UDR, INC. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTTerms Agreement • September 15th, 2009 • UDR, Inc. • Real estate investment trusts • New York
UDR, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BA/ML”) or Morgan Stanley & Co. Incorporated (“Morgan Stanley”), as sales agent and/or principal (each an “Agent”, and together the “Agents”), severally and not jointly, of up to 15,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to an Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
