Amended and Restated Employment Agreement of Kevin Miller, Chief Financial Officer, Agreement, dated August 19, 2019

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

Amended and Restated

Employment Agreement of Kevin Miller Chief Financial Officer

AGREEMENT EFFECTIVE JANUARY 1, 2019

Corporation desires to employ Employee to the business of the Corporation and Employee desires to be so employed. The parties hereby amend and restate the Employment Agreement of Kevin Miller, which Employment Agreement was effective January 1, 2019, and agree as follows:

Restricted Stock Grant potential of 12,500 shares per year

Subject to the exceptions associated a “Change of Control”, Employee must be employed on each of the above dates in order for the Stock Grant associated with that date to vest as set forth herein.

In addition, bonuses may be paid at the discretion of the Compensation Committee of the Board of Directors or the President of the Corporation.

Employee shall be entitled to participate in the Corporation’s Stock Option Plan, including any grants of restricted stock and/or stock options, upon terms and conditions approved by the Corporation and subject to approval of the Stock Option Committee.

Corporation will reimburse Employee for reasonable and necessary expenses incurred by him in carrying out his duties under this Agreement. Employee shall present to the Corporation from time to time an itemized account of such expenses in such form as may be required by the Corporation.

Employee shall be entitled to take four (4) paid weeks of vacation per year and the same holidays as provided for the other members of the staff.

Employee, at his option, may participate in the 401-k plan of the Corporation, according to its terms.

Employee shall be entitled during the term of this Agreement to participate in all health and dental insurance and group life insurance benefit plans providing benefits generally applicable to the employees of the Corporation as may be modified from time to time.

This Employment Agreement may be terminated by the Corporation at any time by reason of the death or Disability (as defined herein) of Employee or for cause (“Cause”) pursuant to this paragraph 10, or for any reason other than discrimination or retaliation. The Agreement may be terminated by the Employee at any time for good reason (“Good Reason”) pursuant to this paragraph 10. Cause shall mean a termination of this Employment Agreement by reason of a good faith determination by a majority of the Board of Directors of the Corporation or the President of the Corporation that Employee, by engaging in fraud or willful misconduct, a) failed to substantially perform his duties with the Corporation (if not due to death or disability), or b) has engaged in conduct, the consequences of which are materially adverse to the Corporation, monetarily or otherwise. Disability shall mean a physical or mental illness which, in the judgment of the Corporation after consultation with the licensed physician attending the Employee, impairs the Employee’s ability to substantially perform his duties under this Employment Agreement as an employee, and as a result of which he shall have been absent from his duties with the Corporation on a full time basis for six (6) consecutive months. The termination provisions shall not, in any way, affect the disability benefits provided for in this Employment Agreement.

Good Reason shall mean the occurrence of any of the following, without Employee’s prior consent: (1) a material diminution in Employee’s responsibilities, duties or authority; (2) a material reduction in the Employee’s base salary; (3) Employee being required to work substantially at a location outside a fifty (50) mile radius from the Corporation’s current location; or (4) Corporation’s breach of this Agreement or any other material agreement between Corporation and Employee, provided, however, that none of the foregoing events or conditions will constitute Good Reason unless: (x) Employee provides Corporation with written objection to the event or condition within 90 days following the occurrence thereof, (y) the Corporation does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) Employee resigns his employment within 30 days following the expiration of that cure period.

It is expressly agreed by all parties to this Agreement that any dispute between the parties will be determined by binding arbitration performed under the rules of the American Arbitration Association. It is expressly agreed that in no event can the Employee seek damages exceeding one year’s base salary. This provision applies to any and all claims arising from Employee’s employment, except for matters solely and directly related to Workers Compensation Insurance.

The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend the Employee from any such lawsuits.

All notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or such other addresses as either may designate in writing to the other party:

This Agreement shall be construed and governed in accordance with the laws of the State of New Jersey.

This Agreement constitutes the entire understanding and agreement between the Corporation and Employee with regard to all matters herein. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This agreement may be amended only in writing signed by both parties hereto.

No provision of this Employment Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer may be specifically designated by the Board of Directors of the Corporation. No waiver by either party hereto at any time of any breach by the other party hereof, or compliance with, any condition or provision of this Employment Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

This Agreement shall be binding on the Corporation and any successor to any of its businesses or assets. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

The invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provisions herein contained. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability.

Headings used in this Employment Agreement are for convenience only and shall not be used to interpret its provisions.

IN WITNESS WHEREOF, Corporation has by its appropriate officers signed and affixed its seal and Employee has signed and sealed this Agreement.