THIS
    CERTIFICATE IS	 	SEE
    REVERSE FOR IMPORTANT NOTICE
	TRANSFERABLE
    IN THE CITY OF NEW YORK	 	ON
    TRANSFER RESTRICTIONS AND OTHER INFORMATION
	 	 	CUSIP
    609720 404


 


	NUMBER:
    *0* 	SHARES:
    *0*


 


MONMOUTH
REAL ESTATE INVESTMENT CORPORATION


a Corporation Formed Under the Laws of the State of Maryland


 


THIS
CERTIFIES THAT **SPECIMEN** is the owner of **ZERO** fully paid and nonassessable shares of 6.125% Series C
Cumulative Redeemable Preferred Stock, $0.01 par value per share, of


 


Monmouth
Real Estate Investment Corporation


 


(the
“Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws
of the Corporation and any amendments or supplements thereto. This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.


 


IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.


 


DATED:
**SPECIMEN** 


Countersigned
and Registered:


 


	American
    Stock Transfer &

 Trust Company, LLC Transfer
    Agent 	 	 	(SEAL)
	and
    Registrar 	 	Chief
    Executive Officer	 
	 	 	 	 
	By:		 		 
	 	Authorized
    Signature	 	Secretary	 


 




    	 



     

    

 


IMPORTANT
NOTICE


 


The
Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section
2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any
preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications,
and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation
is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between
the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences
of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by
reference to the Charter, a copy of which will be sent without charge to each stockholder who so requests. Such request must be
made to the Secretary of the Corporation at its principal office.


 


The
securities represented by this Certificate are subject to restrictions on ownership and Transfer for the purpose of the Corporation’s
maintenance of its status as a “Real Estate Investment Trust” under the Internal Revenue Code of 1986, as amended.
Except as otherwise provided pursuant to the Charter of the Corporation, no Person may Beneficially Own or Constructively Own
Equity Stock in excess of 9.8% (in value or in number of shares of Equity Stock, whichever is more restrictive) of the outstanding
Equity Stock of the Corporation, with further restrictions and exceptions set forth in the Charter of the Corporation. There may
be no Transfer that would cause a violation of the Ownership Limit, that would result in Equity Stock of the Corporation being
Beneficially Owned by fewer than 100 Persons, that would result in the Corporation’s being “closely held” under
Section 856(h) of the Code, or that would otherwise result in the Corporation failing to qualify as a REIT. Any Person who attempts
or proposes to own, Beneficially Own or Constructively Own Equity Stock in excess of, or in violation of, the above limitations
must notify the Corporation in writing at least 15 days prior to such proposed or attempted Transfer to such Person. If an attempt
is made to violate these restrictions on Transfers, (i) any Purported Transfer will be void and will not be recognized by the
Corporation, (ii) the Corporation will have the right to redeem the Stock proposed to be Transferred, and (iii) the Stock represented
hereby generally will be automatically converted into and exchanged for Excess Stock, which will be held in trust by the Trustee
in part for the benefit of a Charitable Beneficiary. All capitalized terms in this legend have the meanings defined in the Charter
of the Corporation, a copy of which, including the restrictions on ownership and Transfer, will be sent without charge to each
stockholder who directs a request for such information to the Chairman of the Board of the Corporation.


 


KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A


CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN
    COM 	- as
    tenants in common	UNIF GIFT MIN ACT__________
    Custodian _________
	TEN ENT 	- as tenants by
    the entireties	(Custodian)                           
    (Minor) 
	JT TEN 	- as joint tenants
    with right of	Under the Uniform Gifts to Minors Act of __________
	 	- survivorship and not as tenants
    in common (State)




 


FOR
VALUE RECEIVED,_____________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO ______________________


(PRINT
OR TYPE NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER 


 





IDENTIFYING
NUMBER, OF ASSIGNEE)



 


______________(_____________)
shares of stock of the Corporation represented by this Certificate and does hereby irrevocably constitute and appoint
________________ attorney to transfer the said shares on the books of the Corporation, with full power of substitution
in the premises.


 


Dated:
_______________________


 


	 	
		NOTICE:
    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
    WITHOUT ALTERATION OR ENLARGEMENT OR ANY OTHER CHANGE.