MNR Mach Natural Resources LP

PROPOSAL NO. 4

ADVISORY VOTE ON THE DECLASSIFICATION OF THE BOARD

On December 29, 2020, Land & Buildings submitted a non-binding business proposal to the Company for approval by shareholders at the Annual Meeting to request the Board to take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis commencing at the next annual meeting of shareholders after the Annual Meeting.

Currently, the Board is divided into three classes, with directors serving staggered three-year terms. Land & Buildings believes that the election of directors is the most powerful way that shareholders can influence the strategic direction of a public company, and the annual election of all directors is critical to maintaining director and management accountability to shareholders and to good corporate governance in line with generally accepted best practices. Land & Buildings is submitting the Board Declassification Proposal because it believes that the classification of the Board is not in the best interests of the Company and its shareholders, and that the annual election of directors would serve to increase director and management accountability and improve overall corporate governance at the Company, which will in turn help incentivize the creation and protection of shareholder value at the Company. Accordingly, we are asking shareholders to vote in favor of the following resolution:

“RESOLVED, that the shareholders of Monmouth Real Estate Investment Corporation (the “Company”) request that the Board of Directors of the Company (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis commencing at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.”

This proposal is non-binding on the Company. If shareholders vote to approve this proposal at the Annual Meeting, however, we would expect the Company to seriously consider the views of its shareholders in determining whether to implement this proposal.

WE RECOMMEND YOU VOTE “FOR” this PROPOSAL using the enclosed gold proxy card.

VOTING AND PROXY PROCEDURES

Shareholders are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at Annual Meeting. Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, Land & Buildings believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR ALL the Nominees, FOR the ratification of PKF O’Connor Davies, LLP as the Company’s registered public accounting firm for the fiscal year ending September 30, 2021, [FOR/AGAINST/ABSTAIN] on the approval of the non-binding advisory resolution on the compensation of the Company’s executive officers for the fiscal year ended September 30, 2020, and FOR the non-binding proposal to request that the Board declassify the Board, as described herein, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

According to the Company’s proxy statement for the Annual Meeting, the current Board intends to nominate four candidates for election as directors at the Annual Meeting. This Proxy Statement is soliciting proxies to elect only our Nominees. Accordingly, the enclosed GOLD proxy card may only be voted for our Nominees and does not confer voting power with respect to the Company’s nominees.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. For the Annual Meeting, shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting, present in person or by proxy, shall constitute a quorum.

Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” results when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules, does not have discretionary authority to vote on a matter.

If you are a stockholder of record, you must vote by Internet or vote by telephone, deliver your vote by mail, or attend the Annual Meeting in person and vote in order to be counted in the determination of a quorum.

If your shares of Common Stock are held in the name of your broker, a bank or other nominee, that party will give you instructions for voting your shares. If you do not give instructions to your bank or brokerage firm, it will not be allowed to vote your shares of Common Stock with respect to any of the proposals to be presented at the Annual Meeting. In the absence of voting instructions, shares of Common Stock subject to such so-called broker non-votes will not be counted as voted on those proposals and so will have no effect on the vote. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a plurality vote standard for director elections. The four directors receiving the highest number of affirmative votes will be elected as directors of the Company. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the Nominees.

Ratification of Appointment of Independent Registered Public Accounting Firm ─ According to the Company’s proxy statement, a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, is required to ratify the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021. Abstentions and broker non-votes are not considered votes cast, and will have no effect on the vote for this proposal.

Advisory Resolution to Approve Executive Compensation ─ According to the Company’s proxy statement, the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting will be required to approve the advisory resolution on executive compensation. Abstentions and broker non-votes are not considered votes cast, and will have no effect on the vote for this proposal.

Non-Binding Proposal to Declassify the Board ─ Although the vote is non-binding, assuming that a quorum is present, the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting will be required to approve the Board Declassification Proposal. Abstentions and broker non-votes are not considered votes cast, and will have no effect on the vote for this proposal.

Under applicable Maryland law, none of the holders of Common Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your GOLD proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Land & Buildings’ recommendations specified herein and in accordance with the discretion of the persons named on the GOLD proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

You may change your vote or revoke your proxy at any time prior to its exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy), by voting again by telephone or through the Internet, by delivering a written notice of revocation, or by signing and delivering a subsequently dated proxy which is properly completed. A written notice of revocation may be delivered either to Land & Buildings in care of Innisfree at the address set forth on the back cover of this Proxy Statement or to the Company at Bell Works, 101 Crawfords Corner Road, Suite 1405, Holmdel, New Jersey 07733 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Land & Buildings in care of Innisfree at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Innisfree may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR ALL OF THE NOMINEES, PLEASE FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR BY TELEPHONE ON THE ENCLOSED GOLD PROXY CARD. ALTERNATIVELY, IF YOU DO NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE TELEPHONE, PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Land & Buildings. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of Land & Buildings, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees.

Members of Land & Buildings have entered into an agreement with Innisfree for solicitation and advisory services in connection with this solicitation, for which Innisfree will receive a fee not to exceed $_______, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Innisfree will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Land & Buildings has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Land & Buildings will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Innisfree will employ approximately ___ persons to solicit shareholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Land & Buildings. Land & Buildings estimates that through the date hereof its expenses in furtherance of, or in connection with, this solicitation are approximately $_____. Costs of this solicitation of proxies are currently estimated to be up to $_______ (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). The actual amount could be higher or lower depending on the facts and circumstances arising in connection with the solicitation. Land & Buildings intends to seek reimbursement from the Company of all expenses it incurs in connection with this solicitation. Land & Buildings does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

ADDITIONAL PARTICIPANT INFORMATION

The participants in the solicitation are anticipated to be L&B Capital, a Delaware limited partnership, L&B Opportunity, a Delaware limited liability company, L&B GP, a Delaware limited partnership, L&B Management, a Delaware limited liability company, Mr. Litt and the other Nominees (each, a “Participant” and collectively, the “Participants”).

The address of the principal office of L&B Capital, L&B Opportunity, L&B GP, L&B Management and Mr. Litt is 1 Landmark Square, 7th Floor, Stamford, Connecticut 06901.

The principal business of each of L&B Capital and L&B Opportunity is serving as a private investment fund. The principal business of L&B GP is serving as the general partner of L&B Capital. The principal business of L&B Management is serving as the investment manager of each of L&B Capital and L&B Opportunity and as the investment advisor of the Managed Accounts. The principal occupation of Mr. Litt is serving as the Managing Principal of L&B Management.

As of the date hereof, L&B Capital directly owns 178,668 shares of Common Stock. As of the date hereof, L&B Opportunity directly owns 30,113 shares of Common Stock. As of the date hereof, 480,749 shares of Common Stock were held in the Managed Accounts. L&B GP, as the general partner of L&B Capital, may be deemed the beneficial owner of an aggregate of 178,668 shares of Common Stock owned by L&B Capital. L&B Management, as the investment manager of each of L&B Capital and L&B Opportunity, and as the investment advisor of the Managed Accounts, may be deemed the beneficial owner of an aggregate of 689,530 shares of Common Stock owned by L&B Capital and L&B Opportunity and held in the Managed Accounts. Mr. Litt, as the managing principal of L&B Management, which is the investment manager of each of L&B Capital and L&B Opportunity, and the investment advisor of the Managed Accounts, may be deemed the beneficial owner of an aggregate of 689,530 shares of Common Stock owned by L&B Capital and L&B Opportunity and held in the Managed Accounts.

The shares of Common Stock owned directly by L&B Capital and L&B Opportunity and held in the Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

For information regarding purchases and sales of securities of the Company during the past two years by each of the Participants, see Schedule I.

As disclosed elsewhere herein, each Participant may be deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 689,530 shares of Common Stock beneficially owned in the aggregate by all of the Participants. Each Participant disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own.

L&B Management, as the investment manager of L&B Capital and L&B Opportunity and the investment advisor of the Managed Accounts, is entitled to receive certain management fees and performance-related fees with respect to the shares of Common Stock owned by each of L&B Capital and L&B Opportunity and held in the Managed Accounts. Mr. Litt, as the Managing Principal of L&B Management, is entitled to receive certain management fees and performance-related fees paid to L&B Management with respect to the shares of Common Stock owned by each of L&B Capital and L&B Opportunity and held in the Managed Accounts.

Except as otherwise set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.