UDR : Amended and Restated Insider Trading Compliance Program

UDR, INC.

AMENDED AND RESTATED

INSIDER TRADING COMPLIANCE PROGRAM

Adopted February 18, 2021

In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other individuals who gain access to inside information, UDR, Inc. (the "Company") has adopted the policies and procedures described in this Memorandum and the attached Exhibits. These policies and procedures replace the Company's existing Policy on Insider Trading.

I.

Summary of Various Insider Trading Laws.

The Insider Trading and Securities Fraud Enforcement Act of 1988 (the "Insider Trading Act") contains a number of measures designed to curb insider trading. Perhaps most noteworthy, the Act imposes liability on "controlling persons" (including employees, officers and members of the Board of Directors) if the Securities and Exchange Commission ("SEC") can establish that the controlling persons knew or recklessly disregarded that an employee (not just a corporate insider) was likely to engage in insider trading and failed to take action to prevent violations of the Insider Trading Act. Both corporate insiders and controlling persons are subject to civil penalties payable to the SEC for up to three times the profit realized or loss avoided. Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") creates potential liability both for individuals who trade on the basis of material non-public information and for companies who fail to adequately disclose material information. Rules promulgated by the SEC under Section 16 of the Exchange Act impose reporting requirements on corporate insiders (i.e., officers, directors and 10% stockholders) of a public company. Finally, the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provide the SEC with potent weapons to enforce federal securities laws. Under these and other applicable statutory provisions and SEC rules, the SEC may institute administrative proceedings for any violation of the federal securities laws, including insider reporting requirements and financial disclosure and proxy rules, possibly resulting in a "cease-and-desist" order and civil money penalties.

II.

Adoption of Insider Trading Policy.

Because of these securities laws, public companies must play a more active role in implementing corporate policies designed to prevent employees and other insiders from engaging in insider trading. To this end, the Company has adopted an Insider Trading Policy, a copy of which is attached hereto as Exhibit A (the "Insider Trading Policy") and incorporated herein by reference.

The Insider Trading Policy prohibits trading based on material non-public information regarding the Company. The Insider Trading Policy covers officers, directors and all other employees of, or consultants or contractors to, the Company and its subsidiaries and affiliates, as well as family members of such persons, and others, in each case where such persons have ormay have access to material non-public information. In certain instances, the Insider Trading Policy applies to employees who have recently terminated their employment or have had their employment terminated by the Company. The Insider Trading Policy is to be distributed to all new employees upon the commencement of their relationship with the Company, and all new employees must sign an acknowledgement that they received the Insider Trading Policy. The Insider Trading Policy will also be distributed to all employees annually in order to remind them of their obligations under the federal securities laws.

III.

Designation of Certain Persons.

A. Section 16 Individuals. The Company has determined that those persons listed on Exhibit B, a copy of which is attached hereto, are the directors and officers who are subject to the reporting and liability provisions of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder ("Directors and Officers"). Exhibit B will be amended from time to time as appropriate to reflect the election of new officers or directors, any change in function of current officers and the resignation or departure of current officers or directors.

B. Other Persons. The Company has determined that those persons listed on Exhibit C attached hereto, together with the Directors and Officers (collectively, the "Insiders"), should be subject to the preclearance requirement described in Section V.A. below, since the Company believes that, in the normal course of their duties, such persons have, or are likely to have, regular access to material non-public information. Exhibit C may be amended from time to time. Under special circumstances, certain persons not listed on Exhibit C may come to have access to material non-public information for a period of time. During such period(s), such persons should also be subject to the preclearance procedure described in Section V.A. below.

IV.

Appointment of Corporate Compliance Officer.

The Board of Directors, or at the discretion of the Board of Directors, the Governance Committee, shall appoint the Insider Trading Corporate Compliance Officer (the "Corporate Compliance Officer").

V.

Duties of Corporate Compliance Officer.

The duties of the Corporate Compliance Officer with respect to insider trading shall include, but not be limited to, the following:

A. Preclearing all transactions involving the Company's securities by any Insider, as well as any and all persons not listed on Exhibits B and C who are known by the Corporate Compliance Officer to have access to material non-public information, in order to determine compliance with the Insider Trading Policy, all applicable insider trading laws, Section 16 of the Exchange Act and Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act").

B. Distributing the Insider Trading Policy to all new employees upon the commencement of their relationship with the Company and obtaining a signed acknowledgment from each employee that he or she received, understands and agrees to comply with the Insider Trading Policy.

C. Distributing the Insider Trading Policy (and/or a summary thereof) to all employees, including all Insiders, on an annual basis and obtaining a signed acknowledgment from each Insider that he or she received, understands and agrees to comply with the Insider Trading Policy.

D. Coordinating with the designated contact person for notification of the existence of any material non-public information under the Company's Fair Disclosure Policy and notifying the Insiders of any blackout periods.

E. Reminding Directors and Officers of their filing obligations under Section 16 of the Exchange Act (Forms 3, 4 and 5), the Williams Act and Rule 144 of the Act, distributing comprehensive memoranda to such persons from time to time outlining such filing obligations and obtaining certifications and broker instruction/representation forms from all Directors and Officers. Assisting in the preparation and filing of all such reports/filings (the final preparation and filing of all such reports, however, shall be the sole responsibility of each of the Directors and Officers).

F. Serving as the designated recipient at the Company of copies of reports filed with the SEC by the Directors and Officers and arranging for posting of such reports on the Company's website within one business day after each such filing.

G. Mailing periodic reminders to all the Directors and Officers regarding their obligations to report.

H. Performing periodic cross-checks of available materials, which may include Forms 3, 4 and 5, Forms 13D and 13G, Form 144, officer's and director's questionnaires and reports received from the Company's stock administrator and transfer agent, to determine trading activity by Officers, Directors and others who have or may have access to material non-public information.

• I. Assisting the Board of Directors in implementation of the Insider Trading Policy.

• J. Coordinating with the Company's securities counsel regarding compliance activities with respect to Rule 144, Section 16 and insider trading issues.

K. Conducting a periodic review of the Insider Trading Policy with the Company's securities counsel to determine whether any updates or modifications are appropriate or desirable.

L. Waivers.

Reviewing and making determinations with respect to requests for Hardship

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EXHIBIT A

UDR, INC.

INSIDER TRADING POLICY

This Insider Trading Policy provides guidelines to officers, directors and all other employees of, or consultants or contractors to, UDR, Inc. (the "Company") and its subsidiaries and affiliates, as well as family members of such persons, and others (individually a "Covered Person" and collectively the "Covered Persons"), in each case where such persons have or may have access to material non-public information, with respect to transactions in the Company's securities and the handling by insiders of confidential information about the Company and the companies with which it does business.

For purposes of this Insider Trading Policy, the Company's securities include common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures. The Company's securities also include derivative securities relating to the Company's stock, even if not issued by the Company, such as exchange-traded options.

POLICY

It is the policy of the Company to comply with all insider trading laws and regulations.

RESPONSIBILITY

Covered Persons may create, use or have access to confidential or material information that is not generally available to the investing public (such information is referred to in this Insider Trading Policy as "material non-public information," as explained in more detail below). Each individual has an important ethical and legal obligation to maintain the confidentiality of such information and not to engage in any transactions in the Company's securities while in possession of material non-public information. Each individual and the Company may be subject to severe civil and criminal penalties as a result of unauthorized disclosure of or trading in the Company's securities while in possession of material non-public information.

The Corporate Compliance Officer is responsible for the administration of this Insider Trading Policy.

GUIDELINES

1. Prohibition. Except as discussed in Guideline 10 herein, every Covered Person is prohibited from: (a) buying or selling the Company's securities while in possession of material non-public information; (b) communicating such information to others except those who "need to know" based on their doing business with or for the Company; (c) recommending the purchase or sale of the Company's securities while in the possession of material information that has not been publicly disclosed by the Company; or (d) assisting anyone engaged in any of the above activities. This prohibition also applies to information about, and the securities of, other

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