was defective or not given A redemption notice which has been mailed m the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice In addition to any information required by law or the applicable rules of any exchange upon which Series C Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date, (ii) the redemption price, (in) the total number ofshares of Series C Preferred Stock to be redeemed, (iv) the place or places where the shares of Series C Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption, (v) that the Series C Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change ofControl Redemption Right, as applicable, in connection with the occurrence of a Delisting Event or Change ofControl, as applicable, and a brief description ofthe transaction or transactions constituting such Delisting Event or Change ofControl, as applicable, (vi) that holders of Series C Preferred Stock will not be able to tender shares of Series C Preferred Stock for conversion in connection with the Delisting Event or Change ofControl, as applicable, and each share of Series C Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, and (vii) that dividends on the shares of Series C Preferred Stock to be redeemed will cease to accumulate on such redemption date

Section 7 Additional Provisions Relating to Optional Redemption and Special Optional Redemption by the Corporation

(a) If(i) notice ofredemption of any shares of Series C Preferred Stoek has been given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit ofthe holders of any Series C Preferred Stock so called for redemption and (ill) irrevocable instructions have been given to pay the redemption price of \$25 00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) to, but not including, the date ofredemption, then from and after the redemption date dividends shall eease to accrue on such shares of Series C Preferred Stock, such shares of Series C

Preferred Stock shall no longer be outstanding, such shares of Senes C Preferred Stock shall not be transferred except with the consent ofthe Corporation and all other rights ofthe holders of such shares will terminate, except the right to receive the redemption price of \$25 00 per share, plus (subject to Section 7(b) hereof) any accrued and unpaid dividends (whether or not declared) payable upon such redemption, without interest

(b) If a redemption date falls after a Series C Record Date and on or prior to the corresponding Series C Payment Date, each holder ofshares of Series C Preferred Stock on such Series C Record Date shall be entitled to the dividend payable on such shares on the corresponding Series C Payment Date, notwithstanding the redemption ofsuch shares on or prior to such Series C Payment Date, and each holder ofshares of Series C Preferred Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end ofthe Series C Dividend Period to which such Series C Payment Date relates to, but not including, the date ofredemption

(c) For purposes of clause (a)(ii) above, funds shall be deposited in trust with a bank or trust corporation and shall be irrevocable except that

(i) the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings, and

(ii) any balance ofmonies so deposited by the Corporation and unclaimed by the holders ofthe Series C Preferred Stock entitled thereto at the expiration oftwo (2) years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings

Section 8 Conversion Rights

(a) Subject to Section 8(j), upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder ofshares of Series C Preferred Stock shall have the right, unless, prior to the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, the Corporation provides notice ofits election to redeem such shares of Senes C Pi eferred Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert all or part ofthe shares of Series C Preferred Stock held by such holder (with respect to a Delisting Event, the "Delisting Event Conversion Right" and, with respect to a Change ofControl, the "Change ofControl Conversion Right") on the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, into a number of shares ofCommon Stock per share of Series C Preferred Stock to be converted (the "Common Share Conversion Consideration") equal to the lesser of(A) the quotient obtained by dividing (i) the sum of \$25 00 plus the amount of all accrued and unpaid dividends (whether or not declared) on the Series C Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, (unless such Delisting Event

Conversion Date or the Change ofControl Conversion Date, as applicable, is after a Dividend Record Date and prior to the corresponding Series C Payment Date, in which case no additional amount for accrued and unpaid dividends that have been declared and are to be paid on such Series C Payment Date will be included m such sum) by (ii) the Common Stock Price (as defined herein) and (B) 3 0230 (as adjusted pursuant to the immediately succeeding paragraph, the "Share Cap")

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a "Share Split") with respect to the Common Stock as follows the adjusted Share Cap as the result of a Share Split shall be the number ofshares ofCommon Stock that is equivalent to the product obtained by multiplying (i) the Share Cap m effect immediately prior to such Share Split by (ii) a fraction, the numerator ofwhich is the number ofshares ofCommon Stock outstanding after giving effect to such Share Split and the denominator ofwhich is the number ofshares of Common Stock outstanding immediately prior to such Share Split

In the case of a Delisting Event or Change ofControl, as applicable, pursuant to, or in connection with, which shares ofCommon Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the "Alternative Form Consideration"), a holder ofshares of Series C Preferred Stock shall receive upon conversion ofsuch shares of Series C Preferred Stock (subject to the next-following paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number ofshares ofCommon Stock equal to the Common Share Conversion Consideration immediately prior to the effective time ofthe Delisting Event or Change ofControl, as applicable (the "Alternative Conversion Consideration" and, together with the Common Share Conversion Consideration, the "Conversion Consideration")

In the event that holders ofCommon Stock have the opportunity to elect the form of consideration to be received m connection with the Delisting Event or Change ofControl, as applicable, the consideration that the holders of Series C Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality ofthe shares ofCommon Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders ofCommon Stock are subject, including, without limitation,rata reductions applicable to any portion ofthe consideration payable m connection with the Delisting Event or Change ofControl, as applicable

The "Change ofControl Conversion Date" with respect to any Change ofControl shall be a Business Day fixed by the Board ofDirectors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice ofthe Change ofControl pursuant to Section 8(d) The "Delisting Event Conversion Date" with respect to any Delisting Event shall be a Business Day fixed by the Board ofDirectors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice ofsuch Delisting Event pursuant to Section 8(d)

The "Common Stock Price" for any Change ofControl shall be (i) the amount of cash consideration per share ofCommon Stock, ifthe consideration to be received m the Change of Control by holders ofCommon Stock is solely cash, or (ii) the average ofthe closing prices per share ofCommon Stock on the NYSE or NYSE MKT for the ten consecutive trading days immediately preceding, but not including, the effective date ofthe Change ofControl, ifthe consideration to be received m the Change ofControl by holders ofCommon Stock is other than solely cash The "Common Stock Price" for any Delisting Event shall be the average ofthe closing prices per share ofCommon Stock on the NYSE or NYSE MKT for the ten consecutive trading days immediately preceding, but not including, the effective date ofthe Delisting Event

(b) No fractional shares ofCommon Stock shall be issued upon the conversion of Series C Preferred Stock In lieu offractional shares, holders shall be entitled to receive the cash value ofsuch fractional shares based on the Common Stock Price

(c) If a Change ofControl Conversion Date or a Delisting Event Conversion Date (either, a "Conversion Date") falls after a Series C Record Date and on or prior to the corresponding Series C Payment Date, each holder ofshares of Series C Preferred Stock at the close of business on such Series C Record Date shall be entitled to the dividend payable on such shares on the corresponding Series C Payment Date, notwithstanding the conversion ofsuch shares on or prior to such Series C Payment Date, and each holder ofshares of Series C Preferred Stock that are converted on such Conversion Date will be entitled to the dividends, if any, accruing after the end ofthe Series C Dividend Period to which such Series C Payment Date relates to, but not including, the Conversion Date

(d) Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, a notice of occurrence ofthe Delisting Event or the Change ofControl, as applicable, describing the resulting Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable, shall be delivered to the holders ofrecord ofthe outstanding shares of Series C Preferred Stock at their addresses as they appear on the Corporation's stock transfer records No failure to give such a notice or any defect thereto or m the mailing thereof shall affect the validity ofthe proceedings for the conversion of any share of Series C Preferred Stock except as to the holder to whom notice was defective or not^given Each notice shall state (i) the events constituting the Delisting Event or the Change ofControl, as applicable, (ii) the date ofthe Delisting Event or the Change ofControl, as applicable, (iii) the last date on which the holders of Series C Preferred Stock may exercise their Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable, (iv) the method and period for calculating the Common Stock Price, (v) the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable, (vi) that if, prior to the applicable Conversion Date, the Corporation provides notice ofits election to redeem all or any portion ofthe Series C Preferred Stock, the holder will not be able to convert the shares of Series C Preferred Stock called for redemption and such shares of Series C Preferred Stock shall be redeemed on the related redemption date, even ifthey have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change ofControl Conversion Right, as applicable, (vii) if applicable, the type and amount ofAlternative Conversion Consideration entitled to be received per share of Series C Preferred Stock, (viii) the name and address ofthe paying agent and the conversion agent (the "Conversion Agent"), and (ix) the procedures that the holders of Series C Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change ofControl Conversion Right, as applicable

(e) The Corporation shall issue a press release for publication on the Dow Jones & Company, Inc , Business Wire, PR Newswire or Bloomberg Business News (or, ifsuch organizations are not in existence at the time ofissuance ofsuch press release, such other news or press organization as is reasonably calculated to broadly disseminate the releyant information to the public) containing the information stated m such a notice, and post such a notice on the Corporation's website, m any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 8(d) above to the holders ofrecord of Series C Preferred Stock

(f) In order to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, a holder ofrecord ofshares of Series C Preferred Stock shall be required to deliver, on or before the close of business on the applicable Conversion Date, the certifieates representing any certificated shares of Series C Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent Such notice shall state (i) the relevant Delisting Event Conversion Date or Change ofControl Conversion Date, as applicable, and (ii) the number ofshares of Series C Pieferred Stock to be converted Notwithstanding the foregoing, ifthe shares of Series C Preferred Stock are held m global form, such notice shall instead comply with applicable procedures ofThe Depository Trust Company ("DTC")

(g) Holders of Series C Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change ofControl Conversion Right, as applicable, (m whole or in part) by a written notiee ofwithdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable The notice ofwithdrawal must state (i) the number ofwithdrawn shares of Series C Preferred Stock, (ii) if certificated shares of Series C Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers ofthe withdrawn certificated shares of Series C Preferred Stock, and (iii) the number ofshares of Series C Preferred Stock, if any, which remain subject to the conversion notice Notwithstanding the foregoing, ifthe shares of Series C Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures ofDTC

(h) Shares of Series C Preferred Stock as to which the Delisting Event Conversion Right or the Change ofControl Conversion Right, as applicable, has been properly exercised and for which the-conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration m accordance with the Delisting Event Conversion Right or the Change ofControl Conversion Right, as applicable, on the related Delisting Event Conversion Date or Change ofControl Conversion Date, as applicable, unless, prior to the applicable Delisting Event Conversion Date or the Change ofControl Conversion Date, the Corporation provides notice ofits election to redeem such shares of Series C Preferred Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights

(i) The Corporation shall deliver the applicable Conversion Consideration no later than the third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable

0) Notwithstanding anything to the contrary in this Section 8, no holder of Series C Pieferred Stock will be entitled to exercise a Delisting Event Conversion Right or Change of Control Conversion Right or convert any shares of Series C Preferred Stock into shares of Common Stock to the extent that receipt ofshares ofCommon Stock upon the conversion of such shares of Series C Preferred Stock m accordance with this Section 8 would cause such person or any other person to violate Section 2 ofArticle V ofthe Charter

(k) In connection with the exercise of any Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable, the Corporation shall comply with all U ^S federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series C Preferred Stock into Conversion Consideration

Section 9 Voting Rights

(a) Holders ofthe Series C Preferred Stock shall not have any voting rights except as set forth in this Section 9

(b) Whenever dividends on any outstanding shares of Series C Preferred Stock shall have not been paid for six or more Series C Dividend Periods (whether or not such dividends have been declared or such Series C Dividend Periods are consecutive) (a "Preferred Dividend Default"), the holders of Series C Preferred Stock (and all other classes and series ofpreferred stock ofthe Corporation ranking on a parity with the Series C Preferred Stock as to dividends and upon liquidation and upon which like voting rights have been conferred and are exercisable and with which the holders ofthe Series C Preferred Stock are entitled to vote together as a single class (the "Parity Preferred"), voting together as a single class) will have the exclusive power to elect two additional directors (the "Preferred Directors"), at each annual meeting ofthe Corporation's stockholders and at any special meeting ofthe Corporation's stockholders called for the purpose of electing Preferred Directors, until all dividends accumulated on outstanding shares of Series C Preferred Stock for all past Series C Dividend Periods and the then-current Series C Dividend Period shall have been fully paid Unless the number ofthe Corporation's directors has previously been increased pursuant to the terms of any class or series ofParity Preferred with which the holders of Series C Preferred Stock are entitled to vote together as a single class m the election ofPreferred Directors, the number ofthe Corporation's directors shall automatically increase by two at such time as holders of Series C Preferred Stock become entitled to vote m the election ofthe Preferred Directors Unless shares of Parity Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number ofthe Corporation's directors shall automatically decrease by two, when all dividends on outstanding shares of Series C Preferred Stock accumulated for all past Series C Dividend Periods and the then-current Series C Dividend Period have been fully paid Ifthe right of holders of Series C Preferred Stock to elect the Preferred Directors terminates after the record date for the determination of holders ofshares of Series C Preferred Stock entitled to vote in any election ofPreferred Directors but before the closing ofthe polls m such election, holders ofshares of Series C Preferred Stock outstanding as ofsuch record date shall not be entitled to vote in the election of any Preferred Directors The right ofthe holders of Series C Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are m arrears for six Series C Dividend Periods, as described above In no event shall the holders of Series C Preferred Stock be entitled to nominate or elect an

individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to serve as a Preferred Direetor, ifthe individual's service as a Preferred Director would cause the Corporation to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed

(c) The Preferred Directors shall be eleeted by a plurality ofthe votes cast m the election ofsuch directors, and each Preferred Director will serve until the next annual meeting of the Corporation's stockholders and until his or her successor is duly elected and qualifies, or until such director's term of office terminates as set forth m Section 9(b) Any director elected by the holders of Series C Preferred Stock and any Parity Preferred may be removed, with or without cause, only by a vote ofthe holders of a majority ofthe outstanding shares of Series C Preferred Stock and Parity Preferred with which the holders of Series C Preferred Stock are entitled to vote together as a single class in the election of Pieferred Directors At any time that the holders of Series C Preferred Stoek are entitled to vote in the election ofthe Preferred Directors, holders of Series C Preferred Stock shall be entitled to vote in the eleetion of a successor to fill any vacancy on the Board of Directors that results from the removal of a Preferred Director

(d) At any time that holders of Series C Preferred Stock have the right to elect Preferred Directors as described in Section 9(b) hereof but such directors have not been eleeted, the Corporation's secretary must call a special meeting ofstockholders for the purpose of electing the Preferred Directors upon the written request ofthe holders ofrecord of 10% ofthe outstanding shares of Series C Preferred Stock and Parity Preferred with which the holders of Series C Preferred Stoek are entitled to vote together as a single class with respect to the election of Preferred Directors, unless such a request is received less than 90 days before the date fixed for the next annual meeting ofthe Corporation's stockholders, m which case, the Preferred Directors may be elected at such annual meeting or at a separate special meeting ofthe Corporation's stockholders

(e) So long as any shares of Series C Preferred Stock are outstanding, the approval of the holders of at least two-thirds ofthe outstanding shares of Series C Preferred Stock and any equally-affected class or series ofParity Preferred with which the holders of Series C Preferred Stock are entitled to vote as a single class on such matters (voting together as a single class) shall be required to authorize (i) any amendment, alteration, repeal or other change to any provision of the Charter, including these Articles Supplementary (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all ofthe Corporation's assets or otherwise) that would materially and adversely affect the rights, preferenees, privileges or voting powers ofthe Series C Preferred Stock or (ii) the creation, issuance or increase m the authorized number ofshares of any class or series ofstock having a preference as to dividends or other distributions, whether upon liquidation, dissolution or otherwise, that is senior to the Series C Preferred Stock (or any equity seeurities convertible into or exchangeable for any such shares)

(f) The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers ofthe Series C Preferred Stock

(i) an increase or decrease in the number of authorized shares of Stock of any class or series or the classification or reclassification of any unissued shares of Stock,

or the creation or issuance of equity securities, of any class or series ranking, as to dividends or liquidation preference, equal to, orjunior to, the Series C Preferred Stock, provided that such action does not decrease the number of authorized shares ofCommon Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series C Preferred Stock to be converted m full in accordance ^I with the terms hereof, or

ⁱ (ii) an amendment, alteration, or repeal or other change to any provisions ofthe Charter, including these Articles Supplementary, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all ofthe Corporation's assets or other business combination (an "Event"), (x) ifthe Series C Preferred Stock (or securities of any successor person or entity to the Corporation into which the Series C Preferred Stock has been converted) remains outstanding with the terms thereof unchanged in all material respects or the holders ofshares of Series C Preferred Stock receive securities of a successor person or entity with substantially identical rights as those ofthe Series C Preferred Stock, taking into account that, upon the occurrence of an Event, the Corporation may not be the surviving entity, or (y) ifthe holders ofthe Series C Preferred Stock shall receive the \$25 00 liquidation preference per share of Series C Preferred Stock, plus all accrued and unpaid dividends to, but not including, the date ofsuch Event (other than any declared dividends having a Dividend Record Date before the date ofsueh Event and a Series C Payment Date after the date of such Event, which shall be paid as provided m Section 3 above), pursuant to the occurrence of any Event (other than an Event that is an Affiliate Transaction)

(g) Notwithstanding the foregoing, holders of any Parity Preferred shall not be entitled to vote together as a single class with the holders of Series C Preferred Stock on any amendment, alteration, repeal or other change to any provision ofthe Charter, including these Articles Supplementary, unless such action affects the holders ofthe Series C Preferred Stock and such Parity Preferred equally On any matter in which the Series C Preferred Stock may vote, each share of Series C Preferred Stock shall entitle the holder thereofto cast one vote, except that, in class votes, or m determining the percentage of outstanding shares, when voting tcjgether as a single class, with shares of one or more class or series ofParity Preferred, shares of different classes and series shall vote, or such determination shall be made, m proportion to the liquidation preference ofthe shares

(h) The foregoing voting provisions ofthis Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption, m each case, in accordance with the provisions hereof

(i) Except as expressly stated herein, the Series C Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent ofthe holders thereofshall not be required for the taking of any corporate action, including, without limitation, any merger, conversion or consolidation ofthe Corporation or a sale of all or substantially all ofthe assets ofthe Corporation, irrespective ofthe effect that such merger.

NY 76692398v4

I

conversion or consolidation or sale may have upon the rights, preferences, privileges or voting power ofthe holders ofthe Senes C Preferred Stock

Section 10 Information Rights

During any period m which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) ofthe Exchange Act and any shares of Senes C Preferred Stock are outstanding, the Corporation will (i) transmit by mail or other permissible means under the Exchange Act to all holders of Series C Preferred Stock, as their names and addresses appear m the Corporation's record books and without cost to such holders, copies ofthe annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Corporation would have been required to file with the Securities and Exchange Commission (the "Commission"), pursuant to Section 13 or Section 15(d) ofthe Exchange Act ifthe Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the Commission ifit were subject to Section ¹³ or 15(d) ofthe Exchange Act and (ii) within ¹⁵ days following written request, supply copies ofsuch reports to any prospective holder of Series C Preferred Stock

Section 11 Conversion

The Series C Preferred Stock shall not be convertible into or exchangeable for any other property or securities ofthe Corporation or any other entity, except m accordance with Section ⁸ hereof and Article V ofthe Charter

Section 12 Ranking

In respect ofrights to the payment of dividends and the distribution of assets m the event of any liquidation, dissolution or winding up ofthe affairs ofthe Corporation, the Series C Preferred Stock shall rank (i) senior to all classes or series ofthe Corporation's Common Stock and to all other equity securities issued by the Corporation, the terms ofwhich expressly provide that such securities rank junior to the Series C Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, (ii) on a parity with the Series A Preferred Stock and the Series B Preferred Stock and on a parity with all equity securities issued by the Corporation, the terms ofwhich expressly provide that such securities rank on a parity with the Series C Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation, and (iii) junior to all equity securities issued by the Corporation, the terms ofwhich expressly provide that such securities rank senior to the Series C Preferred Stock as to the payment of dividends or upon any liquidation, dissolution or wmdmg-up ofthe affairs ofthe Corporation All Series C Preferred Stock shall rank equally with one another and shall be identical in all respects

Section 13 Restrictions on Ownership and Transfer of Series C Preferred Stock

The Series C Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) ofArtiele V ofthe Charter All shares of Series C Preferred Stock shall include the legend provided m Section 2(e)(iv) ofArticle V ofthe Charter

/

Section 14 Status ofAcquired Shares of Series C Preferred Stock

All shares of Series C Preferred Stock which shall have been issued and reacquired in any manner by the Corporation shall be returned to the status of authorized but unissued Common Stock

Section 15 Record Holders

The Corporation may deem and treat the record holder of any share of Series C Preferred Stock as the true and lawful owner thereoffor all purposes, and the Corporation shall not be affected by any notice to the contrary Except as may be otherwise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series C Preferred Stock are not entitled to certificates representing the Series C Preferred Stock held by them

Section 16 Sinking Fund

The Series C Preferred Stock shall not be entitled to the benefits of any retirement or sinking fund

Section 17 Exclusion ofOther Rights

The Series C Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions ofredemption other than expressly set forth m the Charter and these Articles Supplementary

Section 18 Headings of Subdivisions

The headings ofthe various subdivisions hereof are for convenience ofreference only and shall not affect the interpretation of any ofthe provisions hereof

Section 19 Severability ofProvisions

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions ofredemption ofthe Series C Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule oflaw or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions ofredemption of Series C Preferred Stock set forth in the Charter (including these Articles Supplementary) which can be given effect without the invalid, unlawful or unenforceable provision thereofshall, nevertheless, remain m full force and effect and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions ofredemption ofthe Series C Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein

SECOND The Series C Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter These Articles Supplementary have been approved by the Board ofDirectors in the manner and by the vote required by law

THIRD The undersigned President ofthe Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act ofthe Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and beliefthat these matters and facts are true in all material respects and that this statement is made under the penalties for perjury

[Remainder ofpage intentionally left blank Signature page follows ]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 25th day ofJuly 2017

ATTEST

By Koster Title Secretary

UMH PROPERTIES, INC

By

Name Samy^ Landy Title President

OUST ID 0003569635 WORK ORDER 0004786212 DRTE 07-25-2017 04 22 PM AMT PAID \$486 00

	** EXPEDITED SERVICE **		CORPORATE CHARTER APPROVAL SHEET ** KEEP WITH DOCUMENT **
DOCUMENT CODE 16
	D07439896	BUSINESS CODE
Close	Stock	Nonstock
PA	Religious
Merging (Transferor) ------
			ID # D07439896 ACK # 1000362010931345 PAGES: 0023 UMH PROPERTIES, INC.
Surviving (Transferee) _			01/19/2018 AT 01:56 P WO # 0004832212
			New Name
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Credit Card Card Card Approved By Keyed By _ COMMENT(S)	Base Fee. Org & Cap Fee Expedite Fee· Penalty. State Recordation Tax: State Transfer Tax Certified Copies Copy Fee Certificates Certificate of Status Fee Personal Property Filings Mail Processing Fee Other TOTAL FEES: 2/2 Check C Documents on Checks 16	100 70 43 Cash	Change of Name Change of Principal Office Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address Change of Business Code Adoption of Assumed Name Other Change(s) Code ( )( 2 3 Attention VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	CERTIFIED OPY MADI		Stamp Work Order and Customer Number HERE cust ID:0003615635 WORK ORDER : 0004832212 DATE:01-19-2018 01:56 PM AMT. PAID:\$213.00

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) ofArticle V ofthe charter ofthe Coiporation (the "Charter"), the Board of Directors ofthe Coiporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 2,300,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), ofthe Coiporation as shares of a series of preferred stock, designated as 6.375% Series D Cumulative Redeemable PrefeiTed Stock (the "Scries D Preferred Stock") with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions ofredemption ofthe Series D PrefeiTed Stock which, upon any restatement ofthe Charter, shall become part of Article V ofthe Charter, with any necessary or appropriate renumbering or relettering ofthe sections or subsections hereof:

6.375% Scries D Cumulative Redeemable Preferred Stock

Section 1. Number of Shares and Designation.

A series ofpreferred stock of the Corporation designated as the "6.375% Series D Cumulative Redeemable Preferred Stock" is hereby established, and the number of shares constituting such series shall be 2,300,000.

Section 2. Definitions.

"Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes ofthis definition, "control" when used with respect to any person means the power to direct the management and policies ofsuch person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Affiliate Transaction" shall have the meaning set forth m Section 6(c) hereof

"Alternative Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof.

"Alternative Foim Consideration" shall have the meaning set forth in Section 8(a) hereof

"Board of Directors" shall mean the Board of Directors ofthe Corporation or any committee authorized by such Board ofDirectors to perform any of its responsibilities with respect to the Senes D Preferred Stock.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

"Capital Gains Amount" shall have the meaning set forth m Section 3(g) hereof

"Change of Control" shall have the meaning set forth in Section 6(b) hereof

'Change of Control Conversion Date" shall have the meaning set forth in Section 8(a) hereof

hereof 'Change of Control Conversion Right" shall have the meaning set forth in Section 8(a)

hereof 'Change ofControl Redemption Right" shall have the meaning set forth in Section 6(b)

"Charter" shall have the meaning set forth in the preamble to these Articles Supplementary.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commission" shall have the meaning set forth in Section 10 hereof

"Common Share Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof

"Common Stock" shall have the meaning set forth in the preamble to these Articles Supplementary.

"Common Stock Price" shall have the meaning set forth in Section 8(a) hereof

"Conversion Agent" shall have the meaning set forth in Section 8(d) hereof

"Conversion Consideration" shall have the meaning set forth in Section 8(a) hereof

"Corporation" shall have the meaning set forth in the preamble to these Articles Supplementary.

"Delisting Event" shall have the meaning set forth in Section 6(a) hereof

"Delisting Event Conversion Date" shall have the meaning set forth in Section 8(a).

'Delisting Event Conversion Right" shall have the meaning set forth in Section 8(a) hereof

hereof 'Delisting Event Redemption Righf' shall have the meaning set forth in Section 6(a) "DTC" shall have the meaning set forth in Section 8(f) hereof.

"Equity Stock" shall have the meaning set forth in Section 1(b) of Article V ofthe Charter.

'Event" shall have the meaning set forth in Section 9(f)(ii) hereof

'Excess Stock" shall have the meaning set forth in Article V ofthe Charter.

'Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"NASDAQ" shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act.

"NYSE" shall mean the New York Stock Exchange or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act.

"NYSE American EEC" shall mean the NYSE American EEC or any successor that is a national securities exchange registered under Section 6 ofthe Exchange Act

'Optional Redemption Right" shall have the meaning set forth in Section 5(b) hereof

"Original Issue Date" shall mean the first date on which shares of Series D Preferred Stock are issued and sold.

'Ownership Limit" shall have the meaning set forth m Section 2(a) of Article V ofthe Charter.

"Parity Preferred" shall have the meaning set forth in Section 9(b) hereof

"Preferred Directors" shall have the meaning set forth in Section 9(b) hereof

"Preferred Dividend Default" shall have the meaning set forth in Section 9(b) hereof

"REIT" shall have the meaning set forth in Section l(a)(i) of Article III ofthe Charter.

"Series D Dividend Period" shall mean the respective periods commencing on and including March 1, June 1, September ¹ and December ¹ of each year and ending on and including the day preceding the first day ofthe next succeeding Scries D Dividend Period (other than the initial Scries D Dividend Period, which shall commence on the Original Issue Date and end on and include Febmary 28, 2018, and other than the Series D Dividend Period during which any shares of Series D Preferred Stock shall be redeemed pursuant to Section 5 or Section 6 (and that is not a Series D Dividend Period ofthe type contemplated by Section 7(b)), which, solely with respect to the shares of Series D Preferred Stock being redeemed, shall end on and include the day immediately preceding the redemption date with respect to the shares of Series D Preferred Stock being redeemed).

"Series D Payment Date" shall mean, with respect to each Series D Dividend Period, the fifteenth (15th) day ofthe month following the month in which such Series D Dividend Period

has ended (March, June, September and December of each year), commencing on March 15, 2018.

''Senes B Preferred Stock" shall mean the Corporation's 8.0% Series B Cumulative Redeemable Preferred Stock.

"Series C Preferred Stock" shall mean the Corporation's 6.75% Series C Cumulative Redeemable Preferred Stock.

"Series D Preferred Stock" shall have the meaning set forth in the preamble to these Articles Supplementary.

"Series D Record Date" shall mean the close of business on the date designated by the Board of Directors as the record date for the payment of dividends that is not more than 30 nor fewer than 10 days prior to the applicable Series D Payment Date.

"Share Cap" shall have the meaning set forth in Section 8(a) hereof

"Share Split" shall have the meaning set forth in Section 8(a) hereof

"Special Optional Redemption Rights" shall have the meaning set forth m Section 6(b) hereof

"Stock" shall have the meaning set forth in Section 1(b) of Article V ofthe Charter.

"Total Distributions" shall have the meaning set forth in Section 3(g) hereof

Section 3. Dividends and Distributions

(a) Subject to the preferential rights ofthe holders of any class or series of equity securities ofthe Corporation ranking senior to the Series D Preferred Stock as to dividends, the holders ofthe then outstanding Series D Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative cash dividends in the amount of \$1 59375 per share each year, which is equivalent to the rate of 6.375% ofthe \$25.00 liquidation preference per share per annum. Such dividends shall accnie and be cumulative from and including the Original Issue Date and shall be payable quarterly in arrears on each Series D Payment Date for the related Series D Dividend Period, commencing March 15, 2018, to all holders ofrecord on the applicable Series D Record Date; provided, however, that if any Series D Payment Date is not a Business Day, the dividend which would otherwise have been payable on such Series D Payment Date may be paid or set aside for payment on the next succeeding Business Day with the same force and effect as if paid or set aside on such Series D Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series D Payment Date to such next succeeding Business Day Holders ofrecord of all shares of Series D Preferred Stock outstanding on the applicable Series D Record Date will be entitled to receive the full quarterly dividend paid on the applicable Series D Payment Date even ifsuch shares were not outstanding for the full applicable Senes D Dividend Period.

The initial dividend payable on the Scries D Prefcned Stock will cover the period from and including the Original Issue Date through Fcbaiary 28, 2018 and will be paid on March 15, 2018 The amount of any dividend payable on the Series D Preferred Stock for each full Scries D Dividend Period shall be computed by dividing \$1.59375 by four (4), regardless ofthe actual number of days m such full Series D Dividend Period. The amount of any dividend payable on the Series D Preferred Stock for any partial Series D Dividend Period and for the initial Series D Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders ofrecord as they appear in the stockholder records ofthe Corporation at the close of business on the applicable Series D Record Date. Notwithstanding any provision to the contraiy contained herein, the dividend payable on each share of Scries D Preferred Stock outstanding on a Series D Record Date shall equal the dividend payable on each other share of Series D Preferred Stock that is outstanding on such Senes D Record Date, and no holder of any share of Senes D Preferred Stock shall be entitled to receive any dividends paid or payable on the Senes D Preferred Stock with a Series D Record Date before the date such share of Series D Preferred Stock is issued.

(b) No dividends on the Scries D Preferred Stock shall be authorized, paid or set apart for payment by the Corporation at such time as the terms and conditions of any agreement ofthe Corporation, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or ifsuch authorization, payment or setting apart for payment shall be restricted or prohibited by law.

(c) Notwithstanding anything contained herein to the contrary, dividends on the Series D Preferred Stock shall aceme with respect to any Series D Dividend Period whether or not (i) any ofthe agreements or laws referred to in Section 3(b) hereof at any time are applicable. (ii) the Corporation has earnings, (iii) there are funds legally available for the payment ofsuch dividends or (iv) such dividends are declared. No interest or additional dividend shall be payable in respect of any accrued but unpaid dividend on the Series D Preferred Stock.

(d) Except as provided in Section 3(e) below, no dividends shall be declared or paid or set apart for payment and no other distribution of cash or other property may be declared or made, directly or indirectly, on or with respect to shares of Common Stock or shares of any other class or series of equity securities ofthe Corporation ranking, as to dividends or upon liquidation, dissolution or windmg-up ofthe affairs ofthe Corporation, on a parity with orjunior to the Series D Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of equity securities ranking junior to the Series D PrefeiTed Stock as to dividends or upon liquidation, dissolution or wmding-up ofthe affairs ofthe Corporation), nor shall any shares ofCommon Stock or shares of any other class or series of equity securities ofthe Corporation ranking, as to dividends or upon liquidation, dissolution or wmding-up ofthe affairs ofthe Coiporation, on a parity with or junior to the Series D Preferred Stock be redeemed (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares), purchased or otherwise acquired (except (i) by conversion into or exchange for shares of Common Stock or shares of any other class or series of equity securities ofthe Coiporation ranking junior to the Series D Preferred Stock as to dividends and upon liquidation, dissolution or wmding-up ofthe affairs ofthe Coiporation, (ii) for the acquisition ofshares made pursuant to the provisions of Section 2 ofArticle V ofthe Charter, and (iii) for the purchase or acquisition of equity securities ofthe Corporation ranking equal to the Series D Preferred Stock as to dividends or upon liquidation, dissolution or wmding-up ofthe affairs ofthe Coiporation, pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Stock and any other shares of any other class or series of equity securities ranking on a parity with the Series D Preferred Stock as to dividends or upon liquidation, dissolution or windmg-up ofthe affairs ofthe Corporation), unless full cumulative dividends on the Senes D Preferred Stock for all past Series D Dividend Periods shall have been or contemporaneously arc (i) declared and paid in cash or (li) declared and a sum sufficient for the payment thereof m cash is set apart for such payment.

(e) When dividends arc not paid in full (or a sum sufficient for such flill payment is not so set apart) upon the Scries D Preferred Stock and any other class or series of equity securities ranking, as to dividends, on a parity with the Scries D Preferred Stock, all dividends (other than any acquisition ofshares pursuant to the provisions of Section 2 of Article V ofthe Charter or a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Stock and any such other class or series of equity securities ranking on parity with the Series D Preferred Stock as to dividends or upon liquidation, dissolution or winding-up ofthe affairs ofthe Corporation) declared upon the Series D Preferred Stock and each such other class or series of equity securities ranking, as to dividends, on a parity with the Series D Preferred Stock shall be allocated pro rata so that the amount declared per share of Series D PrefeiTed Stock and such other class or senes of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Senes D Prefened Stock and such other class or scries of equity securities (which shall not include any accnial in respect of unpaid dividends on such other class or series of equity securities for prior Series D Dividend Periods ifsuch other class or series of equity securities does not have a cumulative dividend)

bear to each other. No interest, or sum ofmoney in lieu ofinterest, shall be payable in respect of any dividend payment or payments on the Series D Preferred Stock which may be in arrears

(f) Holders of Series D Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or Stock, in excess of full cumulative dividends on the Series D Preferred Stock as provided herein. Any dividend payment made on the Series D PrefeiTed Stock shall first be credited against the earliest accmed but unpaid dividends due with respect to such shares which remains payable.

(g) If, for any taxable year, the Corporation elects to designate as "capital gam dividends" (as defined in Section 857 ofthe Code or any successor revenue code or section) any portion (the "Capital Gams Amounf') ofthe total distributions not in excess ofthe Corporation's earnings and profits (as dcteiTnmed for United States federal income tax purposes) paid or made available for such taxable year to holders of all classes and scries of Stock (the "Total Distributions"), then the portion ofthe Capital Gains Amount that shall be allocable to holders of Series D Preferred Stock shall be in the same proportion that the Total Distributions paid or made available to the holders of Series D Preferred Stock for such taxable year bears to the Total Distributions for such taxable year made with respect to all classes or series of Stock outstanding.

Section 4 Liquidation Preference.

Upon any voluntary or mvoluntaiy liquidation, dissolution or winding-up ofthe affairs of the Corporation, before any distribution or payment shall be made to holders of Common Stock or any other class or series of equity securities ofthe Coiporation ranking, as to rights upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Coiporation, junior to the Series D Preferred Stock, the holders ofshares of Series D Preferred Stock then outstanding shall be entitled to be paid out ofthe assets ofthe Coiporation legally available for distribution to its stockholders a liquidation preference of \$25.00 per share, plus an amount equal to any accmed and unpaid dividends to, but not including, the date of payment (whether or not declared). If, upon any such voluntary or involuntary liquidation, dissolution or windmg-up, the available assets of the Corporation arc insufficient to pay the amount ofthe distributions payable upon liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series ofsecurities ofthe Coiporation ranking, as to rights upon liquidation, dissolution or winding-up ofthe affairs ofthe Coiporation, on a parity with the Series D Preferred Stock, the holders ofthe Series D Preferred Stock and each such other class or series ofsecurities ranking, as to rights upon liquidation, dissolution or wmdmg-up ofthe affairs ofthe Coiporation, on a parity with the Senes D Preferred Stock shall share ratably m any such distribution of assets m proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up ofthe Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first-class mail, postage pre-paid, at least 20 days prior to the payment date stated therein, to each record holder of Series D Preferred Stock at the respective addresses ofsuch holders as the same shall appear on the stock transfer records ofthe Corporation. After payment ofthe full amount ofthe liquidating distributions to which they are entitled, the holders of Series D Preferred Stock will

have no right or claim to any ofthe remaining assets ofthe Corporation. The consolidation, conversion or merger of the Corporation with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all ofthe property or business ofthe Corporation, shall not be deemed to constitute a liquidation, dissolution or wmdmg-up ofthe affairs ofthe Coiporation.

In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition ofshares of Stock or othei*wise is pcmiitted under the Maryland General Coiporation Law, amounts that would be needed, ifthe Corporation were to be dissolved at the time ofthe distribution, to satisfy the preferential rights upon dissolution ofthe holders ofthe Series D Preferred Stock will not be added to the Corporation's total liabilities.

Section 5. Optional Redemption.

(a) Series D Preferred Stock shall not be redeemable prior to January 22, 2023, except as provided m Section 5(c) pursuant to Section 2 ofArticle V ofthe Charter or as set fortl in Section 6 hereof

(b) On or after January 22, 2023, the Coiporation, at its option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 5(e) hereof, may redeem the Series D PrefeiTed Stock, m whole or m part, at any time or from time to time, at a redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to, but not including, the date fixed for redemption, without interest (the "Optional Redemption Right"). Ifless than all ofthe outstanding shares of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot. Ifsuch redemption is to be by lot and, as a result ofsuch redemption, any holder of Series D Preferred Stock would own shares of Scries D Preferred Stock in excess ofthe Ownership Limit or m violation of any ofthe other restrictions on ownership and transfer of our Equity Stock set forth in Section 2 ofArticle V ofthe Charter, then, except as othenvisc provided in the Charter, the Corporation will redeem the requisite number of shares of Senes D Preferred Stock ofsuch holder such that no holder will violate the Ownership Limit or any other restrictions on ownership and transfer of our Equity Stock set forth m Section 2 of Article V ofthe Charter subsequent to such redemption.

(c) The Corporation may redeem all or a part ofthe Series D Preferred Stock m accordance with the terms and conditions set forth m this Section 5 ofthese Articles Supplementary at any time and from time to time, whether before or after January 22, 2023, if the Board of Directors determines that such redemption is reasonably necessary to assist the Corporation in preseiwing the status ofthe Corporation as a qualified REIT. Ifthe Corporation calls for redemption any shares of Series D Preferred Stock pursuant to and in accordance with this Section 5(c), then the redemption price for such shares will be an amount m cash equal to \$25.00 per share, plus (subject to Section 7(b) hereof) all accrued and unpaid dividends (whether or not declared) thereon to and including the date fixed for redemption, without interest.

(d) Unless full cumulative dividends on all outstanding shares of Series D Preferred Stock shall have been or contemporaneously are declared and paid m cash or declared and a sum sufficient for the payment thereofin cash set apart for payment for all past Series D Dividend Periods, no shares of Series D Preferred Stock shall be redeemed pursuant to this Section ⁵ unless all outstanding shares of Scries D Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Stock (except by exchange for equity securities ofthe Corporation ranking, as to dividends and upon liquidation, junior to the Series D Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Series D PrefeiTcd Stock or any other class or series of equity securities ofthe Corporation by the Coiporation in accordance with the terms of Section 5(c) hereof or Section 2 ofArticle V ofthe Charter or the purchase or acquisition of Series D Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Stock and the holders of all outstanding shares of any other class or series of preferred stock ofthe Corporation ranking on a party with the Series D Preferred Stock as to dividends or upon liquidation, dissolution or winding up ofthe affairs of the Corporation.

(c) Notice ofredemption pursuant to this Section 5 shall be mailed by the Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more thar 60 days prior to the redemption date, addressed to the respective holders ofrecord ofthe shares of Senes D Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records ofthe Corporation. Failure to give such notice or any defect thereto or in the mailing thereofshall not affect the sufficiency of notice or validity ofthe proceedings for the redemption of any shares of Series D Preferred Stock except as to shares held by a holder to whom notice was defective or not given. A redemption notice which has been mailed m the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any infomiation required by law or the applicable rules of any exchange upon which Scries D Preferred Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number ofshares of Senes D Preferred Stock to be redeemed (and, ifless than all the shares held by any holder are to be redeemed, the number ofshares to be redeemed from such holder), (iv) the place or places where the shares of Series D Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption; and (v) that dividends on the Series D Preferred Stock to be redeemed shall cease to accrue on such redemption rate

(f) The Series D Preferred Stock is subject to the provisions of Section 2 of Article V ofthe Charter, including, without limitation, the provisions for conversion into shares of Excess Stock and the redemption ofshares of Excess Stock and shares transferred, or attempted to be transferred, in violation of such provisions In addition to the redemption rights set forth m Section 2(d) ofArticle V ofthe Charter, shares of Excess Stock issued upon conversion ofshares of Senes D Preferred Stock may be redeemed, m whole or in part, at any time when outstanding shares of Series D PrefeiTed Stock are being redeemed, for cash at a redemption price of \$25.00 per share ofExcess Stock, plus (subject to Section 7(b) hereof) all dividends (whether or not declared) accrued and unpaid on the shares of Series D Preferred Stock that were converted into such shares of Excess Stock prior to such conversion and all dividends that, but for such

conversion, would have accrued and been unpaid on die shares of Series D Preferred Stock so converted to, but not including, the date ofredemption, without interest. Ifthe Corporation elects to redeem Excess Stock pursuant to the redemption right set forth m the preceding sentence, such Excess Stock shall be redeemed in such proportion and in accordance with such procedures as Senes D Preferred Stock are being redeemed.

Section 6. Special Optional Redemption by the Corporation.

(a) During any period oftime (whether before or after January 22, 2023) that both (i) the Series D Preferred Stock is not listed on the NYSE, NYSE American EEC or the NASDAQ and (ii) the Corporation is not subject to the reporting requirements ofthe Exchange Act, but any shares of Series D Preferred Stock are outstanding (the occurrence of clauses (i) and (ii) is referred to as a ''Delisting Event"), the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided m Section 6(d) hereof, to redeem the outstanding shares ofthe Series D Preferred Stock, in whole but not in part, within 90 days after the date ofthe Delisting Event, for a redemption price of \$25 00 per share, plus (subject to Section 7(b) hereof) all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the date such shares are redeemed as provided m this Section 6(a) (a "Delisting Event Redemption Right").

(b) In addition, upon the occurrence of a Change of Control, the Corporation will have the option, upon not fewer than 30 nor more than 60 days' written notice as provided in Section 6(d) hereof, to redeem shares ofthe Series D Preferred Stock, in whole but not in part, within 120 days after the first date on which such Change ofControl occurred, for cash at \$25.00 per share plus (subject to Section 7(b) hereof) acemed and unpaid dividends (whether or not declared) on the Series D Preferred Stock to, but not including, the redemption date ("Change of Control Redemption Right" and, together with the Delisting Event Redemption Right, the "Special Optional Redemption Rights").

A "Change ofControl" occurs when, after the Original Issue Date, the following have occurred and are continuing:

(i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) ofthe Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series ofpurchases, mergers, conversions or other acquisition transactions ofshares ofstock ofthe Corporation entitling that person to exercise more than 50% of the total voting power of all outstanding shares ofstock ofthe Coi*poration entitled to vote generally in the election of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(ii) following the closing of any transaction referred to in (i) above, neither the Corporation nor the acquiring or surviving entity has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American EEC or the NASDAQ.

(c) Notwithstanding the foregoing, the Corporation shall not have the right to redeem shares of Series D Preferred Stock (x) upon any Delisting Event occurring in connection with a transaction set forth in clause (i) ofthe definition of Change of Control unless such Delisting Event also constitutes a Change of Control or (y) with respect to any Delisting Event or Change of Control occurring in connection with a transaction (an "Affiliate Transaction") with, or by, any person (as defined in clause (i) ofthe definition ofChange of Control) who prior to such transaction is an Affiliate ofthe Corporation.

(d) Notice ofredemption pursuant to this Section 6 shall be mailed by the Corporation, postage prepaid, as of a date set by the Corporation not fewer than 30 nor more thai 60 days prior to the redemption date, addressed to the holders ofrecord ofthe Series D Preferred Stock at their respective addresses as they appear on the stock transfer records ofthe Corporation. Failure to give such notice or any defect thereto or in the mailing thereofshall not affect the sufficiency of notice or validity ofthe proceedings for the redemption of any shares of Series D Prefemed Stock except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed m the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. In addition to any information required by law or the applicable iiiles of any exchange upon which Series D PrefeiTed Stock may be listed or admitted to trading, each notice shall state (i) the redemption date; (ii) the redemption price; (iii) the total number ofshares of Series D Preferred Stock to be redeemed; (iv) the place or places where the shares of Series D Preferred Stock are to be surrendered for payment, together with the certificates, if any, representing such shares (duly endorsed for transfer) and any other documents the Corporation requires in connection with such redemption; (v) that the Series D Preferred Stock is being redeemed pursuant to the Delisting Event Redemption Right or the Change ofControl Redemption Right, as applicable, in connection with the occuiTence of a Delisting Event or Change of Control, as applicable, and a brief description ofthe transaction or transactions constituting such Delisting Event or Change of Control, as applicable, (vi) that holders of Scries D Preferred Stock will not be able to tender shares of Senes D Preferred Stock for conversion in connection with the Delisting Event or Change of Control, as applicable, and each share of Senes D Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related redemption date instead of converted on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable; and (vii) that dividends on the shares of Series D Preferred Stock to be redeemed will cease to accumulate on such redemption date.

Section 7. Additional Provisions Relating to Optional Redemption and Special Optional Redemption by the Corporation

(a) If (i) notice ofredemption of any shares of Series D PrefeiTed Stock has been given, (ii) the funds necessaiy for such redemption have been set aside by the Corporation in trust for the benefit ofthe holders of any Series D Preferred Stock so called for redemption and (iii) irrevocable instmetions have been given to pay the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) all accnied and unpaid dividends (whether or not declared) to, but not including, the date of redemption, then from and after the redemption date dividends shall cease to accrue on such shares of Series D Preferred Stock, such shares of Series D

Preferred Stock shall no longer be outstanding, such shares of Series D Preferred Stock shall not be transferred except with the consent ofthe Coiporation and all other rights of the holders of such shares will temiinate, except the right to receive the redemption price of \$25.00 per share, plus (subject to Section 7(b) hereof) any accrued and unpaid dividends (whether or not declared) payable upon such redemption, without interest.

(b) If a redemption date falls after a Senes D Record Date and on or prior to the corresponding Senes D Payment Date, each holder ofshares of Series D Preferred Stock on such Series D Record Date shall be entitled to the dividend payable on such shares on the conesponding Series D Payment Date, notwithstanding the redemption ofsuch shares on or prioi to such Series D Payment Date, and each holder ofshares of Series D Prefened Stock that are redeemed on such redemption date will be entitled to the dividends, if any, accruing after the end ofthe Series D Dividend Period to which such Series D Payment Date relates to, but not including, the date ofredemption.

(c) For pui*poses of clause (a)(ii) above, funds shall be deposited in tmst with a bank or tmst corporation and shall be irrevocable except that:

(i) the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in tmst, and the holders of any shares redeemed shall have no claim to such interest or other earnings, and

(li) any balance ofmonies so deposited by the Coiporation and unclaimed by the holders ofthe Series D Preferred Stock entitled thereto at the expiration oftwo (2) years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.

Section 8. Conversion Rights.

(a) Subject to Section 8(j), upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder ofshares of Series D Preferred Stock shall have the right, unless, prior to the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, the Coiporation provides notice ofits election to redeem such shares of Series D PrefciTed Stock pursuant to the Optional Redemption Right or Special Optional Redemption Rights, to convert all or part ofthe shares of Scries D PrcfeiTed Stock held by such holder (with respect to a Delisting Event, the "Delisting Event Conversion Right" and, with respect to a Change of Control, the "Change of Control Conversion Right") on the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, into a number of shares of Common Stock per share of Series D Preferred Stock to be converted (the "Common Share Conversion Consideration") equal to the lesser of(A) the quotient obtained by dividing (i) the sum of \$25.00 plus the amount of all accrued and unpaid dividends (whether or not declared) on the Series D Preferred Stock to, but not including, the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable, (unless such Delisting Event

Conversion Date or the Change of Control Conversion Date, as applicable, is after a Dividend Record Date and prior to the corresponding Series D Payment Date, in which case no additional amount for accaied and unpaid dividends that have been declared and are to be paid on such Series D Payment Date will be included m such sum) by (ii) the Common Stock Price (as defined herein) and (B) 3.4843 (as adjusted pursuant to the immediately succeeding paragraph, the ''Share Cap").

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a "Share Split") with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number ofshares of Common Stock rhat is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number ofshares ofCommon Stock outstanding after giving effect to such Share Split and the denominator ofwhich is the number ofshares of Common Stock outstanding immediately prior to such Share Split.

In the case of a Delisting Event or Change of Control, as applicable, pursuant to, or in connection with, which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the "Alternative Forai Consideration"), a holder ofshares of Series D Preferred Stock shall receive upon conversion ofsuch shares of Series D Prefen'ed Stock (subject to the next-following paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number ofshares of Common Stock equal to the Common Share Conversion Consideration immediately prior to the effective time ofthe Delisting Event or Change of Control, as applicable (the "Alternative Conversion Consideration" and, together with the Common Share Conversion Consideration, the "Conversion Consideration").

In the event that holders ofCommon Stock have the opportunity to elect the form of consideration to be received in connection with the Delisting Event or Change of Control, as applicable, the consideration that the holders of Series D Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality ofthe shares of Common Stock held by stockholders who participate in the election and shall be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion ofthe consideration payable m connection with the Delisting Event or Change of Control, as applicable.

The "Change ofControl Conversion Date" with respect to any Change of Control shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice ofthe Change of Control pursuant to Section 8(d). The "Delisting Event Conversion Date" with respect to any Delisting Event shall be a Business Day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice ofsuch Delisting Event pursuant to Section 8(d).

The "Common Stock Price" for any Change of Control shall be (i) the amount of cash consideration per share ofCommon Stock, ifthe consideration to be received m the Change of Control by holders ofCommon Stock is solely cash, or (li) the average ofthe closing prices per share of Common Stock on the NYSE or NYSE American EEC for the teri consecutive trading days immediately preceding, but not including, the effective date ofthe Cliange of Control, ifth( consideration to be received in the Change of Control by holders ofCommon Stock is other than solely cash. The ''Common Stock Price" for any Delisting Event shall be the average ofthe closing prices per share of Common Stock on the NYSE or NYSE American EEC for the ten consecutive trading days immediately preceding, but not including, the effective date ofthe Delisting Event.

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series D Preferred Stock. In lieu offractional shares, holders shall be entitled to receive the cash value ofsuch fractional shares based on the Common Stock Price.

(c) If a Change of Control Conversion Date or a Delisting Event Conversion Date (either, a "Conversion Date") falls after a Senes D Record Date and on or poor to the corresponding Series D Payment Date, each holder ofshares of Series D Preferred Stock at the close of business on such Series D Record Date shall be entitled to the dividend payable on such shares on the corresponding Series D Payment Date, notwithstanding the conversion ofsuch shares on or prior to such Series D Payment Date, and each holder ofshares of Series D Preferred Stock that are converted on such Conversion Date will be entitled to the dividends, if any, accruing after the end ofthe Series D Dividend Period to which such Series D Payment Date relates to, but not including, the Conversion Date.

(d) Within 15 days following the occurrence of a Delisting Event or a Change of Control, as applicable, a notice of occurrence ofthe Delisting Event or the Change of Control, as applicable, describing the resulting Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable, shall be delivered to the holders ofrecord ofthe outstanding shares of Series D Preferred Stock at their addresses as they appear on the iCorporation's stock transfer records. No failure to give such a notice or any defect thereto or m the mailing thereof shall affect the validity ofthe proceedings for the conversion of any share bf Series D Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Delisting Event or the Change ofControl, as applicable; (ii) the date ofthe Delisting Event or the Change of Control, as applicable, (iii) the last date on which the holders of Series D Preferred Stock may exercise their Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable; (iv) the method and period for calculating the Common Stock Price; (v) the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable; (vi) that if, prior to the applicable Conversion Date, the Corporation provides notice ofits election to redeem all or any portion ofthe Series D Preferred Stock, the holder will not be able to convert the shares of Senes D PrefciTed Stock called for redemption and such shares of Series D Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, (vii) if applicable, the type and amount ofAlternative Conversion Consideration entitled to be received per share of Series D Preferred Stock; (viii) the name and address ofthe paying agent and the conversion agent (the "Conversion Agent"); and (ix) the procedures that the holders of Series D Preferred Stock must follow to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable.

(e) The Corporation shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, ifsuch organizations are not in existence at the time of issuance ofsuch press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Corporation's website, m any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Section 8(d) above to the holders ofrecord of Series D Preferred Stock.

(f) In order to exercise the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, a holder ofrecord ofshares of Series D Preferred Stoek shall be required to deliver, on or before the close of business on the applicable Conversion Date, the certificates representing any certificated shares of Series D Preferred Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent Such notice shall state: (i) the relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and (li) the number ofshares of Series D PrefciTed Stock to be converted. Notwithstanding the foregoing, ifthe shares of Scries D Preferred Stock are held m global form, such notice shall instead comply with applicable procedures of The Depository Taist Company (''DEC")

(g) ^j Holders of Scries D PrefciTed Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or a Change of Control Conversion Right, as applicable, (m whole or in part) by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the Business Day prior to the Delisting Event Conversion Date or the Change ofControl Conversion Date, as applicable. The notice of withdrawal must state, (i) the number of withdrawn shares of Series D Preferred Stock; (li) if certificated shares of Series D Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers ofthe withdrawn certificated shares of Series D Preferred Stock; and (iii) the number ofshares of Series D Prefen'ed Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, ifthe shares of Series D Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of DTC.

(h) Shares of Series D Preferred Stock as to which the Delisting Event Conversion Right or the Change of Control Conversion Right, as applicable, has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Delisting Event Conversion Right or the Change ofControl Conversion Right, as applicable, on the related Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, unless, prior to the applicable Delisting Event Conversion Date or the Change of Control Conversion Date, the Corporation provides notice of its election to redeem such shares of Series D PrefeiTed Stock, whether pursuant to its Optional Redemption Right or Special Optional Redemption Rights,

(i) The Corporation shall deliver the applicable Conversion Consideration no later than the third Business Day following the Delisting Event Conversion Date or the Change of Control Conversion Date, as applicable.

(j) Notwithstanding anything to the contrary in this Section 8, no holder of Series D Preferred Stock will be entitled to exercise a Delisting Event Conversion Right or Change of Control Conversion Right or convert any shares of Series D PrefeiTed Stock into shares of Common Stock to the extent that receipt ofshares ofCommon Stock upon the conversion of such shares of Senes D PrefeiTcd Stock in accordance with this Section 8 would cause such person or any other person to violate Section 2 of Article V ofthe Charter.

(k) In connection with the exercise of any Delisting Event Conversion Right or Change ofControl Conversion Right, as applicable, the Corporation shall comply with all U.S. federal and state securities laws and stock exchange rules m connection with any conversion of shares of Scries D Preferred Stock into Conversion Consideration.

Section 9. Voting Rights.

(a) Holders ofthe Series D Preferred Stock shall not have any voting rights except as set forth m this Section 9.

(b) Whenever dividends on any outstanding shares of Series D Preferred Stock shall have not been paid for six or more Senes D Dividend Periods (whether or not such dividends have been declared or such Scries D Dividend Periods arc consecutive) (a ''Preferred Dividend Defaulf'), the holders of Series D Preferred Stock (and the holders of all other classes and scries of prcfciTed stock ofthe Corporation ranking on a parity with the Series D Preferred Stock as to dividends and upon liquidation and upon which like voting rights have been conferred and are exercisable and with which the holders ofthe Series D Preferred Stock are entitled to vote together as a single class (the "Parity PrefeiTed"), voting together as a single class) will have the exclusive power to elect two additional directors (the "Prefeixed Directors"), at each annual meeting ofthe Corporation's stockholders and at any special meeting of the Corporation's stockholders called for the purpose of electing Prefen*ed Directors, until all dividends accumulated on outstanding shares of Series D Preferred Stock for all past Series D Dividend Periods and the then-current Series D Dividend Period shall have been Rilly paid. Unless the number ofthe Corporation's directors has previously been increased pursuant to the terms of any class or scries of Parity Preferred with which the holders of Series D Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors, the number ofthe Corporation's directors shall automatically increase by two at such time as holders of Series D Preferred Stock become entitled to vote in the election ofthe Preferred Directors Unless shares of Parity Preferred remain outstanding and entitled to vote in the election of Preferred Directors, the term of office of each Preferred Director will terminate, and the number ofthe Corporation's directors shall automatically decrease by two, when all dividends on outstanding shares of Series D Preferred Stock accumulated for all past Scries D Dividend Periods and the then-current Series D Dividend Period have been fiilly paid Ifthe right of holders of Series D PrefeiTed Stock to elect the PrefeiTcd Directors tenmnates after the record date for the detenmnation ofholders of shares of Series D Preferred Stock entitled to vote in any election of Preferred Directors but before the closing ofthe polls in such election, holders ofshares of Series D PrefeiTed Stock outstanding as ofsuch record date shall not be entitled to vote in the election of any Preferred Directors. The right ofthe holders of Series D Preferred Stock to elect the Preferred Directors shall again vest if and whenever dividends are in arrears for six Series D Dividend Periods, as described above. In no event shall the holders of Series D PrefeiTed Stock be entitled to nominate

or elect an individual as a Preferred Director, and no individual shall be qualified to be nominated for election or to sei^ve as a Preferred Director, ifthe individual's service as a Preferred Director would cause the Coiporation to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of Stock is listed.

(c) The Preferred Directors shall be elected by a plurality ofthe votes cast in the election ofsuch directors, and each Preferred Director will serve until the next annual meeting of the Corporation's stockholders and until his or her successor is duly elected and qualifies, or until such director's tenn of office terminates as set forth in Section 9(b). Any director elected by the holders of Series D PrefeiTed Stock and any Parity Preferred may be removed, with or without cause, only by a vote ofthe holders of a majority ofthe outstanding shares of Series D Preferred Stock and Parity Preferred with which the holders of Series D Preferred Stock are entitled to vote together as a single class in the election of Preferred Directors. At any time that the holders of Series D Preferred Stock are entitled to vote in the election ofthe Preferred Directors, holders of Series D Preferred Stock shall be entitled to vote in the election of a successor to fill any vacancy on the Board of Directors that results from the removal of a Preferred Director.

(d) At any time that holders of Series D PrefeiTed Stock have the right to elect Preferred Directors as described in Section 9(b) hereof but such directors have not been elected, the Corporation's secretary must call a special meeting ofstockholders for the purpose of electing the PrefeiTed Directors upon the written request ofthe holders of record of at least 10% ofthe outstanding shares of Series D Preferred Stock and Parity PrefeiTed with which the holders of Series D Preferred Stock are entitled to vote together as a single class with respect to the election of PrefeiTed Directors, unless such a request is received less than 90 days before the date fixed for the next annual meeting of the Coiporation's stockholders, in which case, the Preferred Directors may be elected at such annual meeting or at a separate special meeting ofthe Coiporation's stockholders.

(e) So long as any shares of Series D Preferred Stock are outstanding, the approval of the holders of at least two-thirds ofthe outstanding shares of Series D Preferred Stock and any equally-affected class or series of Parity Preferred with which the holders of Series D Preferred Stock are entitled to vote as a single class on such matters (voting together as a single class) shall be required to authorize (i) any amendment, alteration, repeal or other change to any provision of the Charter, including these Articles Supplementary (whether by merger, conversion, consolidation, transfer or conveyance of all or substantially all ofthe Corporation's assets or othei*wise) that would materially and adversely affect the rights, preferences, privileges or voting powers ofthe Series D PrefeiTed Stock or (ii) the creation, issuance or increase in the authorized number ofshares of any class or series ofstock having a preference as to dividends or other distributions, whether upon liquidation, dissolution or otherwise, that is senior to the Series D Preferred Stock (or any equity securities convertible into or exchangeable for any such shares).

(f) The following actions shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers ofthe Series D Preferred Stock*

(i) an increase or decrease in the number of authorized shares of Stock of any class or series or the classification or reclassification of any unissued shares of Stock, or the creation or issuance of equity securities, of any class or series ranking, as to dividends or liquidation preference, equal to, or junior to, the Series D Preferred Stock, provided that such action does not decrease the number of authorized shares ofCommon Stock below the number (after giving effect to all other outstanding shares capital stock) necessary to permit the Series D Preferred Stock to be converted in full in accordance with the terms hereof; or

(ii) an amendment, alteration, or repeal or other change to any provisions ofthe Charter, including these Articles Supplementaiy, as a result of a merger, conversion, consolidation, transfer or conveyance of all or substantially all ofthe Corporation's assets or other business combination (an "Evenf'), (x) ifthe Series D Preferred Stock (or securities of any successor person or entity to the Corporation into which the Series D Preferred Stock has been converted) remains outstanding with the teiTus thereof unchanged in all material respects or the holders ofshares of Series D Preferred Stock receive securities of a successor person or entity with substantially identical rights as those of the Series D Preferred Stock, taking into account that, upon the occurrence of an Event, the Corporation may not be the suiwiving entity, or (y) ifthe holders ofthe Scries D Preferred Stock shall receive the \$25.00 liquidation preference pei share of Scries D Preferred Stock, plus all accimcd and unpaid dividends to, but not including, the date ofsuch Event (other than any declared dividends having a Dividend Record Date before the date ofsuch Event and a Series D Payment Date after the date of such Event, which shall be paid as provided in Section 3 above), pursuant to the occurrence of any Event (other than an Event that is an Affiliate Transaction).

(g) Notwithstanding the foregoing, holders of any Parity Preferred shall not be entitled to vote together as a single class with the holders of Series D Preferred Stock on any amendment, alteration, repeal or other change to any provision ofthe Charter, including these Articles Supplementary, unless such action affects the holders ofthe Series D Preferred Stock and such Parity Preferred equally On any matter m which the Series D Preferred Stock may vote, each share of Series D Preferred Stock shall entitle the holder thereofto cast one vote, except that, in class votes, or in determining the percentage of outstanding shares, when voting together as a single class, with shares of one or more class or series of Parity Preferred, shares of different classes and series shall vote, or such determination shall be made, in proportion to the liquidation preference ofthe shares.

(h) The foregoing voting provisions ofthis Section 9 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series D Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in tmst to effect such redemption, in each case, in accordance with the provisions hereof

(i) Except as expressly stated herein, the Series D Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent ofthe holders thereofshall not be required for the taking of any corporate action, including, without limitation, any merger, conversion or consolidation ofthe Corporation or a sale of all or substantially all ofthe assets ofthe Corporation, irrespective ofthe effect that such merger, conversion or consolidation or sale may have upon the rights, preferences, privileges or voting power ofthe holders ofthe Series D Preferred Stock.

Section 10. Information Rights.

During any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) ofthe Exchange Act and any shares of Series D Preferred Stock are outstanding, the Corporation will (i) transmit by mail or other pemiissible means under the Exchange Act to all holders of Series D Preferred Stock, as their names and addresses appear in the Corporation's record books and without cost to such holders, copies ofthe annual reports on Form 10-K, quarterly reports on Forai 10-Q and cuiTent reports on Form 8-K that the Corporation would have been required to file with the Securities and Exchange Commission (the "Commission"), pursuant to Section ¹³ or Section 15(d) ofthe Exchange Act ifthe Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the Commission ifit were subject to Section ¹³ or 15(d) ofthe Exchange Act and (ii) within ¹⁵ days following written request, supply copies ofsuch reports to any prospective holder of Series D PrefeiTed Stock.

Section 11. Conversion.

The Series D PrefeiTed Stock shall not be convertible into or exchangeable for any other property or securities ofthe Coiporation or any other entity, except in accordance with Section ⁸ hereof and Article V ofthe Charter.

Section 12. Ranking.

In respect ofrights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up ofthe affairs ofthe Corporation, the Series D Preferred Stock shall rank (i) senior to all classes or series ofthe Corporation's Common Stock and to all other equity securities issued by the Corporation, the terms ofwhich expressly provide that such securities rank junior to the Series D Preferred Stock as to the payment of dividends and upon any liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, (ii) on a parity with the Scries B Preferred Stock and the Series C Preferred Stock and on a parity with all equity securities issued by the Corporation, the terms of which expressly provide that such securities rank on a parity with the Series D PrefeiTed Stock as to the payment of dividends and upon any liquidation, dissolution or winding-up ofthe affairs ofthe Corporation, and (iii) junior to all equity securities issued by the Corporation, the temis ofwhich expressly provide that such securities rank senior to the Series D Preferred Stock as to the payment of dividends and upon any liquidation, dissolution or winding-up ofthe affairs ofthe Corporation. All Series D Preferred Stock shall rank equally with one another and shall be identical in all respects.

Section 13 Restrictions on Ownership and Transfer of Series D Preferred Stock

The Series D Preferred Stock is subject to the terms and conditions (including any applicable exceptions and exemptions) of Article V ofthe Charter All shares of Series D Preferred Stock shall include the legend provided in Section 2(e)(iv) ofArticle V ofthe Charter.

Section 14. Status of Acquired Shares of Series D Preferred Stock.

All shares of Series D Preferred Stock which shall have been issued and reacquired in any manner by the Coiporation shall be returned to the status of authorized but unissued Common Stock.

Section 15. Record Holders.

The Coi-poration may deem and treat the record holder of any share of Series D Preferred Stock as the taie and lawful owner thereoffor all purposes, and the Corporation shall not be affected by any notice to the contrary. Except as may be othei*wise provided by the Board of Directors (and except in connection with a global certificate held by a securities depositary), holders of Series D Preferred Stock are not entitled to certificates representing the Series D Preferred Stock held by them.

Section 16. Sinking Fund.

The Series D Preferred Stock shall not be entitled to the benefits of any retirement or sinking fund.

Section 17. Exclusion ofOther Rights.

The Senes D Preferred Stock shall not have any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions ofredemption other than expressly set forth in the Charter and these Articles Supplementary.

Section 18. Headings of Subdivisions.

The headings ofthe various subdivisions hereof are for convenience ofreference only and shall not affect the interpretation of any ofthe provisions hereof

Section 19. Severability ofProvisions.

If any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or tenns or conditions ofredemption ofthe Senes D Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any iTilc oflaw or public policy, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions ofredemption of Series D Preferred Stock set forth in the Charter (including these Articles Supplementary) which can be given effect without the invalid, unlawful or unenforceable provision thereofshall, nevertheless, remain m full force and effect

and no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions ofredemption ofthe Series D Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

SECOND: The Series D Preferred Stock has been classified and designated by the Board of Directors under the authority contained m the Charter. These Articles Supplementary have been approved by the Board ofDirectors m the manner and by the vote required by law.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act ofthe Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, mfonnation and beliefthat these matters and facts are true m all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 19th day ofJanuary 2018.

ATTEST:

Name: Craig Koster Title: Secretary

UMH PROPERTIES, INC.

By: Name: Samuel Lmdy Title: Presidem

APPROVAL CORPORATE CHARTER SHEET EXPEDITED SERVICE KEEP WITH DOCUMENT
DOCUMENT CODE BUSINESS CODE ^ Close_ Nonstock Stock Religious P.A. _	P 900382011991363
Merging /Converting Surviving/Resulting	---------------4 ID n D07439896 9CK tt 1000362011991363 PfiGES: 0003 UMH PROPERTIES, INC. 04/26/2019 RT 04:35 P WO H 0004950182
	New Name
Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: NPFund: Other: \ 2-33 TOTAL FEES:	Change ofName Change ofPrincipal Office Change ofResident Agent Change ofResident Agent Address Resignation ofResident Agent Designation ofResident Agent and Resident Agent's Address Change ofBusiness Code Adoption ofAssumed Name Other Change(s)
Credit Card Check Cash	Code -£63. Attention:
-a Checks Documents on Approved By: Keyed By:______ COMMENT(S):	Mail: Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	Stamp Work Order and Customer Number HERE
'k'S .if w	rusT 10:0003733605 AMT. PAID:\$426.00

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section ¹ of Article V ofthe charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number ofshares of capital stock of all classes that the Company has authority to issue to 142,413,800 shares, the number ofshares of common stock that the Company is authorized to issue to 127,363,800 shares, and the aggregate par value of all authorized shares ofstock having par value to \$14,241,380.

• 1. The foregoing amendment has been approved by resolution ofthe Board ofDirectors of the Company.
• 1. The foregoing amendment is limited to a change expressly authorized by Section 2- 105(a)(13) ofthe Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) ofthe MGCL is not changed by the foregoing amendment.
• 1. The total number ofshares ofstock that the Company had authority to issue immediately before the foregoing amendment was 126,413,800, classified as 111,363,800 shares of common stock, par value \$0.10 per share, 4,000,000 shares of 8 0% Series B Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 5,750,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 2,300,000 shares of 6.375% Series D Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share. The aggregate par value of all authorized shares ofstock having par value was \$12,641,380.
• 1. The total number ofshares ofstock that the Company has authority to issue after the foregoing amendment is 142,413,800, classified as 127,363,800 shares of common stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Preferred Stock, par value \$0.10 per share, 5,750,000 shares of 6.75% Series C Preferred Stock, par value \$0.10 per share, 2,300,000 shares of 6.375% Series D Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0.10 per share The aggregate par value of all authorized shares ofstock having par value is \$14,241,380.

The undersigned President ofthe Corporation acknowledges these Articles of Amendment to be the corporate act ofthe Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best ofhis knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

CUST 10:0003733605 UORK ORDER:0004950182 DRTE:04-26-2019 04:35 PM fiMT. PAID:\$426.00

IN WITNESS WHEREOF, the Corporation has caused these Articles ofAmendment to be executed in its name and on its behalfby its President and attested to by its Secretary on this 26th day of April, 2019.

ATTEST: By; feraig'^sSr Secretary

UMHPROPERT INC.

By: Samuel A. Lai^

President /

[Signature Page to Articles of Amendment]

CORPORATE CHARTER	APPROVAL SHEET
EXPEDITED SERVICE 13 DOCUMENT CODE llo BUSINESS CODE # Nonstock Close ^ ____ Stock	KEEP WITH DOCUMENT
____ Religious P.A.
Merging /Converting Surviving/Resulting	ID n D07439896 fiCK tt 1000362011991371 PAGES: 0003 UMH PROPERTIES, INC. 04/26/2019 AT 04:36 P MO tt 0004950182
	New Name
Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: NP Fund: Other: TOTAL FEES: \a Credit Card Cash Check Documents on Checks Approved By: Keyed Bv: COMMENT(S): 2-n ^ :.	Change ofName Change ofPrincipal Office Change ofResident Agent Change ofResident Agent Address Resignation ofResident Agent Designation ofResident Agent and Resident Agent's Address Change ofBusiness Code Adoption ofAssumed Name Other Changefs) Code Attention: Mail: Names and Address ^ VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142 V y
ii ii y . \ 'll ' >	Stamp Work Order and Customer Number HERE CUST 10:0003733605 NORK ORDER:0004950182 DATE:04-26-2019 04:35 PM AMT. PAID:\$426.00

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

6.75% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department ofAssessments and Taxation that:

FIRST: Under a power contained in Section 3(a) ofArticle V ofthe charter ofthe Corporation (the "Charter"), the Board ofDirectors ofthe Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 4,000,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), ofthe Corporation as additional shares of 6.75% Series C Cumulative Redeemable Preferred Stock ofthe Corporation (the "Series C Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions ofredemption ofthe Series C Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number ofshares of Series C Preferred Stock that the Corporation has authority to issue is 9,750,000.

SECOND: The additional shares of Series C Preferred Stock have been classified and designated by the Board ofDirectors under the authority contained in the Charter.

THIRD: The undersigned President ofthe Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act ofthe Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best ofhis , knowledge, information and beliefthat these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder ofpage intentionally left blank. Signature page follows.]

CUST 10:0003733605 WORK ORDER:0004950182 DATE:04-26-2019 04:35 PM fiflT. PAID:\$426.00

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalfby its President and attested to by its Secretary on this 26th day of April, 2019,

ATTEST: UMH PROPERTIES

CTaig Ko^er Secretary

By: Samuel A, Landy President

EXPEDITED **	CORPORATE CHARTER SERVICE **	APPROVAL SHEET KEEP WITH DOCUMENT
DOCUMENT CODE	BUSINESS CODE	- - ( , , - - - . j ■
		0003620 2395697
Close Stock PA.	Nonstock
Religious
Merging /Converting		Affix Text Label Here
		ID B D07439896 flCK B 1000362012395697 PAGES; 0003 UMH PROPERTIES, INC
Survivmg/Resultmg,		10/21/2019 AT 12-52 P WO B 0004993468
		New Name
Base Pee Org &Cap Fee Expedite Fee: Penalty, State Recordation Tax: State Transfer Tax V Certified Copies Copy Fee. Cerpficates Certificate of Status Fee: Personal Property Filings NP Fund: Other. Credit Card Check Checks Documents on Approved By Keyed By:__ COMMENT(S):	FEES REMITTED TOTAL FEES. / Cash	Change ofName Change ofPrincipal Office Change ofResident Agent Change ofResident Agent Address Resignation ofResident Agent Designation ofResident Agent and Resident Agent's Address Change ofBusiness Code Adoption ofAssumed Name Other Change(s) Code Attention: Mail- Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
',5'.•-7 ' S,		Stamp Work Order and Customer Number HERE CUST ID.0003776891 WORK ORDER 0004993468 date 10-21-2019 12-52 PM paid \$425 00 amt

UMH PROPERTIES, INC.

ARTICLES OF AMENDMENT

Section ¹ ofArticle V ofthe charter of UMH Properties, Inc., a Maryland corporation (the "Company"), is hereby amended to increase the total number ofshares ofcapital stock of all classes that the Company has authority to issue to 150,413,800 shares, the number ofshares of common stock that the Company is authorized to issue to 131,363,800 shares, and the aggregate par value of all authorized shares ofstock having par value to \$ 15,041,380.

• 1. The foregoing amendment has been approved by resolution ofthe Board ofDirectors of the Company
• 1. The foregoing amendment is limited to a change expressly authorized by Section 2- 105(a)(13) ofthe Maryland General Corporation Law (the "MGCL") and the charter of the Company, and may be approved without action by the stockholders. The information required by Section 2-607(b)(2)(i) ofthe MGCL is not changed by the foregoing amendment
• 1. The total number ofshares ofstock that the Company had authority to issue immediately before the foregoing amendment was 142,413,800, classified as 123,363,800 shares of common stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0 10 per share, 9,750,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 2,300,000 shares of 6.375% Series D Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share. The aggregate par value of all authorized shares ofstock having par value was \$14,241,380.
• 1. The total number ofshares ofstock that the Company has authority to issue after the foregoing amendment is 150,413,800, classified as 131,363,800 shares ofcommon stock, par value \$0.10 per share, 4,000,000 shares of 8.0% Series B Preferred Stock, par value \$0.10 per share, 9,750,000 shares of 6.75% Series C Preferred Stock, par value \$0.10 per share, 2,300,000 shares of 6.375% Series D Preferred Stock, par value \$0.10 per share, and 3,000,000 shares of excess stock, par value \$0 10 per share The aggregate par value of all authorized shares ofstock having par value is \$15,041,380

The undersigned President ofthe Corporation acknowledges these Articles of Amendment to be the corporate act ofthe Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury

CUST 10:0003776891 WORK ORDER:0004993468 DfiTE 10-21-2019 12-52 PM AMT. PAID-\$425.00

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary on this 21st day of October, 2019

ATTEST igTCoster Secretary UMH PROPERTIES, INC Samuel A. President idy

[Signature Page to Articles ofAmendment]

CORPORATE CHARTER EXPEDITED SERVICE	i APPROVAL SHEL KEEP WITH DOCUMENT
:UMENT CODE BUSINESS CODE Stock Nonstock 56 Religious	1000362012395739
rging /Converting	Affix Text Label Here ID tt D07439896 9CK H 1000362012395739 PftGES. 0003 UMH PROPERTIES, INC.
rviving/Resulting,	10/21/2019 AT 12-53 P WO B 0004993468 New Name
FEES REMITTED VSb Base Fee' Org &Cap Fee Expedite Fee: Penalty: State Recordation Tax. State Transfer Tax. A Certified Copies Copy Fee: Certificates Certificate of Status Fee Personal Property Filings NP Fund: Other: TOTAL FEES Check Cash Credit Card Checks Documents on approved By Ceyed By*__ :OMMENT(S):	Change ofName Change ofPrincipal Office Change ofResident Agent Change ofResident Agent Address Resignation ofResident Agent . Designation ofResident Agent and Resident Agent's Address . Change ofBusiness Code . Adoption ofAssumed Name Other Change(s) Code Attention: Mail' Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
If) ^ \ lX	stamp Work Order and Customer Number HERE CUST ID*0003776891 WORK ORDER 0004993468 DATE-10-21-2019 12-54 PM PAID-\$425.00 amt

UMH PROPERTIES. INC.

ARTICLES SUPPLEMENTARY

6.75% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK 6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, (i) reclassified 4,000,000 authorized but unissued shares of common stock, par value \$0 10 per share (the "Common Stock"), of the Corporation as additional shares of 6.75% Series C Cumulative Redeemable Preferred Stock of the Corporation (the "Series C Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions ofredemption ofthe Series C Preferred Stock as set forth in the Charter, and (ii) reclassified 3,700,000 authorized but unissued shares of Common Stock of the Corporation as additional shares of 6.375% Series D Cumulative Redeemable Preferred Stock of the Corporation (the "Series D Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions ofredemption ofthe Series D Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number of shares of Series C Preferred Stock that the Corporation has authority to issue is 13,750,000 and the total number of shares of Series D Preferred Stock that the Corporation has authority to issue is 6,000,000.

SECOND. The additional shares of Series C Preferred Stock and Series D Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. /

[Remainder ofpage intentionally left blank. Signature page follows ]

CUST ID-0003776891 MORK ORDER 0004993488 DATE-10-21-2019 12 52 Pn ftMT PAID \$425 00

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 21st day of October, 2019.

ATTEST: Secretary UMH PROPERTIES, INC. Bv: t'KUi'HK.inilS, IINU.Samuel A. Landy ■'President

Acknowledgement Number: 1000362012797967

STATE OF MARYLAND Department of Assessments and Taxation

I, Michael L. Higgs, Director of the State Department of Assessments and Taxation, hereby certify that the attached document, consisting of 3 pages, inscribed with the same Authentication Code, is a true copy of the public record of the

ARTICLES OF AMENDMENT-CORPORATION

for UMH PROPERTIES, INC.

(Department ID: D07439896 )

I further certify that this document is a true copy generated from the online service with the State Department of Assessments and Taxation.

In witness whereof, I have hereunto subscribed my signature and affixed the seal of the State Department of Assessments and Taxation of Maryland at Baltimore on this June 26, 2020.

11/2/2/20

Michael L. Higgs Director

301 West Preston Street, Baltimore, Maryland 21201 Telephone Baltimore Metro (410) 767-1344 / Outside Baltimore Metro (888) 246-5941 MRS (Maryland Relay Service) (800) 735-2258 TT/Voice

Online Certificate Authentication Code: GUukXOE1d0OiZH4VgAxkeQ To verify the Authentication Code, visit http://dat.maryland.gov/verify

** EXPEDITED SERVICE **	T CORPORATE CHARTER APPROVAL SHEETment Number: 1000362012797967 ** KEEP WITH DOCUMENT **
BUSINESS CODE OB cument code 09 1-07439896 Nonstock Stock Stock ಲ್ಲ
Religious
ging /Converting	Affix Toxt I ahal Hara
	ID # D07439896 ACK # 1000362012797967 PAGES: 0003 UMH PROPERTIES, INC.
viving/Resulting -------------------------------------------------------------------------------------------------------------------------------------------------------------	05/14/2020 AT 12:32 P WO # 0005036072
	New Name CONMADDE
Base Fee: Org. & Cap. Fee: Expedite Fee: Penalty: State Recordation Tax: State Transfer Tax: Certified Copies Copy Fee: Certificates Certificate of Status Fee: Personal Property Filings: NP Fund: Other: TOTAL FEES: :dit Card Cash Documents on Checks proved By: _________________________ yed By: ___ MMENT(S): ol 00 Am	CELLISES FEES REMITTED 0 Change of Name Change of Principal Office 0 Change of Resident Agent Change of Resident Agent Address Resignation of Resident Agent Designation of Resident Agent and Resident Agent's Address 23 Change of Business Code Adoption of Assumed Name Other Change(s) 233 Code Attention: Mail: Names and Address VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142
	Stamp Work Order and Customer Number HERE
	CUST ID:0003819495 WORK ORDER: 0005036072 DATE:05-14-2020 03:23 PM AMT. PAID:\$233.00

RECEIVED OEPARTHEHTOF ASSESSMENTS &TAXAII0N

^ lie MM ¹¹¹ Am 32^

rnmimmmmjms.

AMncLis OFMmmwmm

UMH Properties, Inc., a Maiyland corporation (the ^'Company''), hereby citifies to the State Depaitmeel ofAssessments and TaKalion ofMeiyland that:

FIRST: Section ¹ of Article V of the charter of the Company (the "'Chaitef^ is hefeby amende as ofthe Effective Time (as delink below), to increase the total iwimbar ofshares of capital stock of all clcisses that the Company has anthonty to issue to 170,413,800 shar^, tiie number of shares of common stock that the Company is authorized to issue to 143,663,800 shares, and the aggregate par value of all authorized shares of stock having par value to \$17,041,380,

SECOND: The total number ofshares ofstock that the Company had authority to issue immediately before tiie foregoing amendment was 150,413,800, classified as 123,663,800 shares of common stock, par value \$0JO per share, 4,000,000 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, par value \$0JO per share, 13,750,000 shares of6.75% Series C Cumulative Redeemable Preferred Stock, par value \$0.10 per share, 6,000,000 shares of6.375% Series D Cumulative Redeemable Preferred Stock, par value \$0.10 per share, and 3,000,000 shares ofexcess stock, par value \$0JO per share. The aggregate par value ofail authorized shares ofstock having per value was \$15,041,380.

THIRD: The total number ofshares ofstock that the Company has authority to issue after the foregoing amendment is 170,413,800, classified as 143,663,800 shares ofcommon stock, par value \$0.10 per share, 4,000,000 shares of8.0% Series B Preferred Stock, par value \$0.10 per share, 13,750,000 shares of 6.75% Series C Preferred Stock, par value \$0.10 per share, 6,000,000 shares of6375% Series D Preferred Stock, par value \$0.10 per share, and 3,000,000 shares ofexcess stock, par value \$0.10 per share. The aggregate par ^ue ofall authorized shares ofstock having par value is \$17,041,380.

FOURTH: The mformation required by Section 2-607(bX2Xi) ofthe Maryland Genera! Corporation Law (the **MGCL") is not changed by the foregoing amendmmt ofthe Charter.

FIFTH: The foregoing amendment to the Charter was a^roved by a majority ofthe entire Board ofDirectors ofthe Corporation as required by law and was limited to a change expressly authorized to be made without any action by the stockholders ofthe Corporation by the Charter and Section 2-105(aX13) ofthe MGCL.

SIXTH: These Articles ofAmendment are effective at 10:00 a.m.. Eastern time, on May 15,2020 (the "Effective Time").

The undersigned President ofthe Corporation acknowledges these Articles of Amendment to be the cor^mte act ofthe Corporation and, as to all matters or facto required to be verified under oath, the undersigned officer acknowledgesthat, to the best ofhis knowledge,

OUST 10:0003819495 gORK ORDER:0005036072 DATE:05-14-2020 03:23 PM amt. PAID:\$233.00

information and belief these matters and facts are true in all materia! respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Aitides ofAmendment to be executed in its name and on its behalfby its President and attested to by its Secretary on this 14th day ofMay, 2020.

ATTEST: UMH PROPERTIES, INC.

ASSESSMENTS AND TAXATION

Larry Hogan, Governor · Boyd K. Rutherford, Lt. Governor · Michael L. Higgs, Jr., Director

Date: 07/15/2020

VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142

	THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
ENT TY NAME	: UMH PROPERTTES, INC.
DE PARTMENT ID	: D07439896
	TYPE OF REQUEST : ARTICLES SUPPLEMENTARY
DATE FILED	: 07-15-2020
TIME FILED	: 01:03 PM
RECORDING FEE	: \$100.00
EXCED THED FEE	: \$445.00
COPY FEE	\$23.00
FILING NUMBER	: 1000362012835254
CUSTOMER ID	: 0003824831
WORK ORDER NUMBER : 0005041408

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter Division Baltimore Metro Area (410) 767-1350 Outside Metro Area (888) 246-5941

301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395 Telephone (410)767-4950 / Toll free in Maryland (888)246-5941 MRS (Maryland Relay Service) (800)735-2258 TT/Voice Wahsite: unery dat maryland gov

001206077 CACCPT

ENTITY TYPE: STOCK:	ORDINARY BUSINESS - STOCK Y .
CLOSE : EFFECTIVE DATE:	U 07-15-2020 PRINCIPAL OFFICE: 351 WEST CAMDEN STREET
RESIDENT AGENT:	BALTIMORE MD 21201-7912 CSC-LAWYERS INCORPORATING SERVICE COMPANY
	7 ST. PAUL STREET SUITE 820 BALTIMORE MD 21202

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のMalaya da Marin Marka Bintan (2014) (2014) - 10:36:40, 10:30) (2018) 19:00) ት ነው። የዚህ ይህ መንግስት እንደ መጨረሻ የሚያወቅ የአማርኛ ምሳሌ ነው። ትርጉሙ ያልተተረጎመ የ

ের মাধ্যমে আটকার বিশ্বকাপ প্রতিষ্ঠান করেন।
আমার সামগ্রী আলীর বিষয়টি বিশ্বকাপ বিশ্বকাপ বিশ্বকাপ বিশ্বকাপের প্রতি

【,】【是】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,】【,

ਕਿ ਉਸ ਦੇ ਵਾਲਿਸ਼ ਦੇ ਵਾਲ ਵਿੱਚ ਸਾਰੇ

です。 2017年

、

1 - 19, 2017, 19:44

יינו ביינוני של המועד בין של היינו את המועד האירופי המועד המועד המועד המו

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ואינייר ביני הייתר הוקט מורים חיים

10 : 314 2014

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ార్యం మరించిన దూర C - California and C

,但是一个 ﺔ ﺍﻟﺘﻲ ﺗﻮﻓﻴﺮ ﺍﻟﻤﺮﻛﺰ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍ Anti Sala

! 《你》 A" C

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ﺍﻟﻤﺴﺎﺣﺔ ﺍﻟﻤﻔﺎﻋﺪﺓ ﺍﻟﻤﻔﺎﺳﺴﺔ ﻓﻲ ﺍﻟﻤﺮﺍﺟﻊ

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference \$25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: Under a power contained in Section 3(a) of Article V of the charter of the Corporation (the "Charter"), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 3,300,000 authorized but unissued shares of common stock, par value \$0.10 per share (the "Common Stock"), of the Corporation as additional shares of 6.375% Series D Cumulative Redeemable Preferred Stock of the Corporation (the "Series D Preferred Stock") with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series D Preferred Stock as set forth in the Charter. After giving effect to the foregoing classification, the total number of Series D Preferred Stock that the Corporation has authority to issue is 9,300,000.

SECOND: The additional shares of Series D Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter.

THIRD: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

	STATE OF MARYLAND
	I hereby certify that this is a true and complete copy of the page document on file in this office. DATED: ( 7 STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
BY ·	This stamp replaces our previous certification system. Effective: 6/95	Custodian

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 15th day of July, 2020.

ATTEST: UMH PROPERTIES, INC. By: ( Byc Craig Koster Samuel A. Landy Secretary President

CUST ID:0003824831 WORK ORDER: 0005041408 DATE:07-15-2020 01:04 PM AMT. PAID:\$568.00

Close Stock Nonstock P.A. Religious ID # D07439896 ACK # 1000362012835254 PAGES: 0003 UMH PROPERTIES, INC. Surviving/Resulting 07/15/2020 AT 01:03 P WO # 0005041408 New Name FEES REMITTED Base Fee: 100 Org. & Cap. Fee: Change of Name Change of Principal Office Expedite Fee: 4-075 Change of Resident Agent Penalty: Change of Resident Agent Address State Recordation Tax: State Transfer Tax: Resignation of Resident Agent Certified Copies Designation of Resident Agent 27 and Resident Agent's Address Copy Fee: Certificates Change of Business Code Certificate of Status Fee: Personal Property Filings: Adoption of Assumed Name NP Fund: Other: Other Change(s) 568 TOTAL FEES: (3 Check Code Cash Documents on Attention: Checks Mail: Names and Address Approved By: VENABLE LLP SUITE 900 750 E PRATT ST BALTIMORE MD 21202-3142 COMMENT(S): CUST ID:0003824831 WORK ORDER : 0005041408 DATE: 07-15-2020 01:04 PM AMT. PAID:\$568.00	16 DOCUMENT CODE # Do2439896	** EXPEDITED SERVICE ** 3 BUSINESS CODE	** KEEP WITH DOCUMENT **
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