Common use of Conversion Rights Clause in Contracts

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a “Change of Control, ,” each holder of Series C D Preferred Stock will have the right (right, unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C D Preferred Stock) , to convert some or all of the Series C D Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C D Preferred Stock to be converted equal to the lesser of: • (1) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C D Preferred Stock dividend payment and prior to the corresponding Series C D Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 (i.e., 2) 5.12295 (the “Share Cap”), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement dated November 13, 2018 (the “preliminary prospectus supplement”). The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C D Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control described above to the holders of Series C D Preferred Stock. The “Common Stock Price” will be be: (i) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock ; or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in on the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization New York Stock Exchange (“NYSE”) 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 the holders of the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇than solely cash.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock you will have the right (unlessunless we elect to redeem your shares of Series A Preferred Stock before the applicable conversion date, on or prior and subject to the Change restrictions on ownership and transfer of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C Preferred Stockstock contained in our charter) to convert some or all of the your Series C A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s our common stock stock, par value $0.01 per share of Series C Preferred Stock to be converted share, equal to the lesser of: • of (A) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a the record date fixed for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 (B) 2.36967 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to certain adjustments and provisions for the receipt of alternative consideration of equivalent value as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to If we have provided a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) redemption notice with respect to some or all of the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption rightSeries A Preferred Stock, holders of any Series C A Preferred Stock that we have called for redemption will not have any right be permitted to convert Series C Preferred Stock in connection with the exercise their Change of Control Conversion Right and in respect of any of their shares of Series C A Preferred Stock selected that have been called for redemption, and any share of Series A Preferred Stock subsequently called for redemption that have has been tendered for conversion will be redeemed on the related applicable date of redemption instead of converted on the Change of Control Conversion Date. The See “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading Description of the Series C A Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating — Conversion Rights” in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇Preliminary Prospectus Supplement.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends up to, but not includingexcluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 0.9406 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. Upon such a conversion, the holders will be limited to a maximum number of shares of the Issuer’s common stock equal to the Share Cap multiplied by the number of shares of Series A Preferred Stock converted. If the Common Stock Price is less than $26.58 (which is approximately 50% of the per-share closing sale price of the Issuer’s common stock reported on the NYSE on June 25, 2021), subject to adjustment, the holders will receive a maximum of 2,821,800 shares of the Issuer’s common stock per share of Series A Preferred Stock, which may result in the holders receiving a value that is less than the liquidation preference of the Series A Preferred Stock. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert Series C the series A Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C A Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C A Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. 22948Q 200 / US22948Q2003 Joint Book-Running Managers: BofA ▇▇▇▇▇ Fargo Securities, LLC BMO Capital Markets Corp. BTIG, LLC Co-Managers: ▇. ▇▇▇▇▇ Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇ LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.Incorporated Compass Point Research & Trading, LLC

Conversion Rights. Upon the occurrence of a Delisting Event or a Change of Control, each holder of Series C D Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Dateapplicable conversion date, the Issuer has provided or provides notice of its election to redeem the Series C D Preferred Stock) to convert some all or all part of the shares of Series C D Preferred Stock held by such holder on the Change of Control Conversion Date applicable conversion date, into a number of shares of the Issuer’s 's common stock per share of Series C D Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued accumulated and unpaid dividends thereon to, but not including, the Change of Control Conversion Date applicable conversion date (unless the Change of Control Conversion Date applicable conversion date is after a record date for a Series C D Preferred Stock declared dividend payment and prior to the corresponding Series C D Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in this sum) by (ii) the Common Stock PriceShare Price (as defined below); and • 1.1390 (i.e.· 3.4843, or the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is (subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stockshare dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to shares of the Issuer’s 's common stock as described in the Issuer's preliminary prospectus supplement). If, on or prior to the The "Common Share Price" for any Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s 's common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of the Issuer’s 's common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reportedcash, the average of the closing bid and ask prices or, if more than one in either case, the average price per share of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported Issuer's common stock on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if . The "Common Share Price" for any Delisting Event will be the average of the closing price per share of the Issuer’s 's common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under 10 consecutive trading days immediately preceding, but not including, the symbol “REXR Pr C”effective date of the Delisting Event. If the application is approved, trading Issuer elects to redeem shares of the Series C D Preferred Stock that would otherwise be converted into the applicable Conversion Consideration (as defined in the Issuer's preliminary prospectus supplement) on the applicable conversion date, such shares of Series D Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date the redemption price for such shares. NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Listing Symbol: UMH PRD CUSIP: 903002 509 ISIN: US9030025095 Joint Book-Running Managers: BofA SecuritiesBMO Capital Markets Corp. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated Co-Managers: ▇. ▇▇▇▇▇ FBR, Inc. ▇.▇. ▇▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at LLC [l] BMO Capital Markets Corp. ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇ & Company, Incorporated as Representatives of the several Underwriters c/o BMO Capital Markets Corp. ▇ ▇▇▇_▇▇ ▇▇▇▇▇▇ ▇▇▇@▇ ▇▇▇▇.▇ ▇▇▇ or ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as counsel to UMH Properties, Inc., a Maryland corporation (the "Company"), in connection with certain matters relating to the sale and issuance by the Company of [l] shares (the "Shares") of its [l]% Series [l] Cumulative Redeemable Preferred Stock (the "Series [l] Preferred Stock") in an underwritten public offering pursuant to that certain Underwriting Agreement dated as of [l] (the "Underwriting Agreement") by and among the Company, BMO Capital Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. LLC at Company, Incorporated, as representatives of the Underwriters listed on Schedule I thereto (the "Underwriters"). We are rendering this opinion to you pursuant to Section 5(d) of the Underwriting Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement on Form S-3 (No. 333-219118), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on June 30, 2017 (including the documents incorporated by reference therein, the "Registration Statement"), (iii) evidence that the Registration Statement was declared effective under the Securities Act by the Commission on July 12, 2017, (iv) the base prospectus dated July 12, 2017 included in the Registration Statement when it became effective (the "Base Prospectus"), (v) the preliminary prospectus supplement dated [l]relating to the sale of the Shares filed with the Commission on [l] (including the documents incorporated by reference therein, the "Preliminary Prospectus"), (vi) the Pricing Term Sheet dated [l] relating to the sale of the Shares filed with the Commission on [l] (the "Free Writing Prospectus" and, together with the Base Prospectus and the Preliminary Prospectus, the "Pricing Disclosure Package"), (vii) the final prospectus supplement dated [l] relating to the sale of the Shares filed with the Commission on [l] (including the documents incorporated by reference therein, the "Final Prospectus," and together with the Base Prospectus, the "Prospectus"), (viii) the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and the Company's Quarterly Report on Form 10-Q for the quarters ended [l],[l] and [l], each as filed under the Securities Exchange Act of 1934, as amended, incorporated by reference or deemed to be incorporated by reference in the Pricing Disclosure Package and the Prospectus, and (ix) the Company's Articles of Incorporation, including the Articles Supplementary setting forth the terms of the Series [l] Preferred Stock, as filed with the MDAT on [l]. We also have examined a copy of a specimen certificate representing the Series [l] Preferred Stock. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, and such documents, records, agreements, instruments and certificates and other communications from officers and representatives of the Company and others, and have made such examinations of law, as we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to the opinions expressed below, we have relied upon (i) the representations and warranties of the Company contained in the Agreements or made pursuant thereto or in connection with the closing thereunder and (ii) statements by and certificates of officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any opinion herein concerning the laws of the State of Maryland (the Company's state of incorporation) or any law other than the laws of the State of New York and the federal laws of the United States of America. For purposes of this opinion, we have assumed that the Underwriting Agreement is a valid and binding obligation of the parties thereto (other than the Company) and is enforceable against each of the parties thereto (other than the Company) in accordance with its terms. When reference is made in this opinion to "our knowledge" or to what is "known to us," it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to matters involving the Company since January 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇., 2014. Based upon and subject to the foregoing, we are of the opinion that:

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 · 7.8691 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplementprospectus. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplementprospectus. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert Series C A Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C A Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C A Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.85254J 201/ US85254J2015

Conversion Rights. (a) Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will shall have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer Corporation has provided or provides irrevocable notice of its election to redeem the Series C A Preferred StockStock as described in Section 6 above, in which case such holder will only have the right with respect to the shares of Series A Preferred Stock not called for redemption (unless the Corporation defaults in the payment of the redemption price and accumulated and unpaid dividends in which case such holder will again have a conversion right with respect to the shares of Series A Preferred Stock subject to such default in payment)) to convert some or all of the Series C A Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Class A Stock or Class C Stock (whichever class is elected by the Issuer’s common stock holder of Series A Preferred Stock) per share of Series C A Preferred Stock to be converted (the “Class A Stock Conversion Consideration” and the “Class C Stock Conversion Consideration,” as applicable), which is equal to the lesser of: • : (i) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued accumulated and unpaid dividend will be included in this sum) by (ii) the Common Class A Stock Price or Class C Stock Price; and • 1.1390 , as applicable (i.e.such quotient, the “Conversion Rate”); and (ii) the product of 2.4679 multiplied by the Adjustment Amount (the “Class A Share Cap)”) in the case of shares of Class A Stock and 2.4679 (the “Class C Share Cap”) in the case of shares of Class C Stock, in each case subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as adjustments described in the preliminary prospectus supplementbelow. The Share Cap is subject to pro rata adjustments for any A share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right shall entitle its holder to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per such share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately precedinginto either, but not includingboth, the effective date of the Change Class A Stock or Class C Stock. If a holder of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C A Preferred Stock makes no election on the NYSE under the symbol “REXR Pr C”. If the application is approvedwhether to receive Class A Stock or Class C Stock, trading of the Series C Preferred such holder shall receive Class A Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) upon conversion in accordance with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇paragraph.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C B Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C B Preferred Stock) to convert some or all of the Series C B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C B Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C B Preferred Stock dividend payment and prior to the corresponding Series C B Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 · 2.3397 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C B Preferred Stock will not have any right to convert Series C B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C B Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C B Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C B Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 85254J 300 / US85254J3005 Listing: The Issuer intends to apply to list the Series C B Preferred Stock on the NYSE under the symbol “REXR STAG Pr CB”. If the application is approved, trading of the Series C B Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C B Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion DateDate (as such term is defined in “Description of the Series A Preferred Stock” in the Issuer’s preliminary prospectus supplement relating to the offering of the Series A Preferred Stock), the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • ● the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a share of Series C A Preferred Stock dividend distribution payment and prior to the corresponding Series C A Preferred Stock dividend distribution payment date, in which case no additional amount for such accrued and unpaid dividend distribution will be included in this sum) by (ii) the Common Stock Price; , and • 1.1390 ● 9.3110 (i.e., the “Share Cap”), subject to certain adjustments; , subject, in each case, to provisions for the receipt of alternative consideration upon conversion as described in “Description of the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of Series A Preferred Stock” in the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect preliminary prospectus supplement relating to the Issuer’s common stock as described in offering of the preliminary prospectus supplementSeries A Preferred Stock. If, on or If prior to the Change of Control Conversion Date, the Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert the Series C A Preferred Stock in connection with the Change change of Control Conversion Right control conversion right and any shares of Series C A Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be convertedISIN: US76120W4015 CUSIP: 76120W 401 Resource Capital Corp. MD, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets GroupNY RCC Real Estate, Inc. or similar organization for the ten consecutive trading days immediately precedingDE, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA SecuritiesNY RCC Commercial, Inc. ▇▇DE, NY RCC Commercial II, Inc. DE Resource TRS, Inc. DE, NY Resource TRS II, Inc. DE, NY, PA Resource TRS III, Inc. DE Resource TRS, LLC DE Resource Capital Asset Management LLC DE Apidos Cinco CDO, Ltd. Cayman Islands Apidos CDO I, Ltd. Cayman Islands Apidos CDO III, Ltd. Cayman Islands Apidos CLO VIII, Ltd. Cayman Islands Resource Real Estate Funding 2006–1 CDO Investor, LLC DE Resource Real Estate Funding 2007–1 CDO Investor, LLC DE Resource Real Estate CDO 2006–1, Ltd. Cayman Islands Resource Real Estate CDO 2007–1, Ltd. Cayman Islands Resource Real Estate Funding CDO 2006–1, LLC DE Resource Real Estate Funding CDO 2007 – 1, LLC DE The undersigned, D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , Chief Financial Officer of Resource Capital Corporation, a Maryland corporation (the “Company”), in his capacity as an officer of the Company and not individually, does hereby deliver this certificate pursuant to Section 7(i) of the Underwriting Agreement, dated June 7, 2012, by and among the Company, Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), and MLV & Co. LLC The Issuer has filed a registration statement LLC, as Representative of the several underwriters named in Schedule I thereto (including a prospectus and a preliminary prospectus supplement) collectively, the “Underwriters”). In connection with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternativelyforegoing, the Issuerundersigned hereby certifies, any underwriter or any dealer participating in without personal liability, as of the offering will arrange to send you the prospectus if you request it by contacting: BofA Securitiesdate hereof, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.that:

Conversion Rights. Upon the occurrence of a Change of Control/Delisting, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Control/Delisting Conversion Date, the Issuer has we have provided or provides provide notice of its our election to redeem all of the Series C A Preferred Stock) to convert some or all of the such holder’s shares of Series C A Preferred Stock held by such holder (the “Change of Control/Delisting Conversion Right”) on the Change of Control Control/Delisting Conversion Date into a number of shares of the Issuer’s our common stock per share of Series C A Preferred Stock to be converted converted, which is equal to the lesser of: • · the quotient obtained by dividing (i) the sum of (x) the liquidation preference amount of $25.00 liquidation preference per share of Series A Preferred Stock, plus (y) the amount of any accrued and but unpaid dividends (whether or not authorized or declared) to, but not including, the Change of Control Control/Delisting Conversion Date (unless the Change of Control Control/ Delisting Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and but unpaid dividend will be included in this sum) by (ii) the Common Stock PricePrice (as defined in the preliminary prospectus); and • 1.1390 · 13.2626 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplementthis prospectus. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s our common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s our common stock as described in the preliminary prospectus supplementprospectus. IfThe aggregate number of shares of our common stock (or equivalent Alternative Form Consideration (as defined in the preliminary prospectus), on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock as applicable) issuable in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date exercise of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading Delisting Conversion Right and in respect of the Series C A Preferred Stock will not exceed 31,830,239 shares of common stock (or equivalent Alternative Form Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the NYSE is expected same basis as the corresponding adjustment to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇Share Cap.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon Except to the occurrence extent that the Issuer has elected to exercise its optional redemption right or its special optional redemption right by providing notice of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, on or redemption prior to the Change of Control Conversion Date, upon the Issuer has provided or provides notice occurrence of its election to redeem a Change of Control, the holders of the Series C Preferred Stock) Stock will have the right to convert some or all of the their Series C Preferred Stock held by such holder on (the “Change of Control Conversion Date Right”) into a number of shares of the Issuer’s shares of common stock stock, $0.01 par value per share, per share of their Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C B Preferred Stock Share dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 8.50340 (i.e., the “Share Cap”), subject to certain adjustments; subject, in each case, to adjustments and provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, If the Issuer has provided or provides a redemption notice, whether pursuant notice with respect to its special optional redemption right in connection with a Change some or all of Control or its optional redemption rightthe Series C Preferred Stock, holders of any Series C Preferred Stock that the Issuer has called for redemption will not have any right be permitted to convert Series C Preferred Stock in connection with the exercise their Change of Control Conversion Right and in respect of any of their shares of Series C Preferred Stock selected that have been called for redemption, and any Series C Preferred Stock subsequently called for redemption that have has been tendered for conversion will be redeemed on the related applicable date of redemption instead of converted on the Change of Control Conversion Date. A “Change of Control” will be deemed to have occurred at such time after the original issuance of the Series C Preferred Stock when the following have occurred and are continuing: • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, 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 the Issuer entitling that person to exercise more than 50% of the total voting power of all shares of the Issuer entitled to vote generally in elections 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 • following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ. The “Common Stock Price” will be: (i) the amount of cash consideration per share of the Issuer’s common stock, if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is solely cash; or (ii) the average of the closing prices per share of the Issuer’s common stock on NASDAQ 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 the holders of shares of the Issuer’s common stock is other than solely cash. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock Shares will have the right (right, unless, on or prior to the Change of Control Conversion DateDate (as defined below), the Issuer has we have timely provided or provides notice of its election exercise of our redemption rights with respect to redeem the Series C A Preferred Stock) Shares (whether pursuant to our optional redemption right or our special optional redemption right), to convert some or all of the Series C A Preferred Stock Shares held by such holder on the Change of Control Conversion ControlConversion Date into a number of shares of the Issuer’s our common stock stock, per share of Series C A Preferred Stock Share to be converted converted, equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per Series A Preferred Share to be converted plus the amount of any accrued accumulated and unpaid dividends distributions thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend Share distribution payment and prior to the corresponding Series C A Preferred Stock dividend Share distribution payment date, in which case no additional amount for such accrued accumulated and unpaid dividend distribution will be included in this sum) by (ii) the Common Stock PricePrice (as defined below); and • 1.1390 1.1925 (i.e., the “Share Cap”), subject to certain adjustments; , subject, in each case, to an aggregate cap on the total number of shares of our common stock issuable upon exercise of the change of control conversion right and to provisions for the receipt of alternative consideration as described under “Description of the Series A Preferred Shares—Conversion Rights” in the preliminary prospectus supplementPreliminary Prospectus Supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has If we have timely provided a redemption notice, notice (whether pursuant to its our optional redemption right or our special optional redemption right right) in connection with a Change of Control or its optional redemption rightControl, holders of Series C A Preferred Stock Shares will not have any right to convert the Series C A Preferred Stock Shares in connection with the Change of Control Conversion Right ControlConversion Right, and any shares of Series C A Preferred Stock Shares subsequently selected for redemption that have been tendered for conversion will be redeemed on the related redemption date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is will be the date the Series C A Preferred Stock is Shares are to be converted, which will be a business day selected by us that is no fewer than 20 days nor more than 35 days after the date on which we provide the Issuer provides the required notice of the occurrence of a Change of Control described above to the holders of Series C A Preferred StockShares. The “Common Stock Price” will be be: (i1) the amount of cash consideration per share of our common stock, if the consideration to be received in the Change of Control by the holders of the Issuer’s shares of our common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or ; and (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x2) the average of the closing sale prices per share of the Issuer’s our common stock (or, if no closing sale price is reportedon the NYSE, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask pricesNYSE MKT orNASDAQ (or any successor thereto) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s consideration to be received in the Change of Control by the holders of shares of our common stock is not then listed for trading on a U.S. securities exchangeother than solely cash. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock last reported sale price of our common stock on the NYSE under the symbol “REXR Pr C”. If the application is approvedon November 5, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇2012 was $41.93 per share.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control/Delisting, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Control/Delisting Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder on the Change of Control Control/Delisting Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of (x) the liquidation preference amount of $25.00 liquidation preference per share of Series A Preferred Stock, plus (y) the amount of any accrued and but unpaid dividends (whether or not declared) to, but not including, the Change of Control Control/Delisting Conversion Date (unless the Change of Control Control/ Delisting Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and but unpaid dividend will be included in this sum) by (ii) the Common Stock PricePrice (as hereinafter defined); and • 1.1390 · [•] (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplementprospectus. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplementprospectus. If, on or prior to the Change of Control Control/Delisting Conversion Date, the Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control Control/Delisting or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert the Series C A Preferred Stock in connection with the Change of Control Control/Delisting Conversion Right and any shares of Series C A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Control/Delisting Conversion Date. The “Change of Control Control/Delisting Conversion Date” is the date the Series C A Preferred Stock is to be converted, which will be a business day that is no fewer earlier than 20 days nor more later than 35 days after the date on which the Issuer provides delivers the required notice of the occurrence of a Change of Control to the holders of Series C A Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control Control/Delisting by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock stock, or (ii) if the consideration to be received in the Change of Control Control/Delisting by holders of the Issuer’s common stock is other than solely cash cash, (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control Control/Delisting as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) if the common stock is not then listed for trading on a U.S. securities exchange, the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange/Delisting. CUSIP/ISIN: 76169C 40745781V 200/US76169C4078 US45781V2007 Listing: The Issuer intends to apply to list the Series C A Preferred Stock on the NYSE under the symbol “REXR Pr C”. IIPRPrA.” If the application is approved, trading of the Series C A Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C A Preferred Stock. Joint Book-Book Running ManagersManager: BofA Securities, Inc. ▇▇▇▇▇▇ Ladenburg T▇▇▇▇▇▇▇ & Co. LLC Inc. Co-Manager: National Securities Corporation This communication is intended for the sole use of the person to whom it is provided by the sender. The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplementprospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇E▇▇▇▇ on the SEC web site at ▇w▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ calling Ladenburg T▇▇▇▇▇▇▇ & Co. LLC Inc. toll-free at 1-866-718-1649 [•] or emailemailing: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇[•].▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 3.2446 (i.e., the “Share Cap”), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert Series C A Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C A Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C A Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/CUSIP / ISIN: 76169C 407/US76169C4078 88146M 200 / US88146M2008 Listing: The Issuer intends to apply to list the Series C A Preferred Stock on the NYSE under the symbol “REXR Pr C”. TRNOPrA.” If the application is approved, trading of the Series C A Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C A Preferred Stock. Joint Sole Book-Running ManagersManager: BofA Securities, Inc. ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you investCompany, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contactingIncorporated Joint Lead Managers: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ & Co. Incorporated and KeyBanc Capital Markets Inc. Co-Managers: Mitsubishi UFJ Securities (USA), Inc., JMP Securities LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.and PNC Capital Markets LLC Pricing Term Sheet, dated July 12, 2012 filed with the Commission on July 12, 2012

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some or all of the Series C A Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends up to, but not includingexcluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C A Preferred Stock dividend payment and prior to the corresponding Series C A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 · 3.38066 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. Upon such a conversion, the holders will be limited to a maximum number of shares of the Issuer’s common stock equal to the Share Cap multiplied by the number of shares of Series A Preferred Stock converted. If the Common Stock Price is less than $7.395 per share (which is approximately 50% of the per-share closing sale price of the Issuer’s common stock reported on the NYSE on November 4, 2025), subject to adjustment, the holders will receive a maximum of 3.38066 shares of the Issuer’s common stock per share of Series A Preferred Stock, which may result in the holders receiving a value that is less than the liquidation preference of the Series A Preferred Stock. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C A Preferred Stock will not have any right to convert the shares of the Series C A Preferred Stock selected for redemption in connection with the Change of Control Conversion Right and any shares of Series C A Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C A Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of shares of Series C A Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. 02083X 202 / US02083X2027 Joint Book-Running Managers: BofA SecuritiesR▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated R▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated Co-Managers: J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA KeyBanc Capital Markets Inc. PNC Capital Markets LLC Regions Securities LLC Synovus Securities Inc. Truist Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.Inc.

Conversion Rights. Upon the occurrence of a Change of ControlControl (as defined above), each holder of Series C Preferred Stock you will have the right (unless, on or prior unless we have elected to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election exercise our special optional redemption right to redeem the your Series C I Preferred Stock) to convert some or all of the your Series C I Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s our Class A common stock stock, par value $0.01 per share of Series C Preferred Stock to be converted share, equal to the lesser of: • of (A) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C I Preferred Stock dividend payment and prior to the corresponding Series C I Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 (B) 3.6075 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to certain adjustments and provisions for the receipt of alternative consideration of equivalent value as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to If we have provided a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) redemption notice with respect to some or all of the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption rightSeries I Preferred Stock, holders of any Series C I Preferred Stock that we have called for redemption will not have any right be permitted to convert Series C Preferred Stock in connection with the exercise their Change of Control Conversion Right and in respect of any of their shares of Series C I Preferred Stock selected that have been called for redemption, and any Series I Preferred Stock subsequently called for redemption that have has been tendered for conversion will be redeemed on the related applicable date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which Any partial redemption will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control selected by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock lot or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇pro rata.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock depositary shares will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer issuer has provided or provides notice of its election to redeem the Series C Preferred Stockdepositary shares) to direct the depositary, on such holder's behalf, to convert some or all of the shares of Series C Preferred Stock E referred stock underlying the depositary shares held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s issuer's common stock per depositary share of Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment on the Series E preferred stock underlying the depositary shares and on or prior to the corresponding Series C Preferred Stock dividend payment datedate on the Series E preferred stock underlying the depositary shares, in which case no additional amount for such accrued and unpaid dividend dividends will be included in this sum) by (ii) the Common Stock PriceShare Price (as defined herein); and • 1.1390 2.3137 (i.e., the Share Cap), subject to certain adjustments; and subject, in each case, to an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control conversion right of 13,882,200 shares (15,964,530 shares if the underwriters exercise their option to purchase additional depositary shares in full) (or equivalent Alternative Conversion Consideration, as applicable), and subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. supplement The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of shares of the Issuer’s issuer's common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s issuer's common stock as described in the preliminary prospectus supplement. If, on or prior to supplement If the Change of Control Conversion Date, the Issuer issuer has provided a redemption notice, whether pursuant to its special optional redemption right rights in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock depositary shares will not have any right to convert Series C Preferred Stock the depositary shares that are the subject of such redemption notice in connection with the Change of Control Conversion Right conversion right and any depositary shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The Date For definitions of “Alternative Conversion Consideration,” “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be and “Common Share Price” and for a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice description of the occurrence adjustments, limitations and provisions for the receipt of a Change of Control Alternative Conversion Consideration that may be applicable to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders conversion right, see “Description of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received Series E Preferred Stock and Depositary Shares-Conversion Rights” in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one preliminary prospectus supplement Except as provided above in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the connection with a Sched. B-5 Change of Control, the depositary shares are not convertible or exchangeable for any other securities or property Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 Net Proceeds (before expenses): $145,275,000 ($167,066,250 if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISINunderwriters exercise their option to purchase additional depositary shares in full) Underwriting Commission: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book$0.7875 Joint-Book Running Managers: BofA ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ IncorporatedJ.▇. ▇▇▇▇▇▇ Securities LLCWells Fargo Securities, Inc. LLC Joint Lead Managers: Co-Managers: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc.RBC Capital Markets, LLCStifel, Nicolaus & Company, Incorporated KeyBanc Capital Markets ▇▇▇.▇▇▇▇▇▇▇▇▇▇ & Co. LLC UFJ Securities (USA), ▇▇▇.▇▇▇ Capital Markets LLCU.S. Bancorp Investments, Inc. Listing/Symbol: NYSE/ “CBLPrE” CUSIP/ISIN: ▇▇▇▇▇▇▇▇▇/US1248308033 The Issuer issuer has filed a registration statement (including a prospectus prospectus) and a preliminary prospectus supplement) supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and statement, the preliminary prospectus supplement and other documents the Issuer issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuerissuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by contacting: BofA Securitiescalling ▇▇▇▇▇▇▇ Lynch, Inc. Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated toll-free at 1-800-294-1322 or email: ▇1322, ▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or . ▇▇▇▇▇▇ Securities LLC collect at ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇ & Co. Fargo Securities, LLC toll-free at 1▇-866▇▇▇-718▇▇▇-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.. Sched. B-6

Conversion Rights. Upon the occurrence of a Delisting Event or a Change of Control, each holder of Series C Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Dateapplicable conversion date, the Issuer has provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some all or all part of the shares of Series C Preferred Stock held by such holder on the Change of Control Conversion Date applicable conversion date, into a number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • ● the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued accumulated and unpaid dividends thereon to, but not including, the Change of Control Conversion Date applicable conversion date (unless the Change of Control Conversion Date applicable conversion date is after a record date for a Series C Preferred Stock declared dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in this sum) by (ii) the Common Stock PriceShare Price (as defined below); and • 1.1390 (i.e.● 3.0230, or the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is (subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stockshare dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to shares of the Issuer’s common stock as described in the Issuer’s preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock). The “Common Stock Share Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of the Issuer’s common stock is other than solely cash (x) cash, the average of the closing sale prices price per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if . The “Common Share Price” for any Delisting Event will be the average of the closing price per share of the Issuer’s common stock is on the 10 consecutive trading days immediately preceding, but not then listed for trading on a U.S. securities exchangeincluding, the effective date of the Delisting Event. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The If the Issuer intends elects to apply to list the redeem shares of Series C Preferred Stock that would otherwise be converted into the applicable Conversion Consideration (as defined in the Issuer’s preliminary prospectus supplement) on the NYSE under the symbol “REXR Pr C”. If the application is approvedapplicable conversion date, trading such shares of the Series C Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date the redemption price for such shares. NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Listing Symbol: UMH PRC CUSIP: 903002 400 ISIN: US9030024007 Joint Book-Running Managers: BofA SecuritiesBMO Capital Markets Corp. ▇.▇. ▇▇▇▇▇▇ Securities LLC Co-Managers: ▇. ▇▇▇▇▇ FBR, Inc. ▇.▇. ▇▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇ LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and statement, the related preliminary prospectus supplement and the other documents the Issuer issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC SEC’s web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by contacting: BofA Securities, Inc. tollBMO Capital Markets Corp. at ▇-free at 1-800-294-1322 or email: ▇▇▇-▇▇▇-▇▇▇▇; or ▇.▇. ▇▇▇▇▇▇ Securities LLC collect at ▇-▇▇▇-▇▇▇-▇▇▇▇. April 29, 2019 BMO Capital Markets Corp. ▇.▇. ▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇Securities LLC as Representatives of the several Underwriters c/o BMO Capital Markets Corp. 3 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & Co. LLC at 1-866-718-1649 or email▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as counsel to UMH Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters relating to the sale and issuance by the Company of 4,000,000 shares (the “Shares”) of its 6.75% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) in an underwritten public offering pursuant to that certain Underwriting Agreement dated as of April 24, 2019 (the “Underwriting Agreement”) by and among the Company, BMO Capital Markets Corp. and ▇.▇. ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇ Securities LLC, as representatives of the Underwriters listed on Schedule I thereto (the “Underwriters”). We are rendering this opinion to you pursuant to Section 5(d) of the Underwriting Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement on Form S-3 (No. 333-219118), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on June 30, 2017 (including the documents incorporated by reference therein, the “Registration Statement”), (iii) evidence that the Registration Statement was declared effective under the Securities Act by the Commission on July 12, 2017, (iv) the base prospectus dated July 12, 2017 included in the Registration Statement when it became effective (the “Base Prospectus”), (v) the preliminary prospectus supplement dated April 24, 2019 relating to the sale of the Shares filed with the Commission on April 24, 2019 (including the documents incorporated by reference therein, the “Preliminary Prospectus”), (vi) the Pricing Term Sheet dated April 24, 2019 relating to the sale of the Shares filed with the Commission on April 25, 2019 (the “Free Writing Prospectus” and, together with the Base Prospectus and the Preliminary Prospectus, the “Pricing Disclosure Package”), (vii) the final prospectus supplement dated April 25, 2019 relating to the sale of the Shares filed with the Commission on April 25, 2019 (including the documents incorporated by reference therein, the “Final Prospectus,” and together with the Base Prospectus, the “Prospectus”), (viii) the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed under the Securities Exchange Act of 1934, as amended, incorporated by reference or deemed to be incorporated by reference in the Pricing Disclosure Package and the Prospectus, and (ix) the Company’s Articles of Incorporation, including the Articles of Amendment filed with the Maryland State Department of Assessments and Taxation (the “MDAT”) on April 26, 2019 (the “Articles of Amendment”) and the Articles Supplementary relating to the Series C Preferred Stock, as filed with the MDAT on April 26, 2019 (the “Articles Supplementary”). We also have examined a copy of a specimen certificate representing the Series C Preferred Stock. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, and such documents, records, agreements, instruments and certificates and other communications from officers and representatives of the Company and others, and have made such examinations of law, as we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to the opinions expressed below, we have relied upon (i) the representations and warranties of the Company contained in the Underwriting Agreement or made pursuant thereto or in connection with the closing thereunder and (ii) statements by and certificates of officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any opinion herein concerning the laws of the State of Maryland (the Company’s state of incorporation) or any law other than the laws of the State of New York and the federal laws of the United States of America. For purposes of this opinion, we have assumed that the Underwriting Agreement is a valid and binding obligation of the parties thereto (other than the Company) and is enforceable against each of the parties thereto (other than the Company) in accordance with its terms. When reference is made in this opinion to “our knowledge” or to what is “known to us,” it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to matters involving the Company since January 1, 2016. Based upon and subject to the foregoing, we are of the opinion that:

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 · 2.59336 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 40785254J 409/US76169C4078 US85254J4094 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR STAG Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Delisting Event or a Change of Control, each holder of Series C A Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Dateapplicable conversion date, the Issuer has provided or provides notice of its election to redeem the Series C A Preferred Stock) to convert some all or all part of the shares of Series C A Preferred Stock held by such holder on the Change of Control Conversion Date applicable conversion date, into a number of shares of the Issuer’s common stock per share of Series C A Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing of (i) the sum of the $25.00 liquidation preference per share plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date applicable conversion date (unless the Change of Control Conversion Date applicable conversion date is after a dividend record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such the accrued and unpaid dividend will be included in this sum) ), divided by (ii) the Common Stock PricePrice (as defined below); and • 1.1390 (i.e.· 2.3010, or the Share Cap), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is (subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stockshare dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to shares of the Issuer’s common stock as described in the Issuer’s preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock). The “Common Stock Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of the Issuer’s common stock is other than solely cash (x) cash, the average of the closing sale prices price per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if . The “Common Stock Price” for any Delisting Event will be the average of the closing price per share of the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under 10 consecutive trading days immediately preceding, but not including, the symbol “REXR Pr C”effective date of the Delisting Event. If the application is approvedIssuer elects, trading prior to the conversion date, to redeem shares of the Series C A Preferred Stock that would otherwise be converted on the NYSE is expected to commence within 30 days after the date applicable conversion date, such shares of initial delivery of the Series C A Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement Stock will not be so converted and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ holders of such shares will be entitled to receive on the SEC web site at ▇▇▇applicable redemption date the redemption price for such shares.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Conversion Rights. Upon the occurrence of a Change of Control, each holder of Series C E Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has we have provided or provides notice of its our election to redeem some or all of the shares of Series C E Preferred StockStock held by such holder as described above under “—Redemption,” in which case such holder will have the right only with respect to shares of Series E Preferred Stock that are not called for redemption) to convert some or all of the shares of the Series C E Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of the Issuer’s our common stock per share of Series C E Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series E Preferred Stock, plus the amount of any accrued accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not includingexcluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment datedate for the Series E Preferred Stock, in which case no additional amount for such accrued accumulated and unpaid dividends to be paid on such dividend payment date will be included in this sum) by (ii) the Common Stock Price, as defined below (such quotient, the “Conversion Rate”); and • 1.1390 (i.e.8.27815, or the “Share Cap), ,” subject to certain adjustments; subjectadjustments as described below. Notwithstanding anything in the Series E Articles Supplementary to the contrary and except as otherwise required by law, the persons who are the holders of record of shares of Series E Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable on the corresponding dividend payment date notwithstanding the conversion of those shares after such dividend record date and on or prior to such dividend payment date and, in each such case, the full amount of such dividend will be paid on such dividend payment date to provisions the persons who were the holders of record at the close of business on such dividend record date. Except as provided above, we will make no allowance for unpaid dividends that are not in arrears on the receipt shares of alternative consideration as described in the preliminary prospectus supplementSeries E Preferred Stock to be converted. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s our common stock to existing holders of our common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s our common stock as described in follows: the preliminary prospectus supplement. If, on or prior adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the Change of Control Conversion Date, the Issuer has provided a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control product obtained by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.multiplying

Conversion Rights. Upon Except to the occurrence extent that the Issuer has elected to exercise its optional redemption right or its special optional redemption right by providing notice of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, on or redemption prior to the Change of Control Conversion Date, upon the Issuer has provided or provides notice occurrence of its election to redeem a Change of Control, the holders of the Series C F Preferred Stock) Stock will have the right to convert some or all of the their Series C F Preferred Stock held by such holder on (the “Change of Control Conversion Date Right”) into a number of shares of the Issuer’s shares of common stock stock, $0.01 par value per share, per share of their Series C F Preferred Stock to be converted equal to the lesser of: • · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C F Preferred Stock dividend payment and prior to the corresponding Series C F Preferred Stock Share dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and • 1.1390 · 5.8275 (i.e., the Share Cap), subject to certain adjustments; subject, in each case, to adjustments and provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. If, on or prior to the Change of Control Conversion Date, If the Issuer has provided or provides a redemption notice, whether pursuant notice with respect to its special optional redemption right in connection with a Change some or all of Control or its optional redemption rightthe Series F Preferred Stock, holders of any Series C F Preferred Stock that the Issuer has called for redemption will not have any right be permitted to convert Series C Preferred Stock in connection with the exercise their Change of Control Conversion Right and in respect of any of their shares of Series C F Preferred Stock selected that have been called for redemption, and any Series F Preferred Stock subsequently called for redemption that have has been tendered for conversion will be redeemed on the related applicable date of redemption instead of converted on the Change of Control Conversion Date. A “Change of Control” will be deemed to have occurred at such time after the original issuance of the Series F Preferred Stock when the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to 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 the Issuer entitling that person to exercise more than 50% of the total voting power of all shares of the Issuer entitled to vote generally in elections 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 · following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq. The “Common Stock Price” will be: (i) the amount of cash consideration per share of the Issuer’s common stock, if the consideration to be received in the Change of Control by the holders of shares of the Issuer’s common stock is solely cash; and (ii) the average of the closing prices for shares of the Issuer’s common stock on the NYSE 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 the holders of shares of the Issuer’s common stock is other than solely cash. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange. CUSIP/ISIN: 76169C 407/US76169C4078 Listing: The Issuer intends to apply to list the Series C Preferred Stock on the NYSE under the symbol “REXR Pr C”. If the application is approved, trading of the Series C Preferred Stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the Series C Preferred Stock. Joint Book-Running Managers: BofA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or email: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC at 1-866-718-1649 or email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.