0000922907-09-000521 Sample Contracts

October 15, 2009 CSCA Capital Advisors, LLC
Placement Agent Agreement • October 15th, 2009 • Monmouth Real Estate Investment Corp • Real estate investment trusts

This letter (the “Agreement”) confirms our agreement to retain CSCA Capital Advisors, LLC (the “Placement Agent”) as our exclusive agent for a period commencing on the date of this letter and terminating on October 30, 2009, unless extended by the parties, to introduce Monmouth Real Estate Investment Corporation, a Maryland corporation (the “Company”), to certain investors as prospective purchasers (the “Offer”) of up to 1,800,000 shares (such number of shares actually sold, the “Securities”) of the Company’s Common Stock, par value $0.01 per share (the “Shares”). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing (as defined below) and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:

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FORM OF PURCHASE AGREEMENT
Purchase Agreement • October 15th, 2009 • Monmouth Real Estate Investment Corp • Real estate investment trusts • New York

2009, all incorporated by reference in the Registration Statement from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009; and (iii) the unaudited consolidated balance sheet at June 30, 2009, the unaudited consolidated statements of operations for the three-month and nine-month periods ended June 30, 2009, and the unaudited consolidated statement of cash flows for the nine-month period ended June 30, 2009, all incorporated by reference in the Registration Statement.

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