MNR Mach Natural Resources LP

The board of directors of Monmouth Real Estate Investment Corporation, a Maryland corporation (“Monmouth”), has unanimously approved an Agreement and Plan of Merger, dated as of November 5, 2021 (as it may be amended, the “Merger Agreement”), with Industrial Logistics Properties Trust, a Maryland real estate investment trust (“ILPT”), and Maple Delaware Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of ILPT (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions thereof, ILPT will acquire Monmouth through a merger of Monmouth with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of ILPT. If the Merger is completed pursuant to the Merger Agreement, (i) each share of common stock, par value $0.01 per share, of Monmouth (“Monmouth Common Stock”) will be converted into the right to receive $21.00 per share in cash, without interest and subject to applicable withholding tax, and (ii) each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Monmouth (“Monmouth Preferred Stock”) will be converted into the right to receive an amount in cash equal to $25.00 per share plus accumulated and unpaid dividends to, but not including, the date the Merger is completed.

Monmouth is sending you the accompanying proxy statement to ask you to attend virtually a special meeting (the “Special Meeting”) of shareholders of Monmouth, or to vote your shares by proxy, in respect of the following proposals in connection with the Merger:

After careful consideration, Monmouth’s board of directors has determined that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, and recommends that you vote “FOR” each of the foregoing proposals.

The accompanying proxy statement provides you with information about the Merger Agreement, the Merger and the Special Meeting. Monmouth encourages you to read the proxy statement carefully and in its entirety, including the Merger Agreement, which is attached as Annex A. You may also obtain more information about Monmouth from documents Monmouth has filed with the Securities and Exchange Commission as described under the section titled “Where You Can Find More Information” in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT. The Merger cannot be completed unless the Merger Proposal is approved by the affirmative vote of the holders of at least two-thirds of the shares of Monmouth Common Stock outstanding on the record date. Accordingly, whether or not you plan to attend the Special Meeting, Monmouth urges you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Special Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Special Meeting” in this proxy statement. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting.

This proxy statement is dated [****] and, together with the accompanying proxy card, is first being mailed or otherwise distributed to shareholders of Monmouth on or about [****].

Instructions on the different ways to vote are found on the enclosed proxy card or voting instruction form. Please vote each and every proxy card or voting instruction form you receive. You may revoke your proxy at any time before it is voted at the Special Meeting by following the procedures set forth in the accompanying proxy statement or voting instruction form, as applicable.

Monmouth’s board of directors has determined that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, and recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting.

We appreciate your continued support of Monmouth.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully, including the attached annexes, the documents incorporated by reference and the other documents to which this proxy statement refers. Information contained on, or that can be accessed through, Monmouth’s website is not incorporated by reference into or otherwise made a part of this proxy statement, and references to Monmouth’s website address in this proxy statement are inactive textual references only.

Your vote is important. You are encouraged to submit your proxy as promptly as possible.

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to, statements regarding consummating the Merger and the timing thereof. Any forward-looking statements contained in this proxy statement are intended to be made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this proxy statement reflect Monmouth’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation:

Monmouth does not guarantee that the Merger and events described in this proxy statement will happen as described (or that they will happen at all). For a further discussion of other factors that could cause Monmouth’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Monmouth’s most recent Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q for subsequent quarters.

While forward-looking statements reflect Monmouth’s good faith beliefs, they are not guarantees of future performance. Monmouth disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes, except as required by law.

Monmouth Real Estate Investment Corporation, a Maryland corporation, is a New Jersey-based, internally-managed and self-advised REIT that derives its income primarily from owning and leasing industrial and commercial real estate. Monmouth’s investment focus is to own well-located, modern, single-tenant industrial buildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net leases.

As of September 30, 2021, Monmouth’s portfolio consisted of 122 properties with a total of 24.9 million leasable square feet, including 121 wholly owned industrial and logistics properties and one retail property owned by a joint venture in which Monmouth holds a majority interest. As of September 30, 2021, Monmouth’s occupancy rate was 99.7%. Monmouth’s properties are located across 32 states: Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin. Of Monmouth’s 122 properties, 65 properties, located across 27 states and representing approximately 47% of Monmouth’s total leasable square footage, are leased to subsidiaries of FedEx Corporation. An additional five properties, located across four states and representing approximately 6% of Monmouth’s total leasable square footage, are leased to subsidiaries of Amazon.com, Inc. All of Monmouth’s leases are separate, stand-alone leases and none of Monmouth’s properties are subject to a master lease or any cross-collateralization agreements.

Shares of Monmouth Common Stock are listed on the NYSE, trading under the symbol “MNR.”

Monmouth is one of the oldest public equity REITs in the world, having been originally established in 1968 as a New Jersey business trust. In 1990, the business trust merged into a newly-formed Delaware corporation and, in May 2003, Monmouth reincorporated in Maryland by merging with and into a newly-formed Maryland corporation. Monmouth’s principal executive offices are located at 101 Crawfords Corner Road, Suite 1405, Holmdel, NJ 07733, and its telephone number is (732) 577-9996. Monmouth’s website is located at https://mreic.reit. The information found on, or otherwise accessible through, Monmouth’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document Monmouth files with or furnishes to the SEC.

Industrial Logistics Properties Trust, a Maryland real estate investment trust, has a portfolio of 294 wholly owned industrial and logistics properties located throughout the United States as of September 30, 2021. ILPT’s principal executive offices are located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. ILPT’s telephone number is (617) 219-1460. ILPT’s website is located at www.ilptreit.com. The information found on, or otherwise accessible through, ILPT’s website is not incorporated into, and does not form a part of, this proxy statement.

Maple Delaware Merger Sub LLC, a Delaware limited liability company, is a wholly owned subsidiary of ILPT, whose principal executive offices are located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Merger Sub’s telephone number is (617) 219-1460. Merger Sub was formed solely for the purpose of facilitating ILPT’s acquisition of Monmouth.

The Special Meeting will be held in a virtual-only format on [****], commencing at [****], Eastern Time. The Special Meeting will be held online via a live webcast at www.virtualshareholdermeeting.com/MNR2022SM.

To participate in the Special Meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials. If you hold shares through a bank, broker or other institution, you may contact that institution if you have questions about obtaining your control number. The Special Meeting webcast will begin promptly at [****] Eastern Time. Monmouth encourages you to access the meeting prior to the start time. Online check-in will begin at [****] Eastern Time, and you should allow ample time for the check-in procedures.

At the Special Meeting, the holders of shares of Monmouth Common Stock will be asked to consider and vote upon the following proposals:

Shareholders must approve the Merger Proposal for the Merger to occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and the material provisions of the Merger Agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Monmouth. Accordingly, if the Merger Proposal is approved at the Special Meeting and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding advisory vote on the Compensation Proposal.

After careful consideration, Monmouth’s board of directors unanimously (i) determined that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, (ii) approved the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and (iii) authorized the execution and delivery of the Merger Agreement. Monmouth’s board of directors unanimously recommends that Monmouth’s shareholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal. For a more complete description of the recommendation of Monmouth’s board of directors, see the section entitled “The Merger—Recommendation of Monmouth’s Board of Directors and Its Reasons for the Merger.”

Only holders of record of shares of Monmouth Common Stock at the close of business on [****], the record date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment of the Special Meeting. As of the record date, there were [****] shares of Monmouth Common Stock outstanding, held by approximately [****] shareholders of record. Each share of Monmouth Common Stock outstanding on the record date is entitled to one vote on each proposal to be considered at the Special Meeting. Holders of Monmouth Preferred Stock are not entitled to vote on any of the proposals to be considered at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of at least two-thirds of the shares of Monmouth Common Stock outstanding on the record date.

Approval of the Compensation Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal.

Approval of the Adjournment Proposal requires, provided a quorum is present, the affirmative vote of at least a majority of all votes cast on such proposal. If a quorum is not present, the chair of the Special Meeting may adjourn the Special Meeting. Adjournments and postponements are subject to certain restrictions set forth in the Merger Agreement.

Regardless of the number of shares you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or vote by phone or Internet.

Monmouth’s Bylaws provide that, at a meeting of shareholders (including the Special Meeting), the presence, in person or by proxy, of the shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting will constitute a quorum. Shares that are voted and shares abstaining from voting will be treated as being present at the Special Meeting for purposes of determining whether a quorum is present. The Bylaws further provide that, whether or not a quorum is present, a majority of the shareholders entitled to vote and present at a meeting of shareholders, in person or by proxy, have the power to adjourn the meeting from time to time to a date nor more than 120 days after the original record date without notice other than announcement at the meeting.

As of the record date for the Special Meeting, Monmouth’s directors and executive officers owned and are entitled to vote an aggregate of approximately [****] shares of Monmouth Common Stock, entitling them to exercise approximately [****]% of the voting power of the shares of Monmouth Common Stock entitled to vote at the Special Meeting. Monmouth’s directors and executive officers have informed Monmouth that they intend to vote the shares of Monmouth Common Stock that they own in favor of the Merger Proposal, in favor of the Compensation Proposal, and in favor of the Adjournment Proposal, although, other than Messrs. Eugene W. Landy and Michael P. Landy, they have no obligation to do so. Messrs. Eugene W. Landy and Michael P. Landy have entered into a voting agreement with ILPT, pursuant to which, in their capacity as shareholders, they have agreed to vote their shares of Monmouth Common Stock, which represent approximately 3% of the total voting power of the outstanding shares of Monmouth Common Stock as of the record date for the Special Meeting, in favor of the Merger. See “The Merger—Voting Agreement.”

Because the required vote at the Special Meeting for the Merger Proposal is based on the number of votes entitled to be cast rather than on the number of votes cast on such proposal, abstentions will have the same effect as votes AGAINST such proposal. Abstentions will have no effect on either the Compensation Proposal or the Adjournment Proposal, provided a quorum is otherwise present.

Under NYSE rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the Special Meeting. A broker non-vote occurs when shares held by a broker or other nominee are represented at a meeting, but the broker or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own shares of Monmouth Common Stock through a broker or other nominee (i.e., in “street name”), you must provide voting instructions as described in “The Special Meeting—Voting—Shares Held in ‘Street Name’” in order to have your shares voted at the Special Meeting. Because the Merger Proposal requires the affirmative vote of the holders of at least two-thirds of the shares of Monmouth Common Stock outstanding on the record date, the failure to provide your broker or other nominee with voting instructions will have the same effect as voting “AGAINST” such proposal. The failure to provide your broker or other nominee with voting instructions will have no effect on the Compensation Proposal or the Adjournment Proposal, provided a quorum is otherwise present.

To ensure that your shares of Monmouth Common Stock are voted at the Special Meeting, we strongly recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting.

If you are a holder of record of shares of Monmouth Common Stock, there are four ways to vote:

If you are a holder of record of shares of Monmouth Common Stock and you sign and mail your proxy card or vote by telephone or over the Internet but do not give voting instructions, your shares will be voted FOR the Merger Proposal, FOR the Compensation Proposal, and FOR the Adjournment Proposal.

If you are a holder of record of shares of Monmouth Common Stock on the record date and you fail to return your proxy card or vote by telephone or via the Internet, unless you attend the Special Meeting and vote directly, your shares will NOT be considered present at the Special Meeting for purposes of determining whether a quorum is present and will NOT be voted. This will have the same effect as a vote AGAINST the Merger Proposal and, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

Even if you plan to attend the Special Meeting, Monmouth recommends that you also vote by proxy so that your vote will be counted if you later decide not to attend the Special Meeting.

If your shares of Monmouth Common Stock are held by a broker, bank or other nominee on your behalf in “street name,” you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name shareholders should generally be able to vote by returning a voting instruction form and may be able to vote by telephone or on the Internet, depending on the voting process of your broker, bank or other nominee.

If your shares of Monmouth Common Stock are held in “street name” and you fail to provide your broker, bank, or other nominee with instructions regarding how to vote your shares, your shares will NOT be considered present at the Special Meeting for purposes of determining whether a quorum is present and will NOT be voted. This will have the same effect as a vote AGAINST the Merger Proposal and, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

Shareholders of record may change their vote or revoke their proxy at any time before it is exercised at the Special Meeting by:

If a shareholder submits multiple proxies, only the last dated proxy will count. Please note that if you want to revoke a proxy by mailing a new proxy card or by sending a written notice of revocation to Monmouth’s

Corporate Secretary, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received before the Special Meeting.

If you are a shareholder who hold shares of Monmouth Common Stock in “street name” through a broker, bank, or other nominee, your broker, bank or other nominee can provide you with instructions on how to change or revoke your vote.

Although it is not currently expected, the Special Meeting may be adjourned or postponed if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum.

Holders of a majority of the shares of Monmouth Common Stock present in person (including virtually) or represented by proxy at the Special Meeting, whether or not constituting a quorum, and entitled to vote may adjourn the Special Meeting from time to time to a date not more than 120 days after the record date. Any such adjournment may be made without notice other than announcement at the Special Meeting of the time, date, and place of the adjourned meeting. If a new record date is fixed for an adjourned special meeting, notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the adjourned meeting. In addition, at any time prior to convening the Special Meeting, Monmouth’s board of directors may postpone the Special Meeting. Adjournments and postponements are subject to certain restrictions set forth in the Merger Agreement.

Monmouth will appoint an inspector of election for the Special Meeting to determine whether a quorum is present and tabulate affirmative and negative votes and abstentions.

The solicitation of proxies from shareholders is made on behalf of Monmouth’s board of directors. Monmouth will pay the cost of soliciting proxies from shareholders. Monmouth has engaged MacKenzie Partners to assist in the solicitation of proxies for the Special Meeting and estimates it will pay MacKenzie Partners a fee of approximately $350,000. Monmouth has also agreed to reimburse MacKenzie Partners for reasonable expenses incurred in connection with the proxy solicitation and to indemnify MacKenzie Partners against certain losses, claims, damages, liabilities and expenses. In addition to mailing proxy solicitation materials, Monmouth’s directors, officers, and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Monmouth’s directors, officers, or employees for such services.

In accordance with the regulations of the SEC and NYSE, Monmouth will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of shares of Monmouth Common Stock.

Monmouth’s shareholders should not return their stock certificates or send in other documents evidencing ownership of shares of Monmouth Common Stock with the proxy card. If the Merger is completed and you are a shareholder whose shares of Monmouth Common Stock are evidenced by stock certificates, the paying agent for the Merger will send you a letter of transmittal and related materials and instructions for tendering your shares evidenced by stock certificates for the Merger Consideration.

The following is a description of the material aspects of the Merger. While Monmouth believes that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to Monmouth shareholders. Monmouth encourages its shareholders to carefully read this entire proxy statement, including the Merger Agreement and the other documents attached to this proxy statement or incorporated herein by reference, for a more complete understanding of the Merger.

Under the terms of the Merger Agreement, ILPT will acquire Monmouth and its subsidiaries through the merger of Monmouth with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of ILPT. At the Effective Time and by virtue of the Merger, each share of Monmouth Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) will be converted into the right to receive $21.00 in cash, without interest, subject to any applicable withholding taxes. At the Effective Time and by virtue of the Merger, each share of Monmouth Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) will be converted into the right to receive an amount in cash equal to $25.00 plus accumulated and unpaid dividends to, but not including, the Closing Date.

As a matter of course, Monmouth’s board of directors, management and outside advisors have regularly reviewed and evaluated Monmouth’s strategic direction, financial performance, business plans, operations and portfolio in an effort to maximize value to its shareholders. In so doing, Monmouth has identified, and at times pursued, potential strategic opportunities, including potential acquisitions, divestitures and other transactions.

On December 1, 2020, Blackwells, one of Monmouth’s shareholders, delivered a letter from Jason Aintabi, Blackwells’s Founder and Chief Investment Officer, to Eugene Landy, Chairman of Monmouth’s board of directors, and Michael Landy, Monmouth’s President and Chief Executive Officer, communicating an unsolicited, non-binding preliminary proposal to acquire all of the outstanding shares of Monmouth Common Stock in an all-cash transaction at a price of $16.75 per share (the “Initial Blackwells Proposal”). On the date of the Initial Blackwells Proposal, shares of Monmouth Common Stock closed at $14.80 per share on the NYSE. On December 8, 2020, a special meeting of Monmouth’s board of directors was held to discuss the Initial Blackwells Proposal, attended by representatives of Monmouth’s financial advisor, CSCA, and outside Maryland corporate counsel, Venable LLP (“Venable”). Following that discussion, Monmouth’s board of directors unanimously determined that the Initial Blackwells Proposal was not in the best interests of Monmouth and, at the direction of Monmouth’s board of directors, Mr. Eugene Landy conveyed the determination of the board of directors to Blackwells by letter.

On December 16, 2020, Monmouth entered into an engagement letter with CSCA under which CSCA would provide general advisory services. Monmouth decided to engage CSCA based on, among other things, CSCA’s substantial experience in the REIT industry and Monmouth’s long-standing relationship with CSCA.

After market close on December 18, 2020, Blackwells delivered a revised proposal to Messrs. Eugene Landy and Michael Landy offering to pay $18.00 per share in cash to acquire all of the outstanding shares of Monmouth Common Stock (the “Revised Blackwells Proposal”). On the date of the Revised Blackwells Proposal, shares of Monmouth Common Stock closed at $16.99 per share on the NYSE.

On December 20, 2020, Bloomberg News published an article reporting that Blackwells had offered to acquire Monmouth for $18.00 per share in cash, and on December 21, 2020, Blackwells issued a press release disclosing the Revised Blackwells Proposal, including the full text of Mr. Aintabi’s December 18, 2020 letter that accompanied the Revised Blackwells Proposal. Following publication of the Bloomberg News article and Blackwells’s press release, the share price of Monmouth Common Stock increased $0.72 per share to a closing price of $17.71 per share on December 21, 2020. Also on December 21, 2020, Monmouth publicly disclosed its receipt of the two proposals from Blackwells.

On December 22, 2020, CSCA received an inquiry from a large private investment firm primarily focused on global real estate, which we refer to as “Bidder A”, indicating an interest in exploring a potential acquisition of Monmouth.

On December 23, 2020, prior to receiving a response from Monmouth regarding the Revised Blackwells Proposal, Blackwells delivered a written notice to Monmouth stating that it intended to nominate a slate of four director candidates, including Monmouth’s former general counsel, to fill the four director seats up for election at Monmouth’s 2021 annual meeting of shareholders. Blackwells also stated that it intended to submit six non-binding proposals to be voted on by Monmouth’s shareholders at the 2021 annual meeting.

On January 13, 2021, Monmouth engaged J.P. Morgan as its additional financial advisor in connection with a possible decision by its board of directors to explore strategic alternatives. Monmouth engaged J.P. Morgan based on J.P. Morgan’s substantial industry knowledge, its experience with strategic alternatives processes for other real estate companies and its prior experience working with Monmouth. Monmouth also entered into an additional engagement letter with CSCA dated as of January 13, 2021, expanding the scope of CSCA’s engagement to include advising and assisting in connection with a potential strategic alternatives review process.

On January 14, 2021, at its regular quarterly board meeting, Monmouth’s board of directors considered, among other things, the Revised Blackwells Proposal. In addition to members of Monmouth’s management, in attendance for portions of the meeting were representatives of CSCA, J.P. Morgan and Venable. Following various presentations by advisors, Monmouth’s board of directors further discussed the Revised Blackwells Proposal and unanimously determined that the Revised Blackwells Proposal was not in the best interests of Monmouth and, at the direction of the board of directors, Mr. Eugene Landy wrote to Blackwells to inform them of the determination of the board of directors. During the meeting, Monmouth’s board of directors also determined, following a presentation by representatives of J.P. Morgan, that it would be in the best interests of Monmouth to explore potential strategic alternatives, including a potential sale. To enable Monmouth’s board of directors to undertake that review in an efficient manner, the board of directors decided to form a Strategic Alternatives Committee, consisting of four directors, Messrs. K.C. Conway and Scott Robinson (each an independent director) and Messrs. Michael Landy and Kevin Miller, which committee would support the review process and make recommendations to Monmouth’s board of directors.

Also on January 14, 2021, Monmouth publicly disclosed its board of directors’ determinations to reject the Revised Blackwells Proposal and to conduct a review of Monmouth’s potential strategic alternatives. Shortly following the announcement, representatives of Bidder A contacted both CSCA and J.P. Morgan to reiterate Bidder A’s interest in exploring a potential transaction.

Shortly after the January 14, 2021 meeting of the board of directors, at the request of Monmouth’s board of directors, and with the assistance of J.P. Morgan and CSCA, Monmouth’s management began preparing a Confidential Information Memorandum to be provided to potential counterparties to a strategic transaction. During this period, J.P. Morgan and CSCA also received inquiries from a number of parties interested in participating in the strategic alternatives process.

On January 20, 2021, Monmouth filed suit in state court in New Jersey against its former general counsel and Blackwells seeking to bar its former general counsel from participating in the slate of directors nominated by Blackwells. Blackwells subsequently sent a litigation demand to Monmouth, alleging that Monmouth’s board of directors’ decisions to file suit, and not to appoint an independent committee to consider the Initial Blackwells Proposal and the Revised Blackwells Proposal, was a breach of the board of directors’ fiduciary duties. Monmouth’s board of directors thereupon created a committee of independent directors to review the demand with the assistance of counsel.

On February 1, 2021, Monmouth and its advisors finalized a form non-disclosure agreement to be circulated to potential counterparties. In addition, on February 1, 2021, J.P. Morgan and CSCA provided Monmouth with a draft list of approximately 90 potential counterparties, including financial sponsors, real estate investment trusts, sovereign wealth funds, pension funds, real estate managers and other financial and strategic investors that J.P. Morgan and CSCA believed could potentially have an interest in a transaction with Monmouth and likely would have the capability to consummate such a transaction. Subsequently, based on feedback from Monmouth, the advisors added additional potential counterparties to the draft list.

Later on February 1, 2021, a meeting of the Strategic Alternatives Committee was convened. The Strategic Alternatives Committee reviewed and discussed the potential counterparties that had been assembled by J.P. Morgan and CSCA with input from Monmouth’s management, noting that the list included numerous credible strategic and financial bidders. Following this discussion, the Strategic Alternatives Committee approved the proposed list.

On February 2, 2021, pursuant to the direction of the Strategic Alternatives Committee, J.P. Morgan, CSCA and Mr. Michael Landy began contacting the potential counterparties.

On February 12, 2021, Monmouth engaged Stroock & Stroock & Lavan LLP (“Stroock”) to act as legal counsel to Monmouth and its board of directors in connection with the strategic alternatives process.

Between February 2 and March 5, 2021, Monmouth and its advisors negotiated and executed non-disclosure agreements (each a “Non-Disclosure Agreement” and collectively, the “Non-Disclosure Agreements”) with 36 potential counterparties that were contacted as part of the strategic alternatives review process, including with ILPT, Equity Commonwealth (“EQC”) and Bidder A. The Non-Disclosure Agreements generally included customary standstill restrictions on the counterparties but did not prohibit the counterparties from requesting that Monmouth waive such standstill restrictions.

On March 16, 2021, Monmouth received four preliminary, non-binding proposals, including proposals from each of EQC, ILPT, Bidder A, and a private owner and operator of industrial real estate in the United States, which we refer to as “Bidder B.” The proposal submitted by EQC represented an all-stock transaction and provided for an exchange of each share of Monmouth Common Stock for 0.571 EQC common shares, representing an implied value of $16.22 per share based on the trading price of EQC’s common shares at the time of EQC’s March 16 proposal. The proposals submitted by ILPT, Bidder A and Bidder B contemplated all-cash transactions with per share offer prices of $19.25, $18.30 and $19.50, respectively. None of the four preliminary proposals received by Monmouth addressed the ability of Monmouth to pay dividends in respect of Monmouth Common Stock during the period between the execution of a definitive agreement and the closing. Each of ILPT, EQC, Bidder A and Bidder B were invited to continue to participate in the next stage of the strategic alternatives process.

Before the deadline for the submission of revised proposals, various telephone calls and e-mails were exchanged between Monmouth and its advisors, on the one hand, and representatives of each of ILPT, EQC, Bidder A and Bidder B regarding diligence and process matters. Additionally, during this period, ILPT, EQC and Bidder A also conducted tours of a large number of Monmouth’s properties.

On April 20, 2021, EQC and ILPT delivered revised proposals and, the following morning on April 21, 2021, Bidder A submitted a revised proposal. Bidder B did not submit a revised proposal. ILPT’s revised proposal consisted of an all-cash offer to acquire all shares of Monmouth Common Stock at a price of $18.50 per share. ILPT’s offer noted that Monmouth may not pay any dividends to holders of Monmouth Common Stock between signing of the merger agreement and the closing of the merger. EQC’s revised proposal provided for an all-stock transaction in which each share of Monmouth Common Stock would be exchanged for 0.6638 EQC common shares, representing an implied value of $19.15 per share based on EQC’s closing stock price of $28.85 per share on April 20, 2021 and, when added to the $0.18 per share dividend payable to holders of Monmouth Common Stock on June 15, 2021 that had been previously declared by Monmouth’s board of directors, would result in an effective price of $19.33 per share of Monmouth Common Stock in light of EQC’s expressed willingness to permit Monmouth to pay the previously declared dividend and to refrain from paying a matching pre-merger cash dividend to EQC’s common stockholders in respect of such previously declared $0.18 per share dividend. Bidder A’s revised proposal consisted of an all-cash offer to acquire all shares of Monmouth Common Stock for a price of $19.00 per share. Bidder A’s revised proposal prohibited the payment of any dividends to holders of Monmouth Common Stock between signing and closing of the merger, which would include the $0.18 per share dividend payable on June 15, 2021 previously declared by Monmouth’s board of directors, other than dividends necessary to maintain Monmouth’s REIT qualification, and required that the stated price of $19.00 per share be reduced by the amount of any such REIT qualification dividends paid between signing and closing of the merger. The Strategic Alternatives Committee determined that an additional round of bidding was advisable, and that each of ILPT, EQC and Bidder A should be invited to submit “best and final” offers the following week.

On April 23, 2021, ILPT informed J.P. Morgan that it was withdrawing from the process, explaining that it was not in a position to improve its proposal.

On April 28, 2021, EQC and Bidder A each submitted best and final proposals. EQC’s final proposal consisted of an all-stock offer with 0.67 EQC shares to be issued in exchange for each share of Monmouth Common Stock, resulting in a base offer price of $19.08 per share based on EQC’s closing stock price of $28.48 on April 27, 2021. In addition, EQC’s final proposal (including the revised draft merger agreement

attached thereto) provided for up to $0.36 of additional value to the holders of Monmouth Common Stock by allowing Monmouth to pay the $0.18 per share regular quarterly common stock dividend that had been declared in April 2021, and to declare and pay an additional $0.18 per share regular quarterly common dividend prior the closing of the merger, without EQC declaring or paying a matching pre-merger cash dividend to EQC’s shareholders. Bidder A’s final proposal was an all-cash offer to acquire all shares of Monmouth Common Stock at a stated price of $19.51 per share. Bidder A’s proposal provided that the per share price to be paid in the merger would be reduced by the amount of any dividends declared or paid by Monmouth on shares of Monmouth Common Stock between signing and closing of the merger, including the $0.18 per share dividend payable on June 15, 2021 previously declared by Monmouth’s board of directors.

Also on April 28, 2021, several meetings of the Strategic Alternatives Committee and Monmouth’s board of directors were held to discuss the final proposals received from EQC and Bidder A. Following extensive discussions involving Monmouth’s advisors, Monmouth’s board of directors unanimously approved the Strategic Alternatives Committee’s recommendation to accept the EQC draft merger agreement and final proposal, subject to finalizing documentation.

Between April 28 and May 4, 2021, Mr. Michael Landy, and representatives from J.P. Morgan, CSCA, Stroock, EQC and EQC’s financial and legal advisors negotiated the merger agreement, and final confirmatory due diligence was completed.

Additional meetings of Monmouth’s board of directors were held on April 30, 2021 to hear presentations by J.P. Morgan and CSCA with respect to their preliminary valuation analyses of the economic terms of the proposed transaction with EQC and on May 4, 2021 to consider approval of the merger agreement. Following the delivery of oral fairness opinions by each of J.P. Morgan and CSCA, and an update on the terms and status of the merger agreement by Stroock, Monmouth’s board of directors unanimously adopted resolutions approving the merger agreement and related matters. Later in the evening on May 4, 2021, Monmouth entered into a merger agreement with EQC and issued a joint press release regarding Monmouth’s proposed merger with EQC.

Among the Non-Disclosure Agreements, the standstill restrictions in nine Non-Disclosure Agreements expired by their terms upon Monmouth’s execution of the merger agreement with EQC. Following the execution of the merger agreement with EQC, Monmouth notified the counterparties for the remaining 26 Non-Disclosure Agreements that Monmouth was granting an irrevocable waiver of the standstill restrictions to permit the counterparties to submit a proposal, inquiry or indication of interest regarding a possible transaction to Monmouth’s board of directors and to make a public announcement of any such proposal, inquiry or indication of interest, so long as, in any such case, such counterparties did not engage in discussions or negotiations, or enter into any agreements or understandings, whether or not legally enforceable, with any third party (excluding the counterparty’s affiliates and representatives) with respect to any such proposal, inquiry or indication of interest.

On July 8, 2021, J.P. Morgan and CSCA received a letter from Starwood Capital Group (“Starwood”) setting forth an unsolicited proposal to acquire all outstanding shares of Monmouth Common Stock for net cash consideration of approximately $18.70 per share, reflecting a stated purchase price of $19.51 per share reduced by the termination fee payable to EQC under the merger agreement executed on May 4, 2021 and the $0.18 per share dividend on shares of Monmouth Common Stock declared by Monmouth’s board of directors on July 1, 2021. On July 15, Starwood delivered an amended proposal, reflecting an increase of $0.18 per share in the consideration that would be paid for shares of Monmouth Common Stock, resulting in a net cash consideration of $18.88 per share, reflecting a stated purchase price of $19.51 per share reduced only by the termination fee payable to EQC (with no reduction for the $0.18 per share dividend previously declared by Monmouth’s board of directors on July 1, 2021). On July 21, 2021, a special meeting of Monmouth’s board of directors was convened for the purpose of discussing the July 8, 2021 Starwood proposal, as amended on July 15, 2021, and determining a response. Following such discussion, Monmouth’s board of directors unanimously reaffirmed its support for, and recommendation in favor of, the then-pending merger with EQC.

On July 29, 2021, the committee that Monmouth’s board of directors had appointed to review the litigation demand served by Blackwells advised the board of directors that it had completed its work and that it recommended that Monmouth not file suit against its board of directors. The committee determined, among other

things, that Monmouth did not have a duty to establish a special committee to review Blackwells’s offer, and that the board of directors had appropriately considered the potential benefits and harms of pursuing litigation against its former general counsel and Blackwells before doing so. Monmouth’s board of directors accepted this recommendation.

Between July 27, 2021 and August 13, 2021, members of management of EQC and of Monmouth, and representatives of each party’s financial, legal and proxy advisors, periodically discussed the status of the proposed merger with EQC and the related proxy solicitations. On August 13, 2021, representatives of EQC submitted an offer letter to Monmouth proposing certain revisions to the existing terms of the merger agreement, including (1) an increase in the merger consideration to $19.00 for each share of Monmouth Common Stock by increasing the exchange ratio from 0.67 EQC shares per share of Monmouth Common Stock to 0.713 EQC shares per share of Monmouth Common Stock, which represented a 6.4% premium over the existing all-stock transaction based on the closing price of EQC’s common shares on August 13, 2021 of $26.65, and (2) the option for Monmouth shareholders to elect to receive such consideration in the form of cash, EQC common shares or a combination of cash and EQC common shares, in each case, subject to proration based upon a maximum cash amount. The terms of EQC’s revised proposal with respect to payment of dividends on shares of Monmouth Common Stock were consistent with the provisions of the original merger agreement Monmouth entered into with EQC.

Following receipt of EQC’s offer letter, members of management of EQC and of Monmouth, and representatives of each party’s financial and legal advisors, conducted negotiations concerning the terms of an amended merger agreement. Monmouth’s board of directors also met on August 13, 2021 and twice on August 15, 2021 to discuss EQC’s offer letter and the proposed amended merger agreement. Following the delivery of new oral fairness opinions by each of J.P. Morgan and CSCA with respect to the revised financial terms of the transaction and an update on the terms and status of the amended merger agreement by Stroock, Monmouth’s board of directors unanimously approved the execution of an amended merger agreement with EQC and recommended that Monmouth’s shareholders approve the merger with EQC on the amended terms at a special meeting of shareholders scheduled for August 31, 2021. In the evening of August 15, 2021, Monmouth and EQC executed the amended merger agreement and on the morning of August 16, 2021, Monmouth and EQC issued a joint press release announcing entry into the amended merger agreement with EQC.

On August 18, 2021, Monmouth received a new revised unsolicited acquisition proposal from Starwood. Starwood’s revised proposal provided for net cash consideration of approximately $19.20 per share of Monmouth Common Stock. This revised offer represented a stated per share purchase price of $19.93 per share, reduced by the termination fee that would be payable to EQC if Monmouth terminated the amended merger agreement with EQC (with no reduction for the $0.18 per share dividend previously declared by Monmouth’s board of directors on July 1, 2021). On August 23, 2021, a special meeting of Monmouth’s board of directors was convened for the purpose of discussing and determining what action(s) to take in response to the revised Starwood proposal. Following such discussion, Monmouth’s board of directors unanimously decided to reaffirm its support for the then-pending merger with EQC, and Monmouth issued a press release announcing this decision on August 23, 2021.

On August 31, 2021, at a special meeting of Monmouth’s shareholders held for purposes of voting on the proposed merger with EQC, the holders of Monmouth’s common shares did not approve Monmouth’s proposed merger with EQC as required by Maryland law and the terms of Monmouth’s charter. Later on August 31, 2021, Monmouth received a written notice from EQC terminating the amended merger agreement as a result of the failure of Monmouth’s shareholders to approve the merger and requesting reimbursement of its out-of-pocket fees and expenses pursuant to the terms of the amended merger agreement. Subsequently, after receiving documentation relating to such out-of-pocket fees and expenses from EQC, Monmouth reimbursed EQC in accordance with the terms of the amended merger agreement. Blackwells subsequently indicated to Monmouth that Monmouth should convene an annual meeting of its shareholders.

On September 7, 2021, Monmouth engaged Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) to act as legal counsel to Monmouth and its board of directors in connection with its determination of what action(s) to take following the termination of the amended merger agreement with EQC.

On September 13, 2021, Monmouth issued a press release announcing that it was re-initiating the process of exploring strategic alternatives, including a potential sale or merger, joint ventures, and changes in the capital

structure of Monmouth, and that it would consider all viable proposals, including proposals submitted by Starwood or other potential counterparties. Monmouth also announced that it would set meeting and record dates for Monmouth’s annual meeting of shareholders in due course.

On September 14, 2021, a special meeting of Monmouth’s board of directors was held to discuss the timeline for the renewed strategic alternatives process, potential counterparties and engagement with shareholders. In light of the fact that Monmouth had previously run a strategic alternatives process with numerous potential counterparties and entered into, and made significant public disclosure in connection with, the EQC transaction, which had since been terminated, Monmouth’s board of directors determined to proceed with the renewed strategic alternatives process on an accelerated timetable, in order to determine in short order whether an alternative transaction that would provide for an acquisition of the whole company could be achieved on terms that would be in the best interests of Monmouth and its shareholders. In addition, the board of directors determined that the renewed strategic alternatives process would be overseen by the board of directors as a whole (and not the Strategic Alternatives Committee (which committee was disbanded)).

Beginning on September 15, 2021, based on indications of interest gathered during the initial outreach to counterparties in February 2021, Monmouth’s management and its financial and legal advisors finalized a list of potential counterparties for the renewed strategic alternatives process and initiated contact with 22 potential counterparties. All of the counterparties who had submitted a bid during the prior strategic alternatives process were invited to participate in the renewed strategic alternatives process. Of the 22 potential counterparties, eight expressed interest in participating in the renewed strategic alternatives process and were granted access to Monmouth’s virtual dataroom to conduct due diligence. Five of the counterparties granted access to the virtual dataroom had already executed Non-Disclosure Agreements with Monmouth as part of the prior strategic alternatives process, and three counterparties executed new Non-Disclosure Agreements, which included customary standstill restrictions on the counterparties but did not prohibit the counterparties from requesting that Monmouth waive such standstill restrictions. All counterparties were advised to submit indicative proposals by October 5, 2021. When invited to participate in the process, Blackwells indicated it would not be submitting an offer for Monmouth and declined to participate.

Between September 15, 2021 and October 4, 2021, members of Monmouth’s management and its financial advisors held a number of due diligence sessions with, and responded to documentary diligence requests from, the interested potential counterparties in the renewed strategic alternatives process.

On September 21, 2021, Monmouth engaged CBRE, Inc. (“CBRE”) to assist in Monmouth’s exploration of joint venture alternatives. From its engagement until the execution of the Merger Agreement on November 5, 2021, CBRE reached out to and engaged with various potential joint venture partners.

On September 23, 2021, counsel for Blackwells wrote to counsel for Monmouth demanding that Monmouth file suit against Mr. Eugene Landy and other directors for alleged breaches of fiduciary duty in connection with the matters raised in Blackwells’s prior litigation demand and the now-terminated EQC merger agreement. Counsel for Blackwells also demanded that Monmouth provide notice to shareholders of the date of its annual meeting by September 29, 2021. Also on September 23, 2021, Blackwells submitted to Monmouth a revised notice of its intention to nominate a new slate of four director candidates, which did not include Monmouth’s former general counsel. Blackwells also stated that it intended to submit seven revised non-binding proposals to be voted on by Monmouth’s shareholders at Monmouth’s 2021 annual meeting.

Between September and November 2021, representatives of Monmouth and Blackwells had periodic discussions regarding Blackwells’s proposals and its perspectives on Monmouth and a potential resolution of Blackwells’s campaign.

On October 5, 2021, Monmouth received preliminary, non-binding proposals from ILPT and two other counterparties, which we refer to as “Bidder 1” and “Bidder 2.” ILPT proposed to acquire Monmouth in an all-cash transaction for $19.25 per share. The proposals submitted by Bidder 1 and Bidder 2 represented all-cash acquisitions of Monmouth for net consideration of $19.30 and $19.75 per share, respectively. ILPT and Bidder 1 indicated that they were ready to enter into definitive agreements for the acquisition within a short period of time, whereas Bidder 2 indicated that it would need more time to undertake further due diligence. The bidders also indicated that they were exploring the possibility of providing an option to elect non-cash consideration for

a portion of the transaction consideration. Bidder 1 indicated that it would permit Monmouth to pay its regular quarterly common stock dividend of $0.18 per share, prorated until closing, without any reduction in the merger consideration, while ILPT’s and Bidder 2’s proposals did not specify the treatment of dividends.

On October 6, 2021, Mr. Eugene Landy called Mr. John Murray, ILPT's Managing Trustee, President, and Chief Executive Officer, to encourage ILPT to advance its participation in the renewed strategic alternatives process.

Later on October 6, 2021, a special meeting of Monmouth’s board of directors was held to discuss the indicative proposals received from the three potential counterparties, attended by representatives of J.P. Morgan, CSCA, and Wachtell Lipton. Representatives of Wachtell Lipton and of J.P. Morgan updated the board of directors on the progress of the strategic alternatives process to date, structural options for a potential transaction, and possible business and financial alternatives, such as a joint venture. Following discussion of the merits of various strategic alternatives, including remaining an independent company, joint venture, and a sale of Monmouth, Monmouth’s board of directors unanimously authorized Monmouth and its advisors to continue with the strategic alternatives process and engagement with the three counterparties. The duties of the board of directors were also discussed by representatives of Wachtell Lipton.

On October 7, 2021, representatives of J.P. Morgan and CSCA, acting at the direction of Monmouth’s board of directors, called representatives of ILPT, Bidder 1, and Bidder 2 to advise them that while Monmouth expected that they would have to increase their proposed prices in order to enter into a transaction, they would be invited into the second round of the renewed strategic alternatives process. Representatives of J.P. Morgan and CSCA also provided all three potential counterparties with a draft of a merger agreement prepared by Wachtell Lipton. The counterparties were advised to submit revised drafts of the merger agreement to Wachtell Lipton by October 22, 2021 for an opportunity to receive feedback in advance of their final bids, and to submit final proposals by November 1, 2021.

Also on October 7, 2021, Monmouth filed with the SEC a Current Report on Form 8-K announcing that it had set December 16, 2021, as the date for the 2021 annual meeting of shareholders, and that October 17, 2021 was the deadline for the submission of shareholder notices of business to be considered at that meeting.

Between October 18, 2021 and October 21, 2021, members of Monmouth’s management and its financial advisors participated in further due diligence sessions with representatives of ILPT, Bidder 1, and Bidder 2.

On October 22, 2021, representatives of Hunton Andrews Kurth LLP (“Hunton”), ILPT’s legal advisor, submitted a revised draft of the merger agreement to representatives of Wachtell Lipton. Bidder 1 and Bidder 2 did not submit markups of the merger agreement to Wachtell Lipton in advance of the final bid deadline.

On October 27, 2021, representatives of Wachtell Lipton provided feedback to Hunton regarding its revised draft of the merger agreement, including feedback regarding closing conditionality and the termination fee payable by Monmouth under the merger agreement under certain circumstances.

On October 29, 2021, representatives of Bidder 1 called representatives of J.P. Morgan and CSCA and indicated that Bidder 1 would not be able to increase its previous offer and did not intend to submit a revised proposal at the final bid deadline.

Also on October 29, 2021, representatives of Bidder 2 contacted representatives of J.P. Morgan to indicate that, following its evaluation of Monmouth’s projected growth profile, Bidder 2 would not be able to increase its previous offer and did not intend to submit a revised proposal at the final bid deadline.

On November 1, 2021, ILPT submitted its “best and final” all-cash offer of $21.00 per share. ILPT’s offer provided for Monmouth’s ability to continue to pay quarterly dividends of up to $0.18 per share for each completed quarter until the completion of the transaction, no financing contingency, and the expectation that Messrs. Eugene Landy and Michael Landy would enter into customary voting agreements to support the transaction. ILPT also indicated that no further diligence was required and it was prepared to finalize and execute the transaction documentation in short order.

On November 2, 2021, a special meeting of Monmouth’s board of directors was held to discuss the final offer received from ILPT, attended by representatives of J.P. Morgan, CSCA, and Wachtell Lipton. Representatives of J.P. Morgan and CSCA advised Monmouth’s board of directors of the progress of the strategic alternatives process to date, including ILPT’s proposal, and presented certain preliminary financial analyses

regarding ILPT’s proposal and the withdrawal of each of Bidder 1 and Bidder 2. Representatives of Wachtell Lipton reviewed with the board of directors the terms proposed by ILPT, as well as open issues and remaining areas of negotiation. Members of Monmouth’s board of directors noted the compelling value that ILPT’s offer represented. Following that discussion, Monmouth’s board of directors unanimously authorized Monmouth and its advisors to negotiate with ILPT to seek to finalize definitive documentation for the transaction.

Later on November 2, 2021, representatives of J.P. Morgan and CSCA, acting at the direction of Monmouth’s board of directors, called Mr. Adam Portnoy, ILPT’s Managing Trustee, and representatives of Citigroup, ILPT’s financial advisor, to inform them of Monmouth’s willingness to negotiate definitive documentation for the transaction with ILPT, subject to agreement on certain terms, including a reduced termination fee, reduced expense reimbursement obligation of Monmouth, and shorter duration for ILPT’s right to delay the closing under certain circumstances. ILPT and its representatives indicated that ILPT was prepared to agree to a transaction that reflected the terms proposed by representatives of Monmouth.

On November 3, 2021, representatives of Wachtell Lipton sent to representatives of Hunton a markup of the merger agreement and Monmouth’s disclosure letter to the merger agreement. Thereafter, representatives of Wachtell Lipton and of Hunton provided to each other successive markups of the merger agreement and Monmouth’s disclosure letter, until such documents were finalized.

Also on November 3, 2021, representatives of Hunton sent to representatives of Wachtell Lipton a draft form of voting agreement for Messrs. Eugene Landy and Michael Landy. Thereafter, representatives of Wachtell Lipton and of Hunton provided to each other successive markups of the form of voting agreement until it was finalized.

On November 4, 2021, a special meeting of Monmouth’s board of directors was convened to consider approval of the merger agreement with ILPT. In addition to members of Monmouth’s management, in attendance at the meeting were representatives of J.P. Morgan, CSCA and Wachtell Lipton. Representatives of Wachtell Lipton reviewed with Monmouth’s board of directors the key terms of the proposed final merger agreement. Representatives of J.P. Morgan and CSCA then reviewed their financial analyses of the consideration provided for in the merger agreement. Following their presentation, representatives of J.P. Morgan delivered to Monmouth’s board of directors J.P. Morgan’s oral opinion, confirmed the following day by delivery of a written opinion dated November 4, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be paid to Monmouth’s common shareholders in the Merger was fair, from a financial point of view, to Monmouth’s common shareholders, as more fully described below in the section “The Merger—Opinions of Monmouth’s Financial Advisors.” Following their presentation, representatives of CSCA delivered to Monmouth’s board of directors CSCA’s oral opinion, confirmed later that day by delivery of a written opinion dated November 4, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by CSCA in preparing its opinion, that the consideration to be received by Monmouth’s common shareholders in the Merger was fair, from a financial point of view, to Monmouth’s common shareholders. Representatives of Wachtell Lipton also reviewed the directors’ duties in connection with their consideration and evaluation of the potential transaction. Following discussion, Monmouth’s board of directors unanimously adopted resolutions approving the merger agreement and related matters.

Also on November 4, 2021, Monmouth, with the approval of its board of directors, entered into an agreement with Blackwells pursuant to which Blackwells would withdraw its proposals, support the proposed transaction and enter into various standstill, solicitation and support arrangements. Monmouth simultaneously entered into an agreement with its former general counsel and Blackwells to settle and dismiss all claims between them in the New Jersey litigation.

On the morning of November 5, 2021, prior to market open, Monmouth and ILPT executed the Merger Agreement and each issued a press release announcing entry into the Merger.

In evaluating the Merger, Monmouth’s board of directors consulted with Monmouth’s management and its legal and financial advisors and, after careful consideration, Monmouth’s board of directors unanimously determined and declared that the Merger Agreement, the Merger, and the other transactions contemplated by the

Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, approved, adopted, and authorized in all respects the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and authorized the execution and delivery by Monmouth of the Merger Agreement. In determining and declaring that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, in approving, adopting, and authorizing the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, in authorizing the execution and delivery by Monmouth of the Merger Agreement, and in recommending that Monmouth shareholders vote to approve the Merger Agreement and the other transactions contemplated thereby, including the Merger, Monmouth’s board of directors considered various factors that it viewed as supporting its decisions, including the following material factors:

Monmouth’s board of directors also considered a variety of risks and other potentially negative factors in considering the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, including the following material factors:

This discussion of the foregoing information and material factors considered by Monmouth’s board of directors in reaching its conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by Monmouth’s board of directors in evaluating the Merger Agreement and the transactions contemplated by it, and the complexity of these matters, Monmouth’s board of directors did not find it practicable to, and did not attempt to, quantify, rank, or otherwise assign relative weight to those factors. In addition, different members of Monmouth’s board of directors may have given different weight to different factors. Monmouth’s board of directors did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

This explanation of the reasoning of Monmouth’s board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

After careful consideration, for the reasons set forth above, Monmouth’s board of directors unanimously recommends that Monmouth’s shareholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

Pursuant to an engagement letter, Monmouth retained J.P. Morgan as its financial advisor in connection with the Merger.

At the meeting of Monmouth’s board of directors on November 4, 2021, J.P. Morgan rendered its oral opinion to Monmouth’s board of directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be paid to Monmouth’s common shareholders in the Merger was fair, from a financial point of view, to such shareholders. J.P. Morgan has confirmed its November 4, 2021 oral opinion by delivering its written opinion to Monmouth’s board of directors, dated November 4, 2021, that, as of such date, the consideration to be paid to Monmouth’s common shareholders in the Merger was fair, from a financial point of view, to such shareholders.

The full text of the written opinion of J.P. Morgan dated November 4, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Monmouth’s common shareholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to Monmouth’s board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, was directed only to the consideration to be paid to Monmouth’s common shareholders in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Monmouth or as to the underlying decision by Monmouth to engage in the Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of Monmouth as to how such shareholder should vote with respect to the Merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of Monmouth with respect to certain aspects of the Merger, and the past and current business operations of Monmouth, the financial condition and future prospects and operations of Monmouth, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Monmouth or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Monmouth, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Monmouth or ILPT under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Monmouth’s management as to the expected future results of operations and financial condition of Monmouth to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement would be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by Monmouth, ILPT and Merger Sub in the Merger Agreement and the related agreements were and would be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by

advisors to Monmouth with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on Monmouth or on the contemplated benefits of the Merger.

The projections furnished to J.P. Morgan were prepared by Monmouth’s management, as discussed more fully under “The Merger—Summary of Certain Monmouth Unaudited Prospective Financial Information.”. Monmouth does not routinely publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Monmouth’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section of the proxy statement entitled “The Merger—Summary of Certain Monmouth Unaudited Prospective Financial Information.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to Monmouth’s common shareholders, of the consideration to be paid to Monmouth’s common shareholders in the Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Monmouth or as to the underlying decision by Monmouth to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the consideration to be paid to Monmouth’s common shareholders in the Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which shares of Monmouth Common Stock will trade at any future time.

The terms of the Merger Agreement, including the consideration to be paid to Monmouth’s common shareholders, were determined through arm’s length negotiations between Monmouth and ILPT, and the decision to enter into the Merger Agreement was solely that of Monmouth’s board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by Monmouth’s board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of Monmouth’s board of directors or Monmouth’s management with respect to the Merger or the consideration to be paid to Monmouth’s common shareholders.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to Monmouth’s board of directors on November 4, 2021 and in the financial analysis presented to Monmouth’s board of directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to Monmouth’s board of directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples. Using publicly available information, J.P. Morgan compared selected financial data of Monmouth with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to those engaged in by Monmouth. The companies selected by J.P. Morgan were as follows:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered similar to those of Monmouth. However, certain of these companies may have characteristics that are materially different from those of Monmouth. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Monmouth.

Using publicly available information, J.P. Morgan calculated, for each selected company, the ratios of (a) the company’s price per common share to the consensus equity research analyst estimates for the company’s adjusted funds from operations (“AFFO”) per common share for the year ending December 31, 2022 (the “P/2022E AFFO”), (b) the company’s price per common share to the consensus equity research analyst estimates for the company’s funds from operations (“FFO”) per common share for the year ending December 31, 2022 (the “P/2022E FFO”), and (c) consensus equity research analyst estimates for the company’s in-place cash net operating income for the year ending December 31, 2022 to consensus equity research analyst estimates for the company’s implied real estate value (the “Implied Capitalization Rate”).

Based on the results of this analysis, J.P. Morgan selected multiple reference ranges of 21.00x - 22.50x, 19.50x - 21.00x and 4.7% - 4.9% for P/2022E AFFO, P/2022E FFO and the Implied Capitalization Rate, respectively. After applying such ranges to the projected AFFO for Monmouth for the year ending December 31, 2022, the projected FFO for Monmouth for the year ending December 31, 2022 and the projected in-place cash net operating income for Monmouth for the year ending December 31, 2022, respectively, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for shares of Monmouth Common Stock:

The ranges of implied per share equity value for Monmouth Common Stock were compared to (i) the 30-day unaffected volume-weighted average price of a share of Monmouth Common Stock of $15.43 as of the Unaffected Date, (ii) the closing price of a share of Monmouth Common Stock of $19.01 as of November 3, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated November 4, 2021, and (iii) the Merger Consideration of $21.00 per share.

Selected Transaction Multiples Analysis. Using publicly available information, J.P. Morgan examined the May 2018 acquisition (the “Gramercy Acquisition”) by The Blackstone Group LP (“Blackstone”) of Gramercy Property Trust (“Gramercy”), a target company engaged in a business which J.P. Morgan judged to be sufficiently analogous to the business of Monmouth or aspects thereof. Neither Blackstone nor Gramercy is identical to ILPT or Monmouth and the Gramercy Acquisition is not identical to the Merger. However, the Gramercy Acquisition was selected, among other reasons, since Gramercy, for purpose of J.P. Morgan’s analysis, shares similar business characteristics with Monmouth based on business sector participation, operational characteristics, and financial metrics. This analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the Gramercy Acquisition as compared to the Merger.

Using publicly available information, J.P. Morgan calculated the ratio of Gramercy’s in-place cash net operating income for the forward twelve month period to the implied real estate value of the Gramercy Acquisition based on company filings, information obtained from FactSet Research Systems and public news sources, indicating an Implied Capitalization Rate of 6.1%. After applying such rate to Monmouth’s forward cash net operating income, inclusive of estimated income from in-contract acquisitions and currently in-progress expansion projects, this analysis indicated an implied per share equity value (rounded to the nearest $0.25) of $12.00 for Monmouth Common Stock.

The estimate of implied per share equity value for Monmouth Common Stock was compared to (i) the 30-day unaffected volume-weighted average price of a share of Monmouth Common Stock of $15.43 as of the Unaffected Date, (ii) the closing price of a share of Monmouth Common Stock of $19.01 as of November 3, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated November 4, 2021, and (iii) the Merger Consideration of $21.00 per share.

Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for Monmouth Common Stock. J.P. Morgan calculated the unlevered free cash flows that Monmouth is expected to generate during calendar years 2021E through 2026E based upon the financial projections prepared by Monmouth’s management (as set forth below in the section entitled “The Merger—Summary of Certain Monmouth Unaudited Prospective Financial Information”, which was discussed with, and approved by, Monmouth’s board of directors for use by J.P. Morgan in connection with its financial analyses). J.P. Morgan also calculated a range of terminal values for Monmouth at the end of this period by applying perpetual growth rates ranging from 1.75% to 2.25%, based on guidance provided by Monmouth’s management, to estimates of the net operating income for Monmouth at the end of fiscal-year 2026E, as provided in the Monmouth management projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of September 30, 2021 using discount rates ranging from 6.50% to 7.00% for Monmouth, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Monmouth. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting net debt and other adjustments for Monmouth as of September 30, 2021.

Based on the foregoing, this analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for Monmouth Common Stock:

The range of implied per share equity values for Monmouth Common Stock was compared to (i) the 30-day unaffected volume-weighted average price of a share of Monmouth Common Stock of $15.43 as of the Unaffected Date, (ii) the closing price of a share of Monmouth Common Stock of $19.01 as of November 3, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated November 4, 2021, and (iii) the Merger Consideration of $21.00 per share.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Monmouth. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary are identical to Monmouth, and the Gramercy Acquisition, the selected transaction reviewed as described in the above summary, was not identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with

operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Monmouth. The Gramercy Acquisition was similarly chosen because its participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Monmouth and the Gramercy Acquisition compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Monmouth with respect to the Merger and deliver an opinion to Monmouth’s board of directors with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Monmouth and the industries in which it operates.

For financial advisory services rendered in connection with the Merger, Monmouth has agreed to pay J.P. Morgan an estimated fee of approximately $17 million, $4.5 million of which became payable to J.P. Morgan when J.P. Morgan delivered prior opinions in connection with the now-terminated transaction with EQC to Monmouth’s board of directors, $1.5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion to Monmouth’s board of directors on November 4, 2021 and the remainder of which is contingent and payable upon the consummation of the Merger. In addition, Monmouth has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the reasonable fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Monmouth (except for acting as joint lead arranger and joint lead bookrunner on a Monmouth credit facility in November 2019), or any material financial advisory or other material commercial or investment banking relationships with ILPT or The RMR Group LLC (“RMR”), ILPT’s business manager. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common shares of each of Monmouth and ILPT. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Monmouth or ILPT for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments. During the two year period preceding the date of its opinion ending on November 4, 2021, the aggregate fees recognized by J.P. Morgan from Monmouth were approximately $5 million and from ILPT and RMR were less than $50,000.

CSCA was engaged by Monmouth to serve as a financial advisor in connection with the Merger. On November 4, 2021, CSCA rendered its oral opinion (which was subsequently confirmed in writing by delivery of CSCA’s written opinion dated November 4, 2021) to Monmouth’s board of directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Merger Consideration to be received by the holders of Monmouth Common Stock was fair, from a financial point of view, to Monmouth’s common shareholders.

The full text of CSCA’s written opinion, dated as of November 4, 2021, is attached as Annex C to this proxy statement. CSCA’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by CSCA in rendering its opinion. You are encouraged to read CSCA’s opinion carefully in its entirety. The following is a summary of CSCA’s opinion and the methodology that CSCA used to render its opinion. This summary is qualified in its entirety by reference to the full text of CSCA’s opinion.

CSCA’s opinion, the issuance of which was approved by CSCA’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, is addressed to Monmouth’s board of directors and addresses only the fairness, from a financial point of view, to the holders of shares of Monmouth Common Stock of the Merger Consideration to be received by the holders of shares of Monmouth Common Stock in the Merger.

In arriving at its opinion, CSCA reviewed and considered such financial and other matters as CSCA deemed relevant and appropriate under the circumstances. CSCA’s procedures, investigations, and financial analysis with respect to the preparation of its opinion included, among other things, the following:

For purposes of rendering its opinion, CSCA assumed, without independently verifying or confirming, at the direction of Monmouth, that the terms of the Merger will conform in all material respects with those set forth in the Merger Agreement and the disclosure schedules thereto. CSCA also assumed that the Merger Agreement and any disclosure schedules thereto provided to it in draft form would ultimately be executed in final form consistent in all material respects with the most recent drafts provided and that the Merger and all related transactions described in or contemplated by the Merger Agreement and the disclosure schedules thereto occur in all material respects as described in and contemplated by such documents. CSCA also assumed in all respects material to its analyses that the representations and warranties of the parties to any agreement entered into in connection with the Merger would be true and correct, that the parties to such agreements would perform all of the covenants and agreements required to be performed by it under such agreements, and that all conditions to the consummation of the Merger would be satisfied without any material modification or waiver thereof. CSCA also assumed that all governmental, regulatory and other consents and approvals contemplated by the Merger would be obtained and that in the course of obtaining any of those consents, no restrictions or conditions (including any divestiture requirements) would be imposed or waivers made that would have an adverse effect on any of Monmouth, Merger Sub, or ILPT or the contemplated Merger, except as provided in the Merger Agreement or the disclosure schedules thereto.

For purposes of its opinion, CSCA, with Monmouth’s board of directors’ consent, assumed and relied upon, without independent verification, and was advised by management of Monmouth as to, the accuracy and

completeness of all projections provided by management of Monmouth and all financial and other information publicly available to, furnished to, or otherwise made available to or discussed with CSCA including, without limitation, the items listed above as reviewed by and/or discussed with CSCA and the financial statements and forecasts as provided by management of Monmouth. With respect to financial information, at Monmouth’s direction, CSCA assumed without independent verification that (i) such financial information, projections and other information were reasonably prepared on a basis that reflected the best currently available estimates and good faith judgments of the management of Monmouth, (ii) such financial information and projections were a reasonable basis to evaluate Monmouth, and at the direction of Monmouth, CSCA relied upon such financial information and projections for purposes of its analyses and its opinion and (iii) there had been no material adverse change in the assets, financial condition, business or prospects of Monmouth. CSCA assumed no responsibility for and expressed no opinion as to the forecasts or the assumptions on which they were made. CSCA also assumed that as to all legal matters pertaining to Monmouth, Monmouth had been appropriately advised by Monmouth’s legal counsel.

CSCA was not engaged to, and therefore did not, independently verify the accuracy or completeness of any of the information provided to CSCA, nor did it express any opinion with respect thereto. CSCA relied upon the assurances of the management of Monmouth that management is not aware of any information or facts that would make the information provided or otherwise made available to CSCA incomplete, materially inaccurate, or misleading. CSCA did not perform any independent evaluation, valuation, audit or appraisal of assets or liabilities (contingent or otherwise, including contractual rights or obligations), or physical inspection of any assets, of Monmouth, and CSCA did not attempt to assess or value any of the intangible assets of Monmouth; nor did CSCA obtain nor was CSCA furnished with any such valuations, audits or appraisals. In addition, CSCA did not evaluate, or obtain the evaluations of, the solvency or fair value of Monmouth under any state or federal laws relating to bankruptcy, insolvency, or similar matters. CSCA expressed no opinion as to the prices at which shares of Monmouth Common Stock would trade following the announcement of the Merger.

For the purposes of its analyses and review, CSCA made numerous assumptions based on its judgment and experience and without seeking independent verification with respect to industry performance, general business, economic, market and financial conditions and other matters, any of which are beyond the control of Monmouth or any other parties to the Merger Agreement. The analyses performed by CSCA are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses.

CSCA did not express any opinion with respect to any alternatives to the Merger or other strategic alternatives that may be available to Monmouth or otherwise. CSCA’s opinion also did not address the merits of the underlying decision by Monmouth to engage in the Merger or the manner in which to effect the Merger or the relative merits of its decision not to proceed with any alternative strategies or transactions that may be available to Monmouth. Further, CSCA was not engaged to, and did not, independently assess or consider, and its opinion does not address, any tax, regulatory, legal, and accounting matters relating to the Merger Agreement and the disclosure schedules thereto, the Merger, or the consequences of the Merger on Monmouth, or any shareholder of Monmouth.

CSCA’s opinion was limited to the fairness, from a financial point of view, to the holders of shares of Monmouth Common Stock of the Merger Consideration to be received by the holders of shares of Monmouth Common Stock in the Merger and no opinion or view was expressed by CSCA with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed by CSCA with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officer, director, or employee of any party to the Merger, or class of such persons, relative to the consideration to be received by the holders of shares of Monmouth Common Stock.

CSCA’s opinion was necessarily based on CSCA’s assessment of economic, market, financial, regulatory and other conditions and circumstances as they existed as the date of its opinion, November 4, 2021, and which could be evaluated, and the information made available to CSCA, on and as of the date of the opinion. CSCA does not have any obligation and accepted no responsibility to update, revise, or reaffirm its opinion for subsequent developments which may affect its opinion and it expressly disclaimed any responsibility to do so. CSCA is not required to update its opinion as a consequence of any changes in projections, financial information, Monmouth’s performance, or other circumstances.

In arriving at its opinion, CSCA did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses performed and factors considered by it and in the context of the circumstances of the particular transaction. Accordingly, CSCA believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses. The following is a summary of the material financial analyses used by CSCA in preparing its opinion to Monmouth’s board of directors. The summary of CSCA’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying its opinion.

For the purposes of its analyses and review, CSCA made numerous assumptions based on various quantitative and qualitative judgments and determinations, and without seeking independent verification, with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Monmouth or any other parties to the Merger and the other transactions contemplated by the Merger Agreement and the adaptation and application of these methods to the unique facts and circumstances presented. No company, business, or transaction considered in CSCA’s analyses and review is identical to Monmouth or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions considered in CSCA’s analyses and reviews. None of Monmouth, CSCA, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses, or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, CSCA’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. In order to fully understand the financial analyses and reviews used by CSCA, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of CSCA’s analyses and reviews. Accordingly, CSCA believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying CSCA’s analyses and opinion.

The following is a summary of the material financial analyses performed by CSCA in connection with the preparation of its opinion and reviewed with Monmouth’s board of directors on November 4, 2021. The order of the analyses does not represent relative importance or weight given to those analyses by CSCA.

For the purposes of each of the following analyses, CSCA compared the results of each analysis to the Merger Consideration to be received by holders of shares of Monmouth Common Stock in the Merger.

Selected Comparable Companies Analysis. CSCA performed a selected comparable companies analysis with respect to Monmouth in which CSCA reviewed and compared financial and operating data relating to Monmouth and the selected publicly-traded companies listed below.

In performing the selected comparable companies analysis with respect to Monmouth, CSCA reviewed financial and operating data for publicly-traded, internally-managed REITs with significant concentrations of single-tenant industrial properties that CSCA, based on its experience in the REIT industry, deemed comparable to Monmouth (the “Industrial Peer Group”).

The selected comparable companies with respect to Monmouth were:

CSCA calculated and compared various financial multiples and ratios for Monmouth and the Industrial Peer Group. CSCA noted that while the selected comparable companies included in the Industrial Peer Group shared similar attributes, none were directly comparable to Monmouth, and other companies might be considered as comparable that are not set forth in the discussion that follows.

As part of its selected comparable company analysis, CSCA calculated and analyzed for each applicable company: (i) the implied cash capitalization rate for the Industrial Peer Group (“Implied Cash Capitalization Rate”) utilizing cash net operating income (“NOI”) as reported by the Industrial Peer Group; (ii) the ratio of its price per share as of November 3, 2021 to its calendar year 2022 estimated FFO per share based on consensus analyst estimates available to CSCA (“Price / CY 2022E FFO”); (iii) the ratio of its price per share as of November 3, 2021 to its calendar year 2022 estimated AFFO per share based on consensus analyst estimates available to CSCA (“Price / CY 2022E AFFO”); and (iv) the implied applicable premium or discount to NAV based on consensus analyst estimates available to CSCA (“Prem/(Disc.) to NAV”).

Based on this analysis, CSCA noted the following metrics for the Industrial Peer Group:

CSCA applied the Industrial Peer Group’s metrics to the corresponding metrics of Monmouth to calculate the implied equity value per share.

CSCA then compared the implied equity values per share for Monmouth to the Merger Consideration.

CSCA noted that on the basis of the selected comparable companies analysis, the Merger Consideration was within the range of the Monmouth implied equity values per share.

Selected Precedent Transactions Analysis. CSCA reviewed and compared the purchase prices and financial multiples paid in selected other transactions that CSCA, based on its experience with merger and acquisition transactions, deemed relevant. CSCA chose such transactions with a focus on U.S. target companies based on, among other things, the similarity of the applicable target companies in the transactions to Monmouth including, but not limited to, concentrations of single-tenant industrial or other analogous assets. CSCA reviewed the following transactions:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of each of Monmouth and the companies included in the selected precedent transaction analysis. CSCA noted that based on certain attributes, including the ownership of single-tenant assets and certain similar operating markets, Industrial Income Trust Inc. (“IIT”) and WPT Industrial REIT (“WPT”) may be considered comparable to Monmouth, whereas based on certain other attributes including, but not limited to, the ownership of multi-tenant assets and in-house development functions, IIT and WPT may not be considered comparable to Monmouth. Although none of the selected transactions is directly comparable to the Merger and while there may be other precedent transactions that may be considered comparable, the target companies in the selected transactions were companies that, for purposes of analysis, may be considered similar to Monmouth.

Accordingly, for the above selected transactions, based on information from public filings and FactSet that CSCA, in its judgment, determined were relevant, CSCA calculated and reviewed the implied cash capitalization rates paid in such transactions. The following table sets forth the results of such analysis:

CSCA applied the range of implied cash capitalization rates from the selected precedent transactions to Monmouth’s pro forma cash NOI to calculate the range of implied gross real estate values. To determine the implied equity values for Monmouth, CSCA added certain tangible assets and subtracted certain tangible liabilities, each based on information provided by Monmouth management. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for Monmouth to the Merger Consideration.

CSCA noted that on the basis of the selected precedent transactions analysis, the Merger Consideration was within the range of the Monmouth implied equity values per share.

Capitalization Rate Valuation Analysis. In performing the capitalization rate valuation analysis with respect to Monmouth, CSCA utilized a range of property-level cash capitalization rates selected by CSCA and informed from a variety of sources including, but not limited to, the Industrial Peer Group, precedent transactions and industry research, among other sources. An estimated range of real estate values was calculated by applying a range of cash capitalization rates from 4.50% to 5.25% to Monmouth’s pro forma cash NOI, as provided by

Monmouth management. To determine the implied equity values for Monmouth, CSCA added certain tangible assets and subtracted certain tangible liabilities, each based on information provided by Monmouth management. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for Monmouth to the Merger Consideration.

CSCA noted that on the basis of the capitalization rate valuation analysis, the Merger Consideration was within the range of the Monmouth implied equity values per share.

Premiums Paid Analysis. CSCA analyzed publicly available financial data for the selected transactions set forth in the table below involving selected publicly-traded companies in the REIT industry.

For each of the transactions, CSCA reviewed, among other things, the ratio of the target company’s share premium or discount to the closing stock price as of (i) one day, (ii) five days, (iii) two weeks, and (iv) 30 days prior to the date each transaction was announced or a news report, management commentary, public filing, or other public disclosure regarding such transaction occurred.

CSCA then calculated the 25th percentile, median, mean, and 75th percentile of the premiums paid for each respective time period.

CSCA then applied the range of premiums/discounts of the comparable transactions to the closing stock price of a share of Monmouth Common Stock through the Unaffected Date. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for Monmouth to the Merger Consideration.

CSCA noted that on the basis of the premiums paid analysis, the Merger Consideration was above the range of the Monmouth implied equity values per share.

Discounted Cash Flow Analysis. CSCA performed a discounted cash flow analysis with respect to Monmouth by calculating the estimated present value as of September 30, 2021 of (i) estimates of unlevered free cash flow for Monmouth from October 1, 2021 through December 31, 2026, as reflected in Monmouth management forecasts described under “The Merger—Summary of Certain Monmouth Unaudited Prospective Financial Information—Monmouth Multi-Year Projected Cash Flows” and (ii) a range of terminal values of Monmouth based on annualized EBITDA excluding dividend and interest income and straight-line rent as of December 2026, all of which were discussed with, and approved by, Monmouth for use by CSCA in its analysis. For purposes of its analysis, CSCA utilized a range of discount rates from 6.00% to 6.50%, which CSCA derived utilizing the capital asset pricing model which requires certain company-specific inputs, including Monmouth’s capital structure weightings, the cost of long-term debt, and a beta for Monmouth, as well as certain financial metrics for the United States financial markets generally. The estimated terminal value of Monmouth was calculated by applying a selected range of EBITDA multiples of 20.0x to 23.0x, selected by CSCA based in part on the historical EBITDA trading multiples of the Industrial Peer Group and in part on CSCA’s professional judgment.

CSCA derived ranges of illustrative enterprise values for Monmouth by adding the ranges of present values it derived as described above. The range of resulting enterprise values CSCA derived for Monmouth were then adjusted for balance sheet items, including subtracting net debt (defined as debt less cash), adding securities holdings and subtracting preferred equity, to calculate implied equity values per share. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for Monmouth to the Merger Consideration.

CSCA noted that on the basis of the discounted cash flow analysis, the Merger Consideration was above the range of the Monmouth implied equity values per share.

Other Factors. CSCA also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the Historical Trading Analysis described below.

Historical Trading Analysis. CSCA reviewed historical trading prices of a share of Monmouth Common Stock for the 52-week period ended as of the Unaffected Date, noting the range of low to high closing prices of $8.97 to $17.10. CSCA also noted that over the 12-month and 6-month periods up to the Unaffected Date, shares of Monmouth Common Stock traded at volume weighted average prices of $13.81 and $14.59, respectively. CSCA further noted that following the Unaffected Date, through November 3, 2021, shares of Monmouth Common Stock traded within a range of low to high closing prices of $16.23 to $19.65.

General. The Merger Consideration was determined through arm’s-length negotiations between Monmouth and ILPT and was approved by Monmouth’s board of directors. CSCA provided advice to Monmouth during these negotiations. CSCA did not, however, recommend any specific merger consideration to Monmouth or its board of directors or that any specific merger consideration constituted the only appropriate consideration for the Merger.

As described above, CSCA’s opinion to Monmouth’s board of directors was one of many factors taken into consideration by Monmouth’s board of directors in making its determination to approve the Merger Agreement.

CSCA is a recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes from which conflicting interest or duties, or a perception thereof, may arise. CSCA was selected to advise Monmouth with respect to the Merger and deliver an opinion to Monmouth’s board of directors with respect to the Merger on the basis of, among other things, CSCA’s substantial experience in the REIT industry and Monmouth’s long-standing relationship with CSCA.

CSCA is acting as non-exclusive financial advisor to Monmouth in connection with the Merger and will receive a non-contingent fee from Monmouth for its services of $1.0 million which became payable upon the delivery of CSCA’s opinion (in addition to the $2.0 million of fees paid to CSCA for the delivery of CSCA’s prior opinions in connection with the now-terminated transaction with EQC). In addition, Monmouth has agreed to reimburse CSCA for certain reasonable out-of-pocket expenses and indemnify CSCA for certain liabilities that may arise out of its engagement by Monmouth and the rendering of CSCA’s opinion. Pursuant to the terms of the engagement, CSCA may be paid additional fees at CSCA’s standard hourly rates for any time incurred should CSCA be called upon to support its findings or provide further services related to its opinion subsequent to the delivery of its opinion. CSCA will also receive a success fee, which is contingent upon the consummation of the Merger, equal to 0.70% of the transaction value, which is estimated to be approximately $14.5 million. The prior opinion fees paid to CSCA will be fully credited against the success fee, and the opinion fee with respect to this transaction will be 50% credited against the success fee. Pursuant to a separate advisory agreement with

Monmouth dated December 8, 2020, CSCA has received and will receive quarterly advisory fees from Monmouth until such agreement is terminated. In the two years preceding the date of its opinion, CSCA has provided certain financial advisory services for Monmouth, having received approximately $2.2 million for such services. In the two years preceding the date of its opinion, CSCA has not provided any investment banking or advisory services to ILPT or RMR. CSCA may in the future provide investment banking and advisory services to ILPT or RMR for which it may receive customary fees and reimbursement of expenses.

While Monmouth has from time to time provided limited guidance to investors in its regular earnings press releases and other investor materials with respect to certain financial results and operational metrics for the then-current fiscal year, Monmouth has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or results of operations due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the evaluation of the now-terminated transaction with EQC, prior to the execution of the merger agreement for such transaction, Monmouth management prepared and provided to Monmouth’s board of directors, and to Monmouth’s financial advisors, J.P. Morgan and CSCA, for their use and reliance in connection with their respective financial analyses and opinions in connection with the now-terminated transaction with EQC, certain nonpublic, internal financial projections regarding Monmouth’s future operations for the fiscal years ending September 30, 2021, September 30, 2022, September 30, 2023, September 30, 2024, and September 30, 2025, and for the calendar years ending December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025 (the “prior Monmouth multi-year projected financial information”). In connection with the evaluation of the Merger, prior to the execution of the Merger Agreement, Monmouth management extended the prior Monmouth multi-year projected financial information to the fiscal year ending September 30, 2026 and the calendar year ending December 31, 2026 and revised the projected financial information to reflect certain updated assumptions for such financial projections as a result of the passage of time since the preparation of the prior Monmouth multi-year projected financial information, including a delay in the pace of acquisitions, reduced capitalization rates on acquisitions, reduced financing costs, and elimination of new preferred equity issuance (such extended and updated projections, the “Monmouth multi-year projected financial information”) and provided the Monmouth multi-year projected financial information to Monmouth’s board of directors and to J.P. Morgan and CSCA, for their use and reliance in connection with their respective financial analyses and opinions in connection with the Merger. As described below, the Monmouth multi-year projected financial information was also made available to ILPT and its financial advisor, as well as certain other prospective counterparties who entered into a non-disclosure agreement as part of the process. For more information, see the section entitled “The Merger—Opinions of Monmouth’s Financial Advisors.” Monmouth has included below a summary of the Monmouth multi-year projected financial information for the purpose of providing shareholders and investors access to certain nonpublic information that was furnished to J.P. Morgan, CSCA and Monmouth’s board of directors in connection with the Merger. Such information may not be appropriate for other purposes, and is not included to influence your voting decision with respect to the proposals set forth in this proxy statement to be voted on by Monmouth shareholders. The inclusion of this summary should not be regarded as an indication that Monmouth management or anyone who received the Monmouth multi-year projected financial information then considered, or now considers, it to be a reliable prediction of future events, and the Monmouth multi-year projected financial information should not be relied upon as such. This information is not fact and readers of this proxy statement are cautioned not to place undue reliance on the Monmouth multi-year projected financial information.

The Monmouth multi-year projected financial information was not prepared with a view toward public disclosure, and does not necessarily comply with published guidelines established by the SEC or by the American Institute of Certified Public Accountants for preparation and presentations of financial projections, but in the view of Monmouth management, was prepared on a reasonable basis and reflects the assumptions and estimates available at the time the Monmouth multi-year projected financial information was prepared. The Monmouth multi-year projected financial information involves significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Monmouth’s historical GAAP financial statements. The Monmouth multi-year projected financial information included in this section of the proxy statement have been prepared by, and are the responsibility of, Monmouth management. Neither PKF O’Connor Davies, LLP (“PKF”), Monmouth’s independent registered public accounting firm, nor any other independent accountant has examined, compiled or performed any procedures with respect to the Monmouth multi-year

projected financial information or any assumptions underlying the Monmouth multi-year projected financial information and, accordingly, PKF does not express an opinion or any other form of assurance on the Monmouth multi-year projected financial information or its achievability, and assumes no responsibility for, and disclaims any association with respect to, the Monmouth multi-year projected financial information or the assumptions underlying the Monmouth multi-year projected financial information. The report of PKF contained in Monmouth’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, which is incorporated by reference into this proxy statement, relates to Monmouth’s historical financial information and does not extend to the Monmouth multi-year projected financial information or any other prospective financial information. Furthermore, the Monmouth multi-year projected financial information does not take into account any circumstances or events occurring after the date it was prepared.

While presented with numeric specificity, the Monmouth multi-year projected financial information was based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Monmouth’s business) that are inherently subjective and uncertain and are beyond the control of Monmouth management. Important factors that may affect actual results and cause the Monmouth multi-year projected financial information to not be achieved include, but are not limited to, risks and uncertainties relating to Monmouth’s business (including Monmouth’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business, economic, competitive, regulatory and financial market conditions and other factors described in the sections of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” and the risks described in the periodic reports filed by Monmouth with the SEC, which reports can be found as described under “Where You Can Find More Information.” The Monmouth multi-year projected financial information also reflects numerous variables, expectations and assumptions available at the time the Monmouth multi-year projected financial information was prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Monmouth multi-year projected financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized. Monmouth shareholders are urged to review the most recent SEC filings of Monmouth for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Monmouth’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, and subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The inclusion of a summary of the Monmouth multi-year projected financial information in this proxy statement should not be regarded as an indication that Monmouth or its officers, directors, affiliates, advisors or other representatives considered the Monmouth multi-year projected financial information to necessarily be predictive of actual future events, and the Monmouth multi-year projected financial information should not be relied upon as such nor should the information contained in the Monmouth multi-year projected financial information be considered appropriate for other purposes. None of Monmouth or its officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Monmouth multi-year projected financial information.

MONMOUTH DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE MONMOUTH MULTI-YEAR PROJECTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE MONMOUTH MULTI-YEAR PROJECTED FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE MONMOUTH MULTI-YEAR PROJECTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE. SINCE THE MONMOUTH MULTI-YEAR PROJECTED FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

Monmouth may calculate certain non-GAAP financial metrics, including NOI, EBITDA, FFO and AFFO (each as defined below), using methodologies different from those used by other companies. Consequently, the financial metrics presented in Monmouth’s prospective financial information disclosures and in the sections of this proxy statement with respect to the opinions of the financial advisors to Monmouth may not be directly comparable to those of other companies.

Monmouth has not made and makes no representation to any Monmouth shareholder in the Merger Agreement or otherwise concerning the Monmouth multi-year projected financial information or regarding Monmouth’s ultimate performance compared to the information contained in the Monmouth multi-year projected financial information or that the projected results will be achieved.

The following table sets forth selected unaudited prospective financial information representing Monmouth management’s evaluation of Monmouth’s estimated standalone future financial performance based on an internal financial model that Monmouth has historically used in connection with its annual budgeting and strategic planning process. The following Monmouth multi-year projected financial information was finalized on October 14, 2021. The Monmouth multi-year projected financial information was based on numerous variables and assumptions, including the variables and assumptions discussed above, as well as the following material assumptions: (1) Cash NOI, Adjusted EBITDA (ex. Interest/Dividend Income), FFO and AFFO per share (each as defined below) projections based on Monmouth’s business plan for 2022 through 2026; (2) acquisitions at initial cash capitalization rates of 4.5% to 5.9%; (3) general and administrative expense at approximately 5% of total income; (4) new debt issued at an interest rate ranging from approximately 1.6% to 2.75%; and (5) AFFO payout ratio at approximately 75% or higher. The Monmouth multi-year projected financial information does not give effect to the Merger. The Monmouth multi-year projected financial information was provided to Monmouth’s board of directors and to J.P. Morgan, CSCA, and ILPT, and a summary is presented in the following table, with all figures rounded to the nearest million, except per share data. Monmouth’s management directed J.P. Morgan and CSCA to use and rely upon the Monmouth multi-year projected financial information for purposes of their respective opinions and related financial analyses. For more information, see “The Merger— Background of the Merger.”

In addition to the Monmouth multi-year projected financial information described above, Monmouth management provided to J.P. Morgan and CSCA, for their use and reliance in connection with their respective financial analyses and opinions, unaudited unlevered free cash flow projections for Monmouth on a standalone basis for the three-months ending December 31, 2021, and for the calendar years ending December 31, 2022, December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026 (“Unlevered Free Cash Flow”). The Unlevered Free Cash Flow for Monmouth was arithmetically derived from the Monmouth multi-year projected financial information and approved by Monmouth for use by J.P. Morgan and CSCA.

The obligation of ILPT under the Merger Agreement to complete the Merger is not conditioned on ILPT’s obtaining funds or financing.

The funds required to consummate the transaction contemplated by the Merger Agreement (including the fees and expenses associated with the acquisition and financing) will be obtained by one or more of the following:

ILPT has represented in the Merger Agreement that the amounts committed under the Debt Commitment Letter, together with any alternative financing or equity financing and any other funds available to ILPT, will be sufficient to fund the payment of the Merger Consideration and the Preferred Stock Consideration, to repay existing debt of Monmouth or its subsidiaries and to pay fees and expenses in connection with the foregoing or the Merger.

Pursuant to the Debt Commitment Letter, certain lenders have committed to provide the Debt Financing to ILPT in the form of an up to $4.0 billion bridge loan. The joint lead arrangers and bookrunners for the Debt Financing are Citigroup Global Markets Inc. and UBS AG, Stamford Branch. The Debt Financing is contemplated to be secured by all or a portion of 101 industrial and logistical properties owned by subsidiaries of ILPT and the properties of Monmouth that are to be acquired pursuant to the Merger. The Debt Financing is subject to customary conditions precedent, including the consummation of the Merger in accordance with the terms and conditions set forth in the Merger Agreement.

ILPT cannot, without Monmouth’s prior written consent, permit or consent to any amendment, supplement or modification to the Debt Commitment Letter if it (i) decreases the aggregate amount of the Debt Financing (except to the extent ILPT has arranged alternative financing), (ii) could reasonably be expected to prevent, materially delay or materially impede the consummation of the Merger, (iii) materially and adversely impacts the ability of ILPT to enforce its rights against the other parties to the Debt Commitment Letter or (iv) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing.

Monmouth is required to use reasonable best efforts to provide customary cooperation to ILPT in connection with the Debt Financing, any alternative financing or equity financing, subject to certain limitations. See the section entitled “The Merger Agreement—Covenants and Agreements—Financing” for more information.

ILPT may pursue alternative options to finance all or a portion of the transactions contemplated by the Merger Agreement, including permanent financing and options to reduce the amount borrowed under Debt Financing through investments by equity partners or other debt financing. Any such alternative financing must provide for at least the same amount of funding as contemplated by the Debt Financing and must not be subject to any condition precedent materially less favorable than the conditions precedent contained in the Debt Commitment Letter and could not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by the Merger Agreement.

In considering the recommendation of Monmouth’s board of directors to approve the Merger, Monmouth’s shareholders should be aware that Monmouth’s directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Monmouth’s shareholders generally, including the receipt of consideration in exchange for cancellation of outstanding unvested equity awards, the receipt of contractual severance and/or transaction bonus payments by certain executive officers, and the right to continued indemnification and insurance coverage. Monmouth’s board of directors was aware of those interests and considered them, among other matters, in reaching its decision to approve the execution of the Merger Agreement and in making its recommendation that Monmouth’s common shareholders vote to approve the Merger. These interests include the interests described below in this section. The Merger and the other transactions contemplated by the Merger Agreement will constitute a “change in control,” “change of control” or term of similar meaning for purposes of Monmouth’s executive compensation arrangements, including the benefit plans and agreements described below.

The following table lists Monmouth’s directors and executive officers:

Except as otherwise specifically noted, for purposes of quantifying the potential payment and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.

The Merger Agreement provides that, at the Effective Time, each stock option issued pursuant to Monmouth’s equity incentive plan, whether vested or unvested, will be canceled and the holder thereof will become entitled to receive, in full satisfaction of the rights of such holder with respect to such stock option, an amount in cash equal to the excess of the Merger Consideration over the applicable per share exercise price of such stock option, multiplied by the number of shares of Monmouth Common Stock subject to such stock option, subject to any applicable withholding tax.

The Merger Agreement provides that, at the Effective Time, each unvested restricted stock award issued pursuant to Monmouth’s equity incentive plan will be canceled and the holder thereof will then become entitled to receive, in full satisfaction of the rights of such holder with respect to such award, an amount in cash equal to the Merger Consideration in respect of each restricted share covered by such restricted stock award, plus accumulated and unpaid dividends with respect to such stock award, subject to any applicable withholding tax.

See the section entitled “The Merger—Quantification of Payments and Benefits to Monmouth’s Executive Officers” for an estimate of the value of each of Monmouth’s named executive officer’s unvested equity awards. Based on the assumptions described above under “The Merger—Interests of Monmouth’s Executive Officers and Directors in the Merger—Certain Assumptions,” the estimated aggregate amounts that would become payable at the Effective Time to Monmouth’s ten non-employee directors in respect of their unvested restricted stock awards granted prior to the date of the Merger Agreement is $37,000.

For more information on the equity holdings of Monmouth’s directors and executive officers, see the table entitled “Security Ownership of Certain Beneficial Owners and Management.”

In connection with the Merger, Monmouth’s directors and officers will receive certain insurance and indemnification under the Merger Agreement. For specific terms thereof, see “The Merger Agreement—Employees, Directors, and Officers—Directors’ and Officers’ Indemnification and Insurance.”

Prior to the Closing, Monmouth may pay to each non-employee director a cash payment equal to the director fees that such non-employee director would have received for the period from the Closing through December 31, 2022 had the Closing not occurred. Based on the assumptions described above under “The Merger—Interests of Monmouth’s Executive Officers and Directors in the Merger—Certain Assumptions,” the aggregate amount of such cash payments for Monmouth’s ten non-employee directors would be $546,000.

In connection with the Merger, Monmouth intends to establish a cash retention program for employees in an aggregate amount that, taken together with any Closing director compensation payments (see “The Merger—Interests of Monmouth’s Executive Officers and Directors in the Merger—Director Arrangements” above), does not exceed $3 million to promote retention and to incentivize efforts to consummate the Merger (the “Transaction Success Program”). Awards under the Transaction Success Program will be allocated by Michael Landy or his designee and will vest upon the Effective Time, subject to the participant’s continued service with Monmouth through the Effective Time, and be paid within 30 days after the Effective Time. Employees will be eligible to receive awards under such program, but the recipients of such awards and their respective award amounts have not yet been determined as of the date of this proxy statement.

Monmouth is party to employment agreements with each of Eugene Landy, Michael Landy, and Kevin Miller that provide certain benefits upon termination of employment in connection with a change in control (which would include the Merger). It is expected that the employment of each of Eugene Landy, Michael Landy and Kevin Miller will terminate at the Effective Time and such termination will, in the case of Messrs. Landy, Landy, and Miller, entitle such executive officer to receive the change in control related severance benefits described below.

Eugene Landy. Upon any termination of Eugene Landy’s employment for any reason, Mr. Landy’s employment agreement provides for aggregate termination payments of $500,000, payable to Mr. Landy in installments of $100,000 per year for five years. In addition, upon the termination of Mr. Landy’s employment, following, or as a result of, certain types of transactions that lead to a significant increase in Monmouth’s market capitalization, the employment agreement provides that Mr. Landy is entitled to receive a grant of between 35,000 and 65,000 shares of Monmouth Common Stock, depending on the amount of the increase in Monmouth’s market capitalization. It has been determined that this provision will result in Mr. Landy receiving a grant of 50,000 shares of Monmouth Common Stock in connection with the termination of his employment as a result of the Merger. Such shares will be cancelled in the Merger in exchange for payment of the Merger Consideration. In addition, if Mr. Landy’s employment terminates following, or as a result of, any such transaction, his employment agreement provides that all of his outstanding options to purchase shares of Monmouth Common Stock will become immediately vested, and he will be entitled to continue to receive benefits under Monmouth’s health insurance and similar plans for one year. In the event of a change in control, Mr. Landy is also entitled to receive a lump sum payment of $2,500,000, provided that the sale price is at least $10 per share of Monmouth Common Stock. All compensatory payments are subject to applicable withholding tax.

Michael Landy. Upon a termination of Michael Landy’s employment without “cause” or by Mr. Landy for “good reason”, Mr. Landy’s employment agreement provides that his severance package will consist of his base salary as in effect immediately prior to his termination plus his Annual Cash Bonus Target (as defined in the employment agreement) for the remaining term of the agreement (inclusive of any renewals), plus the cost of medical, dental and/or vision benefit coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, also referred to as COBRA, for up to 18 months after his termination of employment for Mr. Landy (and his spouse and eligible dependents who were covered immediately prior to Mr. Landy’s termination of employment). The agreement further provides that if Mr. Landy remains employed through a “change of control”, his employment agreement is treated as automatically renewed for three years from the date of the change of control and if his employment with Monmouth is terminated either by Monmouth without “cause” or by Mr. Landy for “good reason”, within 18 months after a change of control, then, and in addition to the payments of base salary and Annual Cash Bonus Target, all of Mr. Landy’s unvested and outstanding equity awards will automatically vest effective immediately prior to such termination of employment. Mr. Landy is also entitled to a transaction bonus under the Transaction Success Program. All compensatory payments are subject to applicable withholding tax.

Kevin Miller. Upon a termination of Kevin Miller’s employment without “cause” or by Mr. Miller for “good reason”, Mr. Miller’s employment agreement provides that he will be entitled to the greater of the base

salary due under the remaining term of the agreement or one year’s base salary as of the date of termination, paid monthly over the remaining term of the agreement. In the event of a merger, sale or change of voting control (with certain limited exceptions), Mr. Miller has the right to extend and renew his employment agreement so that the expiration date will be three years from the date of the merger, sale or change of voting control. As a result of the Merger, Mr. Miller will be entitled to extend and renew his employment agreement. Following the Merger, if Mr. Miller’s employment were to terminate without cause or if he were to elect to terminate his employment for “good reason”, the termination of Mr. Miller’s employment would result in the payment of the aforementioned benefits. After the signing of the Merger Agreement, Monmouth amended and restated Mr. Miller’s employment agreement, which, among other things, provided that (i) Mr. Miller’s annual base salary for calendar year 2022 will be $700,000, (ii) a diminution or adverse change in Mr. Miller’s title, without his consent, will constitute “good reason”, and (iii) Mr. Miller’s severance benefits upon a qualifying termination will be equal to his base salary as in effect immediately prior to the qualifying termination of employment plus his annual target bonus for the greater of (x) the remainder of the term as extended above (but in no event greater than three years) and (y) one year, and the payment of the cost of COBRA benefits for up to 18 months. Mr. Miller is also entitled to a transaction bonus under the Transaction Success Program. All compensatory payments are subject to applicable withholding tax.

Each of Monmouth’s executive officers and employees, other than Eugene Landy, Michael Landy, and Kevin Miller, participates in the Change in Control Severance Plan that was adopted by Monmouth’s board of directors in January 2021 (the “CIC Plan”). Pursuant to the CIC Plan, upon a termination of employment without “cause” within twelve months following the Effective Time, each participating employee (including Messrs. Prashad and Molke, our two executive officers who participate in the CIC Plan) would be entitled to receive a lump-sum cash payment, net of applicable withholding tax, in an amount equal to two times the employee’s annual base salary and payment or reimbursement of premiums for healthcare continuation coverage under COBRA for such employee and such employee’s dependents for so long as they remain eligible for such coverage or until they obtain other healthcare coverage, if earlier. In the event it is not possible to provide COBRA coverage on a subsidized basis, the employee would receive a lump sum equal to the value of such subsidy, as reasonably determined, assuming that the applicable employee remained eligible for 18 months of COBRA coverage. The employee’s receipt of severance is subject to the execution and non-revocation of a general release of claims, and compliance with a customary non-disparagement covenant relating to the employer and its affiliates. It is expected that each of Monmouth’s employees will be terminated as of immediately after the Effective Time in a severance eligible manner, and as such, it is expected that each participant in the CIC Plan will be entitled to the severance benefits described above.

To the extent that any payments or benefits that Eugene Landy, Michael Landy and Kevin Miller are or become entitled to receive in connection with the Merger would constitute a “parachute payment” for purposes of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, Monmouth anticipates working with the applicable executive officer to mitigate such excise tax exposure (including, where appropriate, accelerating vesting and/or payments into 2021). And, if the tax exposure cannot be entirely mitigated, Monmouth expects that each such executive officer would either (i) accept the aggregate payments and benefits without any cutback and with the application of the excise tax or (ii) accept a lesser amount that would result in no portion of the aggregate payments and benefits being subject to the excise tax, whichever would result in the receipt by the executive officer of the greatest amount of aggregate payments and benefits on an after-tax basis.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation that may be paid or become payable to Monmouth’s five named executive officers that is based on or otherwise relates to the transactions contemplated under the Merger Agreement.

The amounts indicated below are estimates based on the material assumptions described below, which may or may not actually occur, and do not reflect compensation actions that could occur after the date of this proxy

statement and before the Closing. As a result, the actual amounts, if any, which may become payable to an executive officer may differ in material respects from the amounts set forth below. Furthermore, in accordance with Item 402(t) of Regulation S-K, for purposes of calculating such amounts, Monmouth has assumed:

Monmouth is unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the completion of the Merger, other than the acceptance for record of the articles of merger by the State Department of Assessments and Taxation of Maryland and certificate of merger by the Secretary of State of the State of Delaware, in each case with respect to the Merger. For further information regarding the timing of the closing of the Merger, see “The Merger Agreement—Form and Timing of the Merger.”

In connection with the Merger, Mr. Eugene W. Landy, the Chairman of Monmouth’s board of directors, and Mr. Michael P. Landy, Monmouth’s President and Chief Executive Officer, have entered into a voting agreement with ILPT pursuant to which, in their capacity as shareholders, they have agreed, subject to the terms and conditions of such voting agreement, to vote their shares of Monmouth Common Stock in favor of the Merger. The shares of Monmouth Common Stock subject to the voting agreement represent approximately 3% of the outstanding voting power of Monmouth Common Stock as of the record date for the Special Meeting.

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to holders of Monmouth Common Stock. The following discussion is based on the Code, U.S. Treasury Regulations promulgated thereunder, administrative rulings and published positions of the Internal Revenue Service (the “IRS”), and judicial decisions and interpretations of the foregoing, all as in effect as of the date of this proxy statement. These authorities are subject to differing interpretations and may change, possibly with retroactive effect, and any such differing interpretation or change could affect the accuracy of the statements and conclusions set forth herein. This discussion assumes that the Merger will be completed in accordance with the Merger Agreement and as further described in this proxy statement. This discussion is for general information purposes only, is not a complete description of all of the tax consequences of the Merger and, in particular, does not address any tax reporting requirements, tax consequences arising under the unearned Medicare contribution tax pursuant to the Health Care and Education Act of 2010, any considerations with respect to FATCA (which for this purpose means Sections 1471 through 1474 of the Code, the Treasury Regulations promulgated thereunder and any intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement) or any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax. In addition, this discussion is not binding on the IRS or any court, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any statement or conclusion set forth in this discussion.

The following discussion applies only to holders of Monmouth Common Stock who hold such stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Further,

this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws (such as, for example, banks and certain other financial institutions, tax-exempt organizations, partnerships, S corporations or other pass-through entities (or investors in partnerships, S corporations or other pass-through entities), regulated investment companies, controlled foreign corporations, passive foreign investment companies, real estate investment trusts, insurance companies, mutual funds, dealers or brokers in stocks and securities, commodities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, holders who are required to recognize income or gain no later than such income or gain is required to be reported on an applicable financial statement under Section 451(b) of the Code, holders subject to the alternative minimum tax provisions of the Code, “qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) or entities all of the interests in which are held by a qualified pension fund, “qualified shareholders” (within the meaning of Section 897(k)(3) of the Code) or investors therein, non-U.S. holders (as defined below) who hold, or have held at any time, directly, indirectly, or constructively, more than 10% of the Monmouth Common Stock outstanding (except to the extent specifically set forth below) or more than 10% of the Monmouth Preferred Stock outstanding, holders who acquired Monmouth Common Stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, holders who hold Monmouth Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, or U.S. expatriates).

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Monmouth Common Stock that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation, or entity treated as a corporation for U.S. federal income tax purposes, organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (as defined under the Code) have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a United States person for U.S. federal income tax purposes or (iv) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source. As used herein, the term “non-U.S. holder” means a beneficial owner of Monmouth Common Stock that is not a U.S. holder or an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds Monmouth Common Stock, the U.S. federal income tax treatment of such partnership or a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Monmouth Common Stock and any partners in such partnership are urged to consult their own tax advisors regarding the tax consequences of the Merger to their specific circumstances.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY, IS NOT TAX ADVICE, AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE MERGER. EACH HOLDER OF MONMOUTH COMMON STOCK SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO SUCH HOLDER’S PARTICULAR SITUATIONS AS WELL AS WITH RESPECT TO ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE, GIFT OR OTHER TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY, OR ANY CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION OR REGULATIONS.

For U.S. federal income tax purposes, the parties will treat the Merger as a taxable sale by Monmouth of all of Monmouth’s assets to ILPT in exchange for the Merger Consideration and the Preferred Stock Consideration, the assumption of all of Monmouth’s liabilities and any other applicable amounts, followed immediately by the distribution of such Merger Consideration and Preferred Stock Consideration (and any other applicable amounts) to the holders of equity interests in Monmouth in complete liquidation of Monmouth pursuant to Revenue Ruling 69-6, 1969-1 C.B. 104, Section 331(a) of the Code and Section 562(b)(1) of the Code. Because, as a REIT,

Monmouth is entitled to receive a deduction for liquidating distributions, and Monmouth anticipates that its deemed liquidating distribution will exceed its taxable income recognized as a result of the Merger (together with any other undistributed taxable income recognized in the taxable year of the Merger), Monmouth anticipates that it will not be subject to U.S. federal income tax on any gain recognized in connection with the Merger and the other transactions contemplated by the Merger Agreement.

The receipt of cash by U.S. holders in exchange for their Monmouth Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of Monmouth Common Stock that receives cash in exchange for its shares of Monmouth Common Stock in the Merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received (determined before the deduction of any applicable withholding taxes, as described below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger—Information Reporting and Backup Withholding”) and (2) the U.S. holder’s adjusted tax basis in such shares. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if such U.S. holder’s holding period in its Monmouth Common Stock surrendered in the Merger is more than one year as of the date of the Merger. Long-term capital gains of non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

If a U.S. holder acquired different blocks of Monmouth Common Stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of Monmouth Common Stock.

A U.S. holder who has held Monmouth Common Stock for six months or less at the time of the Merger, taking into account the holding period rules of Sections 246(c)(3) and (4) of the Code, and who recognizes a loss on the exchange of such Monmouth Common Stock in the Merger will generally be treated as recognizing a long-term capital loss to the extent of any capital gain dividends received from Monmouth, or such holder’s share of any designated retained capital gains, with respect to such Monmouth Common Stock.

A non-U.S. holder’s gain or loss from the Merger will generally be determined in the same manner as that of a U.S. holder. Subject to the discussion of backup withholding below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger—Information Reporting and Backup Withholding,” a non-U.S. holder generally should not be subject to U.S. federal income tax on the gain or loss from the receipt of the cash in exchange for Monmouth Common Stock pursuant to the Merger, except as described below.

Gain recognized by a non-U.S. holder upon a sale or exchange of shares of Monmouth Common Stock pursuant to the Merger generally will not be taxed under the Foreign Investment in Real Property Tax Act (“FIRPTA”) if Monmouth is a “domestically controlled qualified investment entity,” defined generally to include a REIT, less than 50% in value of the stock of which is and was held directly or indirectly by foreign persons at all times during a specified testing period (provided that, if any class of a REIT’s stock is regularly traded on an established securities market in the U.S., a person holding less than 5% of such class during the testing period is generally presumed not to be a foreign person, unless the REIT has actual knowledge otherwise). Monmouth believes that it is a “domestically controlled qualified investment entity,” and, therefore, assuming that Monmouth is a “domestically controlled qualified investment entity” at the Effective Time, that taxation under FIRPTA will not apply to the receipt of cash in exchange for shares of Monmouth Common Stock pursuant to the Merger.

If Monmouth does not qualify as a “domestically controlled qualified investment entity,” the tax consequences to a non-U.S. holder of an exchange of shares of Monmouth Common Stock for cash pursuant to the Merger will depend upon whether such stock is regularly traded on an established securities market in the United States and the amount of such stock that is held by the non-U.S. holder. Monmouth believes that Monmouth Common Stock is regularly traded on an established securities market in the United States within the meaning of FIRPTA and the applicable Treasury regulations. Therefore, a non-U.S. holder generally will not be subject to U.S. federal income tax under FIRPTA. Non-U.S. holders should consult their own tax advisors regarding the particular tax consequences of the Merger to them, including the applicability of FIRPTA. In particular, a non-U.S. holder who has held more than 10% of Monmouth Common Stock at any time during the

one-year period ending on the date of the Merger or a non-U.S. holder who is a “qualified shareholder” (within the meaning of Section 897(k)(3) of the Code) is urged to consult its tax advisors concerning the tax consequences of the receipt of the Merger Consideration.

However, even if not subject to FIRPTA, gain recognized by a non-U.S. holder as a result of the Merger will be taxable to such holder if such gain is treated as effectively connected with the non-U.S. holder’s U.S. trade or business and, if required by an applicable income tax treaty as a condition for subjecting the non-U.S. holder to U.S. taxation on a net income basis, is attributable to a permanent establishment or fixed base that the non-U.S. holder maintains in the U.S. In this case, the same treatment that applies to U.S. holders with respect to the gain will generally apply to the non-U.S. holder, and a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain. In addition, any such gain will be taxable to a non-U.S. holder if the non-U.S. holder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year or maintains an office or a fixed place of business in the U.S. to which the gain is attributable. In such cases, a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) will apply to the nonresident alien individual’s capital gains, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax.

Holders may, under certain circumstances, be subject to information reporting and backup withholding (currently, at a rate of 24%) with respect to cash received pursuant to the Merger. Backup withholding will generally not apply, however, to a holder who (1) in the case of a U.S. holder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on a properly completed and duly executed IRS Form W-9, (2) in the case of a non-U.S. holder, furnishes a properly completed and duly executed, applicable IRS Form W-8, or (3) is otherwise exempt from backup withholding and complies with all applicable rules and certification requirements.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be claimed as a refund or a credit against such holder’s U.S. federal income tax liability (if any) provided the required information is furnished to the IRS on a timely basis.

This discussion of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of Monmouth Common Stock should consult their own tax advisors as to the specific tax consequences to them of the Merger, including the effect of any federal, state, local, non-U.S. and other tax laws.

The Merger Agreement permits Monmouth to declare and pay quarterly cash dividends on the outstanding shares of Monmouth Common Stock in an amount not exceeding $0.18 per share for each completed quarter until the consummation of the Merger, quarterly cash dividends on its outstanding Monmouth Preferred Stock in an amount equal to $0.3828125 per share, and distributions reasonably necessary for Monmouth to maintain its REIT status and avoid or reduce the imposition of any entity level income or excise tax under the Code (or applicable state law).

In the event that Monmouth declares or pays any dividend or other distribution that is reasonably necessary to maintain its REIT status and avoid or reduce the imposition of any entity level income or excise tax under the Code (or applicable state law) in excess of the permitted $0.18 per share of Monmouth Common Stock per quarter, such excess amount will reduce the Merger Consideration on a dollar-for-dollar basis.

After the Merger is completed, the shares of Monmouth Common Stock and Monmouth Preferred Stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.