0001144204-12-033205 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 5th, 2012 • Monmouth Real Estate Investment Corp • Real estate investment trusts • New York

Monmouth Real Estate Investment Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 2,000,000 shares (the “Firm Shares”) of the Company’s 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share, (the “Preferred Stock”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom BMO Capital Markets Corp., a Delaware corporation (“BMOCM”), is acting as representative (the “Representative”). The Company has also agreed to grant to the Underwriters an option to purchase up to an additional 300,000 shares of Preferred Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”

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