Monmouth Real Estate Investment Corporation

In any conflict between the interests of the General Partner's stockholders and the Limited Partners, the General Partner is permitted to resolve the conflict in favor of its stockholders, explicitly subordinating Limited Partner interests.

“for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders.”

Strategic Storage Advisor, LLC is both the Original Limited Partner of the operating partnership and the Advisor to the General Partner (Strategic Storage Trust, Inc.). It is expressly prohibited from exchanging its OP units while serving as Advisor, creating a structural related-party conflict where the advisor holds an equity stake in the operating entity it manages.

“Notwithstanding anything else in this Agreement to the contrary, Strategic Storage Advisor, LLC is prohibited from exchanging or otherwise transferring the Partnership Units purchased by it on August 24, 2007 for $200,000 cash, so long as it acting as the Advisor pursuant to the Advisory Agreement.”