Equity Commonwealth (EQC) 425Business combination disclosure

On May 4, 2021, Equity Commonwealth, which we refer to as EQC, and Monmouth Real Estate Investment Corporation, which we refer to as MNR, and EQC Maple Industrial LLC (f/k/a RS18 LLC), a subsidiary of EQC, which we refer to as Merger Sub, entered into an Agreement and Plan of Merger, which we refer to as the original merger agreement, pursuant to which EQC would acquire MNR through a merger of MNR with and into Merger Sub, which we refer to as the merger. The original merger agreement provided that, upon completion of the merger, MNR common shareholders would be entitled to receive 0.67 common shares of beneficial interest of EQC, which we refer to as EQC common shares, with cash paid in lieu of any fractional shares.

We are pleased to report that on August 15, 2021, EQC, MNR and Merger Sub entered into an Amended and Restated Agreement and Plan of Merger, which we refer to as the amended merger agreement. The amended merger agreement increases the merger consideration to $19.00 per share, a 6.4% premium over the previous all-stock offer based on EQC’s closing price on August 13, 2021 of $26.65. MNR shareholders will have the option to elect to receive, for each MNR common share, either (i) $19.00 of cash, or (ii) 0.713 EQC common shares (subject to the caps and pro-rations described below). Pursuant to the terms of the amended merger agreement, the aggregate cash consideration will be $641 million and the transaction will result in the issuance of 46.2 million EQC common shares.

The merger cannot be completed unless, among other matters, (i) EQC shareholders approve the issuance of EQC common shares in connection with the merger, which we refer to as the EQC Issuance Proposal, by the affirmative vote of at least a majority of the votes cast on the proposal, and (ii) MNR shareholders approve the merger and the transactions contemplated by the amended merger agreement, which we refer to as the MNR Merger Proposal, by the affirmative vote of at least two-thirds of the outstanding MNR common shares.

The EQC Board has unanimously (i) determined that the amended merger agreement and the merger, including the issuance of EQC common shares and the payment of cash consideration in connection with the merger, are advisable and in the best interests of EQC and its shareholders, (ii) authorized and approved the amended merger agreement, the merger and the other transactions contemplated by the amended merger agreement, including the issuance of EQC common shares and the payment of cash consideration in connection with the merger, and (iii) resolved to recommend approval of the issuance of EQC common shares in connection with the merger by the EQC shareholders and that such approval be submitted for consideration at the EQC special meeting. The EQC Board unanimously recommends that EQC shareholders vote FOR the EQC Issuance Proposal.

The MNR Board has unanimously (i) determined that the merger and the other transactions contemplated by the amended merger agreement are advisable and in the best interests of MNR, (ii) approved the amended merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein, and (iii) authorized the execution and delivery by MNR of the amended merger agreement. The MNR Board unanimously recommends that MNR shareholders vote FOR the MNR Merger Proposal.

The virtual special meetings of EQC shareholders and MNR shareholders previously scheduled to be held on August 24, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively, have been rescheduled for August 31, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively. The record date for each of the special meetings

EQC shareholders that previously voted “FOR” the EQC Issuance Proposal do not need to vote again unless they wish to change their vote. EQC shareholders that previously voted against or abstained on the EQC Issuance Proposal or that have not yet voted are strongly recommended to vote “FOR” the EQC Issuance Proposal on the WHITE proxy card.

MNR shareholders that previously voted “FOR” the MNR Merger Proposal do not need to vote again unless they wish to change their vote. MNR shareholders that previously voted against or abstained on the MNR Merger Proposal or that have not yet voted are strongly recommended to vote “FOR” the MNR Merger Proposal on the WHITE proxy card.

If you have any questions about this Amendment, the joint proxy statement/prospectus, the special meetings, the amended merger agreement or the merger or need assistance with voting procedures or, for MNR shareholders only, need assistance completing your election form, EQC shareholders may contact EQC’s proxy solicitor, D.F. King & Co., Inc., at (877) 783-5524 and MNR shareholders may contact MNR’s proxy solicitor, Okapi Partners LLC, at (877) 796-5274.

This amendment dated August 18, 2021 (this “Amendment”) should be read in conjunction with the joint proxy statement/prospectus dated July 23, 2021, which was first mailed to shareholders of Equity Commonwealth (“EQC”) and Monmouth Real Estate Investment Corporation (“MNR”) on or about July 26, 2021. This Amendment and the joint proxy statement/prospectus relate to the pending merger between EQC and MNR.

On August 15, 2021, EQC, MNR and EQC Maple Industrial LLC (f/k/a RS18 LLC), a subsidiary of EQC, entered into an Amended and Restated Agreement and Plan of Merger (as amended, the “Amended Merger Agreement”). Under the terms and subject to the conditions set forth in the Amended Merger Agreement, upon the closing of the merger (the “effective time”), each share of common stock, par value $0.01 per share, of MNR (each a “MNR common share”) that is issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive, at the election of the holder of such share, (i) $19.00 per share in cash, or (ii) 0.713 newly issued shares of EQC’s common shares of beneficial interest, par value $0.01 per share (the “EQC common shares”), subject in each case to pro rata cutbacks as described in this Amendment to the extent cash or stock is oversubscribed. The cash and EQC common shares to be received by MNR common shareholders in the merger, together with any cash paid in lieu of the issuance of fractional shares, are referred to collectively as the “common merger consideration.” The aggregate amount of cash to be paid to MNR common shareholders as part of the common merger consideration will be $641 million and the aggregate amount of EQC common shares to be issued to MNR common shareholders as part of the common merger consideration will be approximately 46.2 million shares. Any holder of MNR common shares who does not make a valid and timely election will be deemed to have made an election to receive EQC common shares as the common merger consideration with respect to all MNR common shares held by such holder.

The virtual special meetings of EQC shareholders and MNR shareholders previously scheduled to be held on August 24, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively, have been rescheduled for August 31, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively. MNR shareholders wishing to participate in the live webcast of the MNR Special Meeting must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m. Eastern Time, on August 30, 2021. EQC and MNR have each updated their proxy cards to reflect the new meeting date and an updated proxy card is enclosed with this Amendment.

If you have already voted, you do not need to take any action with respect to your vote unless you wish to revoke your proxy or change your vote. Proxy cards and voting instruction forms already returned will remain valid and shares represented thereby will be voted at the EQC special meeting or the MNR special meeting, as applicable, in accordance with your instructions unless revoked. If you have already voted and wish to change your vote, you should complete and submit a new proxy card or voting instruction form reflecting your vote. Whether or not you have already voted, you will separately receive an election form to indicate your choice of cash, stock or a combination of cash and stock as the common merger consideration.

If you have not yet voted, we urge you to submit a WHITE proxy card or voting instruction form to vote your shares as promptly as possible to ensure your shares are represented at the EQC Special Meeting or the MNR Special Meeting, as applicable. For specific instructions on how to submit a proxy to vote your shares, please review the applicable instructions that are set forth in the joint proxy statement/prospectus.

If you have any questions about the merger, how to submit your proxy, or for MNR shareholders, your election form, EQC shareholders may contact EQC’s proxy solicitor, D.F. King & Co., Inc., at (877) 783-5524 and MNR shareholders may contact MNR’s proxy solicitor, Okapi Partners LLC, at (877) 796-5274.

Except as described in this Amendment, the information provided in the joint proxy statement/prospectus dated July 23, 2021 previously mailed to EQC and MNR shareholders on or about July 26, 2021, continues to apply. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the joint proxy statement/prospectus. This Amendment and the documents referred to in this Amendment should be read in conjunction with the joint proxy statement/prospectus, the annexes to the joint proxy statement/prospectus and the documents referred to in the joint proxy statement/prospectus, each of which should be read in its entirety. To the extent that information in this Amendment differs from, updates or conflicts with information contained in the joint proxy statement/prospectus, the information in this Amendment supersedes the information in the joint proxy statement/prospectus. If you need another copy of the joint proxy statement/prospectus, please contact EQC’s proxy solicitor D.F. King & Co., Inc., at (877) 783-5524 or MNR’s proxy solicitor, Okapi Partners LLC, at (877) 796-5274. The joint proxy statement/prospectus may also be found on the Internet at www.sec.gov and on the websites of EQC and MNR, located at www.eqcre.com and www.mreic.reit, respectively.

This Amendment, together with a WHITE proxy card, is being distributed to EQC shareholders who are entitled to vote at the EQC Special Meeting.

This Amendment, together with a WHITE proxy card, is being distributed to MNR shareholders who are entitled to vote at the MNR Special Meeting. The MNR Board urges you to vote “FOR” the MNR Merger Proposal on the WHITE proxy card. You must vote your WHITE proxy card so that it is received by August 30, 2021. If you are a MNR shareholder, you will separately receive an election form solely for the purpose of electing cash, stock or a combination of cash and stock, as your consideration for your MNR shares in the merger with EQC.

As noted above, the virtual special meetings of EQC shareholders and MNR shareholders previously scheduled to be held on August 24, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively, have been rescheduled for August 31, 2021 at 10:00 a.m. and 11:00 a.m. Eastern Time, respectively. MNR shareholders wishing to participate in the live webcast of the MNR Special Meeting must pre-register at www.cesonlineservices.com/mnr21_vm by 11:00 a.m. Eastern Time, on August 30, 2021. EQC and MNR have each updated their proxy cards to reflect the new meeting date and an updated proxy card is enclosed with this amendment.

The exchange ratio of 0.713 in connection with the stock consideration will not be adjusted for changes in the market price of either EQC common shares or MNR common shares. Changes in the market price of EQC common shares prior to the closing of the merger will affect the market value of the stock consideration that the holders of MNR common shares, MNR options and MNR stock awards may receive upon completion of the merger. To the extent an MNR shareholder elects to receive cash consideration, in part or in whole, such election is subject to the proration adjustments and such shareholder may receive more EQC common shares than they elected. Unlike an all cash merger, the cash-stock election merger does not eliminate the risk of market price fluctuations on the value of the EQC common shares to be delivered in connection with the merger. Based on the closing price of EQC common shares on August 13, 2021 of $26.65, the last trading day before the amended merger agreement was entered into and publicly announced, the common merger consideration represents an implied value of $19.00 per share, and MNR shareholders would receive, subject to proration and adjustment, $19.00 in cash per MNR common share for which a cash election is made, and 0.713 EQC common shares for each MNR common share for which a stock election is made or deemed made.

While each MNR common shareholder and each holder of MNR restricted stock awards may elect to receive, in connection with the merger, cash consideration, stock consideration or a combination of cash and stock consideration, the total amount of cash to be paid to MNR common shareholders and holders of MNR restricted stock awards is fixed at $641 million. Accordingly, depending on the elections made by other MNR common shareholders and holders of MNR restricted stock awards, if a holder of MNR common shares elects to receive all cash in connection with the merger, such holder may nonetheless receive a portion of the common merger consideration in EQC common shares and if a holder of MNR common shares elects to receive all EQC common shares in connection with the merger, such holder may nonetheless receive a portion of the common merger consideration in cash. See “Updates to the Merger Agreement—Allocation of Common Merger Consideration and Illustrative Elections and Calculations” beginning on page 7 of this Amendment for more information. If a holder of MNR common shares or MNR restricted stock does not submit a properly completed and signed election form to the exchange agent by the election deadline, then such holder will be deemed to have elected to receive stock consideration. No fractional EQC common shares will be issued in the merger, and MNR common shareholders and holders of MNR restricted stock awards will receive cash in lieu of any fractional EQC common shares.

Following the delivery of a completed election form, which requires you tender your MNR common shares to the exchange agent, you will not be able to transfer such shares unless you revoke your election before the election deadline by providing written notice to the exchange agent. If you do not revoke your election before the election deadline, you will not be able to liquidate your investment in MNR common shares for any reason until you receive the common merger consideration.

The amended merger agreement provides for the combination of EQC and MNR, through the merger of MNR with and into Merger Sub, a subsidiary of EQC, with Merger Sub surviving the merger as the Surviving Entity, upon the terms and subject to the conditions set forth in the amended merger agreement. EQC, Merger Sub, and MNR are collectively referred to herein as the parties.

The amended merger agreement provides that the closing of the merger will take place at 10:00 a.m., New York City time, remotely by electronic exchange of documents and signatures on the sixth business day following the date on which the last of the conditions to closing of the merger have been satisfied or waived (other than conditions that by their terms cannot be satisfied until the closing of the merger; provided that closing of the merger will be subject to the satisfaction or waiver of those conditions), unless another time, date or place is agreed to by the parties in writing.

On the closing date of the merger, the parties will file duly executed articles of merger with the State Department of Assessments and Taxation of Maryland (the “SDAT”). The merger will become effective when the articles of merger are accepted for record by the SDAT or at such later date and time as may be agreed by the parties and specified in the articles of merger.

Notwithstanding anything contained in the immediately preceding paragraph to the contrary, if the product (which we refer to as the “total cash election amount”) of (i) the number of cash electing shares and (ii) the per share cash election consideration would exceed $641 million (which we refer to as the “maximum cash amount”), then each cash electing share will be converted into a right to receive:

Notwithstanding anything contained in the immediately preceding paragraph to the contrary, if the maximum cash amount would exceed the total cash election amount, then each stock electing share will be converted into a right to receive:

No fractional EQC common shares will be issued in the merger. Instead, cash will be paid in lieu of fractional shares.

The aggregate amount of cash to be paid and the aggregate number of EQC common shares to be issued to MNR shareholders pursuant to the merger is fixed, regardless of the elections made by MNR shareholders. Accordingly, there is no assurance that a MNR shareholder who has made a valid election to receive, in respect of any MNR share, the per share cash election consideration or the per share stock election consideration will receive the form of consideration elected with respect to such MNR common share. However, a MNR shareholder that has made a valid election to receive solely the per share cash election consideration will receive no less than $6.50 in cash for each MNR common share held by such shareholder with the balance (if any) paid in EQC common shares, and a MNR shareholder that has made a valid election to receive solely the per share stock election consideration will receive no less than 0.469 shares of EQC common shares, representing a value of $12.50 per share based on EQC’s closing share price of $26.65 on August 13, 2021, with the balance (if any) paid in cash.

Set forth below are illustrations of both an oversubscription of cash and an undersubscription of cash and the resulting automatic proration and adjustment of those MNR shareholders electing to receive the per share cash election consideration or the per share stock election consideration, as applicable. Each of the illustrations below assume that the number of MNR common shares outstanding as of closing equals 98,597,114.

Because the total cash election amount exceeds the maximum cash amount, the common merger consideration to be paid to cash electing shares and stock electing shares would be as follows:

Given that the maximum cash amount exceeds the cash election amount, the common merger consideration to be paid to cash electing shares and stock electing shares would be as follows:

The election form will be mailed to MNR common shareholders. The election form will allow each MNR common shareholder to elect to receive either cash consideration or stock consideration with respect to each of the MNR common shares held by such MNR common shareholder. The election must be made prior to the election deadline. The election deadline will be 5:00 p.m., New York City time, on the closing date of the merger, which is currently expected to be September 9, 2021. EQC and MNR will publicly announce any changes to the anticipated election deadline at least five business days before the new election deadline. If the closing date is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent date, and EQC and MNR will promptly announce any such delay and, when determined, the rescheduled election deadline.

To make a valid election, each MNR common shareholder must submit a properly completed election form so that it is actually received by the exchange agent at its designated office (or through another method provided for in the election form) by the election deadline and must tender the MNR shares as to which the election is made. An election form must be properly completed and signed and accompanied by any additional documents required by the procedures set forth in the election form to be effective.

Any election form may be revoked with respect to all or a portion of the MNR common shares by a MNR common shareholder submitting a written notice to the exchange agent prior to the election deadline. If a cash election or stock election is so revoked, the MNR common shares represented by the election form previously submitted will be treated as shares electing stock consideration unless the shareholder properly makes a subsequent election. A MNR common shareholder may, at any time prior to the election deadline, change such shareholder’s election with respect to all or a portion of the MNR common shares held by such shareholder by completing and submitting a new properly completed election form, which will be deemed to revoke and supersede any prior election form with respect to such shares. The exchange agent will generally have discretion to determine, in its good faith, whether any election or revocation has been properly or timely made and to disregard immaterial defects in the election forms. None of EQC, Merger Sub, MNR or the exchange agent will have any obligation to notify MNR common shareholders of any defect in an election form.

Pursuant to the amended merger agreement, MNR has agreed to pay EQC a termination fee of $72.0 million if the amended merger agreement is terminated under certain circumstances. For more information, please refer to the amended merger agreement filed as an exhibit to the Current Reports on Form 8-K filed by EQC on August 16, 2021 and by MNR on August 17, 2021.

Following the decision by the MNR Board to unanimously reaffirm its support for, and recommendation in favor of, MNR’s pending merger with EQC, between July 27, 2021 and August 9, 2021, Starwood filed preliminary and definitive proxy materials with the SEC and made additional SEC filings and communications to MNR shareholders for the purpose of soliciting proxies from MNR’s shareholders in opposition of the pending merger. Additionally, between July 29, 2021 and August 6, 2021, Blackwells filed preliminary and definitive proxy materials with the SEC and made additional SEC filings and communications to MNR shareholders for the purpose of soliciting proxies from MNR’s shareholders in opposition of the pending merger.

On August 6, 2021, ISS issued a report on the pending merger stating that, absent structural changes to the EQC transaction and additional detail on EQC’s strategic plan for the Combined Company going forward, a recommendation in favor of the transaction was not, in ISS’s view, warranted. Also on August 6, 2021, following the issuance of the ISS report, Starwood delivered a letter to Mr. Eugene Landy reaffirming Starwood’s amended July 8 Proposal to acquire all of the outstanding MNR common shares for net cash consideration of $18.88 per share, reflecting a stated purchase price of $19.51 per share reduced by the termination fee of $62,161,697, or approximately $0.63 per share, if MNR were to terminate the original merger agreement with EQC and accept Starwood’s amended July 8 Proposal. Starwood publicly disclosed the delivery of its August 6, 2021 letter in a filing with the SEC. Thereafter, on August 12, 2021, in response to an email from Starwood, representatives of J.P. Morgan and CSCA spoke with a Starwood representative, who reiterated that Starwood’s amended July 8 offer remained open.

Between July 27, 2021 and August 13, 2021, members of management of EQC and MNR, and representatives of Fried Frank, Stroock, Goldman Sachs, J.P. Morgan and CSCA, as well as the proxy advisors for EQC and MNR, periodically discussed the status of the merger and proxy solicitations. On August 13, 2021, representatives of EQC submitted an offer letter to MNR proposing certain revisions to the existing terms of the merger agreement, including (a) an increase in the common merger consideration to $19.00 for each MNR common share, which represented a 6.4% premium over the existing all-stock transaction based on the closing price of EQC’s common shares on August 13, 2021 of $26.65, and (b) the option for MNR shareholders to elect to receive such consideration in the form of cash, EQC common shares or a combination of cash and EQC common shares, in each case, subject to proration based upon a maximum cash amount of $641 million and a maximum issuance of approximately 46 million EQC common shares. The offer letter also provided for an increase in the termination fee payable by MNR under certain circumstances to $72 million.

On August 13, 2021, a special meeting of the MNR Board was convened to discuss the offer letter from EQC and the terms thereof. In addition to members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, Okapi Partners and Stroock. Representatives of J.P. Morgan, CSCA and Stroock reviewed the terms of the offer letter with the MNR Board and, along with Okapi Partners, discussed with the MNR Board, among other things, the ongoing proxy solicitation, the proposed timeline for the merger and the process for consideration and negotiation of the offer letter.

On August 13, 2021, representatives of Fried Frank sent representatives of Stroock a draft of the amended merger agreement reflecting the implementation of the terms set forth in EQC’s August 13, 2021 offer letter, including the increase to the common merger consideration, the cash/stock election structure and the increased termination fee. Between the morning of August 14, 2021 and evening of August 15, 2021, senior executives of MNR and EQC and representatives from J.P. Morgan, CSCA, Stroock, Goldman Sachs and Fried Frank conducted negotiations concerning the terms of the amended merger agreement, including the amount of the common merger consideration and the termination fee. Stroock provided a revised draft of the amended merger agreement to Fried Frank on August 14, 2021 and Fried Frank and Stroock exchanged further revised drafts on August 15, 2021.

On August 15, 2021, a special meeting of the EQC Board was convened to consider approval of the amended merger agreement. In addition to members of EQC management, in attendance at the meeting were representatives of Goldman Sachs and Fried Frank. During the meeting, following a presentation from EQC’s

During the afternoon of August 15, 2021, a special meeting of the MNR Board was convened to hear presentations by J.P. Morgan and CSCA with respect to their valuation analyses of the increased consideration proposed in EQC’s August 13, 2021 offer letter and a presentation by Stroock with respect to the proposed terms of the amended merger agreement and the proposed revised timeline for the shareholder meeting and merger. In addition to the MNR Board and members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, Okapi Partners and Stroock. In addition to reviewing the presentations with the MNR Board, representatives of J.P. Morgan, CSCA and Stroock also updated the MNR Board on the status of the ongoing negotiations with representatives of EQC. The MNR Board then discussed various points on the amended merger agreement and asked various questions of the representatives of J.P. Morgan, CSCA, Stroock and Okapi Partners. At the conclusion of the meeting, the MNR Board agreed to convene again at a follow-up meeting that evening.

During the evening of August 15, 2021, the follow-up special meeting of the MNR Board was convened to consider approval of the amended merger agreement. In addition to the MNR Board and members of MNR management, in attendance at the meeting were representatives of J.P. Morgan, CSCA, Okapi Partners and Stroock. Stroock informed the MNR Board that the proposed amended merger agreement was in final form and updated the MNR Board on the final terms of the amended merger agreement. Next, CSCA and J.P. Morgan reviewed their financial analyses of the common merger consideration payable to MNR common shareholders. Following its presentation, CSCA delivered to the MNR Board its oral opinion, confirmed later that evening by delivery of a written opinion dated August 15, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by CSCA in preparing its opinion, the common merger consideration to be received by MNR’s common shareholders in the proposed merger with EQC was fair, from a financial point of view, to MNR’s common shareholders. Following its presentation, J.P. Morgan delivered to the MNR Board its oral opinion, confirmed later that day by delivery of a written opinion dated August 15, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the aggregate common merger consideration to be paid to MNR common shareholders was fair, from a financial point of view, to MNR’s common shareholders. Following discussion, the MNR Board unanimously adopted resolutions that had been circulated prior to the meeting approving the amended merger agreement and recommending that MNR shareholders approve the merger at the MNR special meeting, which would be rescheduled for August 31, 2021.

In the evening of August 15, 2021, the parties executed the amended merger agreement. On the morning of August 16, 2021, EQC and MNR issued a joint press release announcing entry into the amended merger agreement and the new meeting date for the rescheduled special meetings of EQC shareholders and MNR shareholders.

In evaluating the amended merger agreement and the transactions contemplated thereby, the EQC Board consulted with its legal and financial advisors and EQC’s management and, after consideration, the EQC Board

In approving the merger and recommending that EQC shareholders vote to approve the issuance of EQC common shares in connection with the common merger consideration, the EQC Board considered various factors supporting its decision, including the following material factors described below:

The EQC Board also considered a variety of risks and other potentially negative factors concerning the amended merger agreement, the merger, and the other transactions contemplated by the amended merger agreement, including the following material factors:

This discussion of the foregoing information and material factors considered by the EQC Board in reaching its conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the EQC Board in evaluating the amended merger agreement and the merger, including the issuance of EQC common shares and the payment of cash consideration in connection with the merger, and the complexity of these matters, the EQC Board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the EQC Board may have given different weight to different factors. The EQC Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the amended merger agreement and the merger, including the issuance of EQC common shares and the payment of cash consideration in connection with the merger.

This explanation of the reasoning of the EQC Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 30 of the joint proxy statement/prospectus.

In evaluating the merger pursuant to the amended merger agreement, the MNR Board consulted with MNR’s management and its legal and financial advisors and, after careful consideration, the MNR Board unanimously determined that the merger is advisable and in the best interests of MNR, approved the amended merger agreement and the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein, and authorized the execution and delivery by MNR of the amended merger agreement. In determining that the merger is advisable and in the best interests of MNR, in approving the amended merger agreement and the transactions contemplated thereby, in authorizing the execution and delivery by MNR of the amended merger agreement, and in recommending that MNR shareholders vote to approve the merger and the other transactions contemplated by the amended merger agreement, the MNR Board considered various factors that it viewed as supporting its decisions, including the following material factors:

The MNR Board also considered a variety of risks and other potentially negative factors in considering the amended merger agreement, the merger, and the other transactions contemplated by the amended merger agreement, including the following material factors:

This discussion of the foregoing information and material factors considered by the MNR Board in reaching its conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the MNR Board in evaluating the amended merger agreement and the transactions contemplated by it, and the complexity of these matters, the MNR Board did not find it practicable to, and did not attempt to, quantify, rank, or otherwise assign relative weight to those factors. In addition, different members of the MNR Board may have given different weight to different factors. The MNR Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the amended merger agreement, the merger and the other transactions contemplated by the amended merger agreement.

This explanation of the reasoning of the MNR Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 30 of the joint proxy statement/prospectus.

At a meeting of the EQC Board, Goldman Sachs, delivered to the EQC Board its oral opinion, subsequently confirmed by delivery of a written opinion, dated August 15, 2021, to the EQC Board that, as of such date and based upon and subject to the factors and assumptions set forth therein, the stock consideration and the cash consideration in the aggregate to be paid by EQC for the outstanding Monmouth common shares pursuant to the amended merger agreement was fair, from a financial point of view, to EQC.

In connection with delivering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of EQC regarding their assessment of the past and current business operations, financial condition and future prospects of EQC and MNR and the strategic rationale for, and the potential benefits of, the merger; reviewed the reported price and trading activity for EQC common shares and MNR common shares; compared certain financial and stock market information for EQC and MNR with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the real estate investment trusts industry; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the EQC Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the EQC Board that the Forecasts and the Synergies have been reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of EQC. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of EQC or MNR or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory, or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on EQC or MNR or on the expected benefits of the merger in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs also assumed that the merger would be consummated on the terms set forth in the amended merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion did not address the underlying business decision of EQC to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to EQC; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addressed only the fairness, from a financial point of view, to EQC, as of the date of its written opinion, of the stock consideration and the cash consideration in the aggregate to be paid by EQC for the outstanding Monmouth common shares pursuant to the amended merger agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the amended merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the amended merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of EQC; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of EQC and MNR, or any class of such persons in connection with the merger, whether relative to the aggregate consideration to be paid by EQC for the outstanding shares of Monmouth Common Stock pursuant to the amended merger agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which EQC common shares or MNR common shares would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on EQC and MNR, or the merger, or as to the impact of the merger on the solvency or viability of EQC and MNR or the ability of EQC and MNR to pay their respective

The following is a summary of the material financial analyses presented by Goldman Sachs to the EQC Board in connection with rendering to the EQC Board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 13, 2021, the last completed trading day prior to the meeting of the EQC Board on August 15, 2021, and is not necessarily indicative of current or future market conditions.

Using the Forecasts for EQC on a stand-alone basis, which we refer to as the “EQC Stand-alone Forecasts,” Goldman Sachs performed an illustrative discounted cash flow analysis on EQC on a stand-alone basis. Using discount rates ranging from 6.0% to 8.0%, reflecting estimates of EQC’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2021 (i) estimates of the unlevered free cash flows to be generated by EQC on a stand-alone basis, for the period from July 1, 2021 to December 31, 2023 as reflected in the EQC Stand- alone Forecasts and (ii) a range of illustrative terminal values for EQC, which were calculated by applying exit terminal year earnings before interest income (including any dividend income from securities) and expense, taxes, depreciation and amortization, which we refer to as “EBITDA,” multiples ranging from 15.0x to 19.0x, to a terminal year estimate of EBITDA, to be generated by EQC, as reflected in the EQC Stand-alone Forecasts and adjusted to exclude general and administrative costs (which analysis implied perpetuity growth rates ranging from 1.0% and 4.0%). Goldman Sachs derived the discount rates referenced above by application of Capital Asset Pricing Model, which we refer to as “CAPM,” which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the historical trading multiples of certain publicly traded corporations in the REIT industry.

Goldman Sachs derived a range of illustrative enterprise values for EQC by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for EQC the amount of net debt (defined as debt less cash) and preferred equity of EQC as of June 30, 2021, in each case, as provided by the management of EQC, to derive a range of illustrative equity values for EQC on a stand-alone basis. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of EQC, as provided by the management of EQC, to derive a range of illustrative present values per EQC common share on a stand-alone basis of $27.75 to $29.33.

Using the MNR Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis of MNR on a stand-alone basis. Using discount rates ranging from 5.0% to 7.0%, reflecting estimates of MNR’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2021 (i) estimates of the unlevered free cash flows to be generated by MNR on a stand-alone basis for the period from July 1, 2021 to

Goldman Sachs derived a range of illustrative enterprise values for MNR by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for MNR the net debt (defined as debt less cash as of June 30, 2021 and estimated value of securities portfolio as of August 13, 2021) and preferred equity as of June 30, 2021, in each case, as provided by the management of MNR and approved by EQC management for use by Goldman Sachs, to derive a range of illustrative equity values for MNR. Goldman Sachs then divided the range of illustrative equity values it derived for MNR on a stand-alone basis by the number of fully diluted outstanding shares of MNR, as provided by MNR management and approved by EQC management for use by Goldman Sachs, to derive a range of illustrative present values per share ranging from $12.67 to $22.06.

Using the Forecasts for the Combined Company on a pro forma basis, which we refer to as the “Combined Company Forecasts,” Goldman Sachs performed an illustrative discounted cash flow analysis of the Combined Company. Using discount rates ranging from 5.0% to 7.0%, reflecting estimates of the Combined Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2021 (i) estimates of the Combined Company’s unlevered free cash flows to be generated by the Combined Company for the period from July 1, 2021 to December 31, 2024 and (ii) a range of illustrative terminal values for the Combined Company, which were calculated by applying exit terminal year EBITDA multiples ranging from 23.0x to 27.0x, to a terminal year estimate of EBITDA to be generated by the Combined Company, as reflected in the Combined Company Forecasts (which analysis implied perpetuity growth rates ranging from 1.1% to 3.6%). Goldman Sachs derived the discount rates referenced above by application of CAPM, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the trading multiples of MNR and the Selected Public Companies.

Goldman Sachs derived a range of illustrative enterprise values for the Combined Company by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Combined Company the net debt (defined as debt less cash as of June 30, 2021 and value of MNR’s securities portfolio as of August 13, 2021) and preferred equity as of June 30, 2021 on a pro forma basis, in each case, as provided by the management of EQC, to derive a range of illustrative equity values for the Combined Company. Goldman Sachs then divided the range of illustrative equity values it derived for the Combined Company by the number of fully diluted outstanding shares of the Combined Company, which took into account the aggregate cash consideration and stock consideration to be paid in the merger, as provided by the management of EQC, to derive a range of illustrative present values per share ranging from $25.45 to $33.02.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its

Goldman Sachs prepared these analyses for purposes of providing its opinion to the EQC Board as to the fairness, from a financial point of view, to EQC, as of the date of its written opinion, of the stock consideration and the cash consideration in the aggregate to be paid by EQC for the outstanding Monmouth common shares pursuant to the amended merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of EQC, MNR, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The aggregate amount, and form of, consideration to be paid by EQC pursuant to the amended merger agreement was determined through arm’s-length negotiations between EQC and MNR and was approved by the EQC Board. Goldman Sachs provided advice to EQC during these negotiations. Goldman Sachs did not, however, recommend any specific aggregate amount of, or form of, consideration to be paid by EQC to EQC or the EQC Board or that any specific amount of, or form of, consideration to be paid by EQC constituted the only appropriate consideration to be paid for the merger.

As described above, Goldman Sachs’ opinion to the EQC Board was one of many factors taken into consideration by the EQC Board in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to the EQC Board and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex A to this Amendment

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of EQC, MNR and any of their respective affiliates and third parties or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to EQC in connection with, and has participated in certain of the negotiations leading to, the merger. Goldman Sachs expects to receive fees for its services in connection with the merger, all of which is contingent upon consummation of the merger, and EQC has agreed to reimburse certain of its expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement. Except for the engagement by EQC in connection with the merger pursuant to the engagement letter described below, during the two-year period ended August 15, 2021, the Investment Banking Division of Goldman Sachs has not been engaged by EQC and/or MNR and/or their respective affiliates to provide financial advisory and/or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to EQC, MNR and their respective affiliates for which its Investment Banking Division may receive compensation.

The EQC Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to an engagement letter dated May 4, 2021, EQC engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between EQC and Goldman Sachs provides for a transaction fee of $16.0 million, all of which is contingent upon consummation of the merger. In addition, EQC agreed to reimburse Goldman Sachs for certain of its expenses and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Pursuant to an engagement letter, MNR retained J.P. Morgan to serve as a financial advisor to MNR in connection with the merger. In connection with this engagement, MNR requested that J.P. Morgan evaluate the fairness, from a financial point of view, to MNR’s common shareholders of the aggregate common merger consideration of $641,000,000 in cash and 46.2 million EQC common shares to be issued in the merger to MNR’s common shareholders.

At a meeting of the MNR Board on August 15, 2021, J.P. Morgan rendered its oral opinion to the MNR Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the aggregate common merger consideration to be paid to MNR’s common shareholders in the merger was fair, from a financial point of view, to MNR’s common shareholders. J.P. Morgan confirmed its August 15, 2021 oral opinion by delivering its written opinion, dated August 15, 2021, to the MNR Board that, as of such date, the aggregate common merger consideration to be paid to MNR’s common shareholders in the merger was fair, from a financial point of view, to MNR’s common shareholders.

The full text of the written opinion of J.P. Morgan, dated August 15, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this Amendment and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this Amendment is qualified in its entirety by reference to the full text of such opinion. MNR’s common shareholders are urged to read J.P. Morgan’s opinion in its entirety. J.P. Morgan’s opinion was addressed to the MNR Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the aggregate common merger consideration to be paid to MNR’s common shareholders in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no view or opinion as to the proration procedures set forth in the amended merger agreement. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of MNR, or as to the underlying decision by MNR to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The J.P. Morgan opinion does not constitute a recommendation to any shareholder of MNR as to how such shareholder should vote with respect to the merger or any other matter.

In addition, J.P. Morgan made inquiries or held discussions with certain members of the management of MNR and EQC with respect to certain aspects of the merger, and the past and current business operations of MNR and EQC, the financial condition and future prospects and operations of MNR and EQC, the effects of the merger on the financial condition and future prospects of MNR and EQC, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by MNR and EQC or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with MNR, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of MNR or EQC under any state or federal laws relating to bankruptcy, insolvency, or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by MNR’s management as to the expected future results of operations and financial condition of MNR and EQC to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for United States federal income tax purposes, and will be consummated as described in the amended merger agreement, and that the executed amended merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by MNR, EQC and Merger Sub in the amended merger agreement are and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to MNR with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory, or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on MNR or EQC or on the contemplated benefits of the merger.

The projections furnished to J.P. Morgan were prepared by MNR’s management, as discussed more fully under “—Certain MNR Unaudited Prospective Financial Information” beginning on page 44 of this Amendment, under “Certain Supplemental Disclosures” beginning on page 49 of this Amendment and under “—Certain MNR Unaudited Prospective Financial Information” beginning on page 97 of the joint proxy statement/prospectus. MNR does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of MNR’s management or EQC’s management, as applicable, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “—Certain MNR Unaudited Prospective Financial Information” beginning on page 44 of this Amendment, the section entitled “Certain Supplemental Disclosures” beginning on page 49 of this Amendment and the section entitled “—Certain MNR Unaudited Prospective Financial Information” beginning on page 97 of the joint proxy statement/prospectus.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to MNR’s common shareholders of the aggregate common merger consideration to be paid to MNR’s

The terms of the amended merger agreement, including the aggregate common merger consideration to be paid to MNR’s common shareholders, were determined through arm’s length negotiations between MNR and EQC, and the decision to enter into the amended merger agreement was solely that of the MNR Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the MNR Board in its evaluation of the merger and should not be viewed as determinative of the views of the MNR Board or MNR’s management with respect to the merger or the aggregate common merger consideration to be paid to MNR’s common shareholders.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the MNR Board on August 15, 2021 and in the financial analysis presented to the MNR Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the MNR Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered similar to those of MNR and EQC, as applicable. However, certain of these companies may have characteristics that are materially different from those of MNR and EQC, as applicable. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect MNR and EQC, as applicable.

Using publicly available information, J.P. Morgan calculated, (i) for each selected company with respect to MNR, the ratios of (a) the company’s price per common share to the consensus equity research analyst estimates for the

The P/2021E AFFO, P/2021E FFO and Implied Capitalization Rate for each selected company with respect to MNR as calculated by J.P. Morgan were as follows:

The Implied Capitalization Rate for each selected company with respect to EQC as calculated by J.P. Morgan was as follows:

For MNR, based on the results of this analysis, J.P. Morgan selected multiple reference ranges of 19.25x – 22.50x, 17.50x - 22.25x and 4.8% - 5.1% for P/2021E AFFO, P/2021E FFO and the Implied Capitalization Rate, respectively. After applying such ranges to the projected AFFO for MNR for the year ending December 31, 2021, the projected FFO for MNR for the year ending December 31, 2021 and the projected in-place cash net operating income for MNR for the year ending December 31, 2021, respectively, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for the common shares of MNR:

The ranges of implied per share equity value for MNR common shares were compared to (i) the 30-day unaffected volume-weighted average price of MNR common shares of $15.43 as of December 18, 2020 and (ii) the implied per share consideration (assuming all cash consideration and no proration procedures as contemplated in the amended merger agreement) of $19.00.

For EQC, based on the results of the analysis described above, J.P. Morgan selected a reference range of 5.7% - 7.7% for the Implied Capitalization Rate. After applying such range to the projected cash net operating income for EQC for the year ending December 31, 2021, the analysis indicated the following range of implied per share equity value (rounded to the nearest $0.25) for shares of EQC common shares:

The range of implied per share equity value for EQC common shares was compared to the closing share price of EQC common shares of $26.65 on August 13, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated August 15, 2021.

Using publicly available information, J.P. Morgan calculated the ratio of Gramercy’s in-place cash net operating income for the forward twelve month period to the implied real estate value of the Gramercy Acquisition based on company filings, information obtained from FactSet Research Systems and public news sources, indicating an Implied Capitalization Rate of 6.1%. After applying such rate to MNR’s forward cash net operating income, inclusive of estimated income from in-contract acquisitions and currently in-progress expansion projects, this analysis indicated an implied per share equity value (rounded to the nearest $0.25) of $12.00 for MNR common shares.

The estimate of implied per share equity value for MNR common shares was compared to (i) the 30-day unaffected volume-weighted average price of MNR common shares of $15.43 as of December 18, 2020 and (ii) the implied per share consideration (assuming all cash consideration and no proration procedures as contemplated in the amended merger agreement) of $19.00.

Based on the foregoing, this analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for MNR common shares and EQC common shares:

The range of implied per share equity values for MNR common shares was compared to (i) the 30-day unaffected volume-weighted average price of MNR common shares of $15.43 as of December 18, 2020, the trading day immediately preceding the first public announcement of Blackwells’ offer to purchase MNR, and (ii) the implied per share consideration (assuming all cash consideration and no proration procedures as contemplated in the amended merger agreement) of $19.00. The range of implied per share equity values for EQC common shares was compared to the closing share price of EQC common shares of $26.65 on August 13, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion dated August 15, 2021.

The ranges of implied exchange ratios resulting from the foregoing analysis were compared to (i) the implied exchange ratio of 0.712x on August 13, 2021, the trading day immediately preceding the date of J.P. Morgan’s written opinion, dated August 15, 2021 and (ii) the exchange ratio of 0.713x, as contemplated in the amended merger agreement.

J.P. Morgan calculated the pro forma implied equity value of MNR common shares by (1) adding the sum of (a) the implied equity value of MNR on a stand-alone basis of approximately $1,627 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of MNR described above, (b) the implied equity value of EQC on a stand-alone basis of approximately $3,494 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of EQC described above and (c) the estimated value of the Synergies, as reflected in estimates MNR’s management provided to J.P. Morgan for use in connection with its analysis, in the aggregate amount of $116 million, (2) subtracting the sum of (a) the estimated transaction expenses of $83 million and (b) the cash consideration to be paid to MNR common shareholders in the merger in the aggregate amount of $641 million and (3) multiplying such result by the pro forma equity ownership of the Combined Company by the existing holders of MNR common shares of 27.3%. This analysis indicated that the merger implied pro forma equity value for such holders of $1,233 million, which, when combined with the cash consideration to be paid to MNR common shareholders, represents accretion in value of $248 million, or 15.2% compared to the stand-alone equity value of MNR. There can be no assurance, however, that the Synergies, transaction-related expenses and other impacts referred to above will not be substantially greater or less than those estimated by MNR’s management and described above.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise MNR with respect to the merger and deliver an opinion to the MNR Board with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with MNR, EQC and the industries in which they operate.

For financial advisory services rendered in connection with the merger, MNR has agreed to pay J.P. Morgan an estimated fee of approximately $15 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered a prior opinion dated May 4, 2021 to the MNR Board, $1.5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion dated August 15, 2021 to the MNR Board and the remainder of which is contingent and payable upon the consummation of the merger. In addition, MNR has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the reasonable fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of its opinion, J.P. Morgan and its affiliates have not had any other material financial advisory or other material commercial or investment banking relationships with MNR, or any material financial advisory or other material commercial or investment banking relationships with EQC. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common shares of each of MNR and EQC. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of MNR or EQC for their own accounts or for the accounts of customers and, accordingly, may at any time hold long or short positions in such securities or other financial instruments. During the two year period preceding the date of its opinion, the aggregate fees recognized by J.P. Morgan from each of MNR and EQC were less than $50,000.

CSCA was engaged by MNR to serve as a financial advisor in connection with the merger. On August 15, 2021, the MNR Board engaged CSCA to render an opinion, as of August 15, 2021, as to the fairness, from a financial point of view, to MNR’s common shareholders of the Common Stock Consideration comprising, at a shareholder’s election, either (a) $19.00 in cash per Company Common Share (the “Per Share Cash Election Consideration”), or (b) an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by a ratio of 0.713 (the “Common Exchange Ratio”) resulting in the “Stock Election Consideration”, provided that each of the Per Share Cash Election Consideration and the Stock Election Consideration will be subject to pro-ration based on an aggregate cash consideration of $641,000,000 (the “Maximum Cash Amount”), collectively the “Common Stock Consideration”. On August 15, 2021, CSCA rendered its oral opinion (which was subsequently confirmed in writing by delivery of CSCA’s written opinion dated August 15, 2021) to the MNR Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Common Stock Consideration to be received by the holders of MNR common shares was fair, from a financial point of view to MNR’s common shareholders.

CSCA’s opinion, the issuance of which was approved by CSCA’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, is addressed to the MNR Board and addresses only the fairness, from a financial point of view, to the holders of MNR’s common shares of the Common Stock Consideration to be received by the holders of MNR common shares in the merger.

In arriving at its opinion, CSCA reviewed and considered such financial and other matters as CSCA deemed relevant and appropriate under the circumstance. CSCA’s procedures, investigations, and financial analysis with respect to the preparation of its opinion included, among other things, the following:

For purposes of rendering its opinion, CSCA assumed, without independently verifying or confirming, at the direction of MNR, that the terms of the merger will conform in all material respects with those set forth in the amended merger agreement and the disclosure schedules thereto. CSCA also assumed that the amended merger agreement and any disclosure schedules thereto provided to it in draft form would ultimately be executed in final form consistent in all material respects with the most recent drafts provided and that the merger and all related transactions described in or contemplated by the amended merger agreement and the disclosure schedules thereto occur in all material respects as described in and contemplated by such documents. CSCA also assumed in all respects material to its analyses that the representations and warranties of the parties to any agreement entered into in connection with the merger will be true and correct, that the parties to such agreements will perform all of the covenants and agreements required to be performed by it under such agreements, and that all conditions to the consummation of the merger will be satisfied without any material modification or waiver thereof. CSCA also assumed that all governmental, regulatory and other consents and approvals contemplated by the merger would be obtained and that in the course of obtaining any of those consents, no restrictions or conditions (including any divestiture requirements) will be imposed or waivers made that would have an adverse effect on any of MNR, Merger Sub or EQC or the contemplated merger, except as provided in the amended merger agreement or the disclosure schedules thereto.

For purposes of its opinion, CSCA, with the MNR Board’s consent, assumed and relied upon, without independent verification, and was advised by management of MNR as to, the accuracy and completeness of all projections provided by management of MNR and all financial and other information publicly available to, furnished to, or otherwise made available to or discussed with CSCA including, without limitation, the items listed above as reviewed by and /or discussed with CSCA and the financial statements and forecasts as provided by management of MNR. With respect to financial information, at MNR’s direction, CSCA assumed without independent verification that (i) such financial information, projections and other information were reasonably prepared (to the extent prepared by management of MNR) on a basis that reflects the best currently available estimates and good faith judgments of the management of MNR, (ii) such financial information and projections are a reasonable basis to evaluate MNR, and at the direction of MNR, CSCA relied upon such financial information and projections for purposes of its analyses and its opinion and (iii) there has been no material adverse change in the assets, financial condition, business or prospects of MNR. CSCA assumed no responsibility for and expressed no opinion as to the forecasts or the assumptions on which they were made. CSCA also assumed that as to all legal matters pertaining to MNR, MNR has been appropriately advised by MNR’s legal counsel.

CSCA was not engaged to, and therefore did not, independently verify the accuracy or completeness of any of the information provided to CSCA, nor did it express any opinion with respect thereto. CSCA relied upon the assurances of the management of MNR that management is not aware of any information or facts that would make the information provided or otherwise made available to CSCA incomplete, materially inaccurate, or

For the purposes of its analyses and review, CSCA made numerous assumptions based on its judgment and experience and without seeking independent verification with respect to industry performance, general business, economic, market and financial conditions and other matters, any of which are beyond the control of MNR or any other parties to the amended merger agreement. The analyses performed by CSCA are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses.

CSCA did not express any opinion with respect to any alternatives to the merger or other strategic alternatives that may be available to MNR or otherwise. CSCA’s opinion also did not address the merits of the underlying decision by MNR to engage in the merger or the manner in which to effect the merger or the relative merits of its decision not to proceed with any alternative strategies or transactions that may be available to MNR. Further, CSCA was not engaged to, and did not, independently assess or consider, and its opinion does not address, any tax, regulatory, legal, and accounting matters relating to the amended merger agreement and the disclosure schedules thereto, the merger, or the consequences of the merger on MNR, EQC or any shareholder of MNR or shareholder of EQC.

CSCA’s opinion was limited to the fairness, from a financial point of view, to the holders of MNR common shares of the Common Stock Consideration to be received by the holders of MNR common shares in the merger and no opinion or view was expressed by CSCA with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed by CSCA with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officer, director, or employee of any party to the merger, or class of such persons, relative to the Common Stock Consideration.

CSCA’s opinion was necessarily based on CSCA’s assessment of economic, market, financial, regulatory and other conditions and circumstances as they existed as the date of the CSCA opinion, August 15, 2021, and which could be evaluated, and the information made available to CSCA, on and as of the date of the CSCA opinion. CSCA does not have any obligation and accepted no responsibility to update, revise, or reaffirm its opinion for subsequent developments which may affect its opinion and it expressly disclaimed any responsibility to do so. CSCA is not required to update its opinion as a consequence of any changes in projections, financial information, MNR performance, or other circumstances.

In arriving at its opinion, CSCA did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses performed and factors considered by it and in the context of the circumstances of the particular transaction. Accordingly, CSCA believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by CSCA in preparing its opinion to the MNR Board. The summary of CSCA’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying CSCA’s opinion.

For the purposes of its analyses and review, CSCA made numerous assumptions based on various quantitative and qualitative judgments and determinations, and without seeking independent verification, with respect to

The summary of the financial analyses and reviews summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. In order to fully understand the financial analyses and reviews used by CSCA, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of CSCA’s analyses and reviews. Accordingly, CSCA believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying CSCA’s analyses and opinion.

The following is a summary of the material financial analyses performed by CSCA in connection with the preparation of its opinion and reviewed with the MNR Board on August 15, 2021. The order of the analyses does not represent relative importance or weight given to those analyses by CSCA.

For purposes each of the following analyses, CSCA compared the results of each analysis to (i) the Per Share Cash Election Consideration of $19.00, and (ii) the Common Exchange Ratio of 0.713 EQC common shares to be received by holders of MNR common shares in the merger.

CSCA performed separate selected comparable companies analyses for each of MNR and EQC in which CSCA reviewed and compared financial and operating data relating to each of MNR and EQC and the selected publicly-traded companies listed below.

CSCA calculated and compared various financial multiples and ratios for MNR and the Industrial Peer Group. CSCA noted that while the selected comparable companies included in the Industrial Peer Group shared similar attributes, none were directly comparable to MNR, and other companies might be considered as comparable that are not set forth in the discussion that follows.

CSCA applied the Industrial Peer Group’s metrics to the corresponding metrics of MNR to calculate the implied equity value per share.

CSCA calculated and compared various financial multiples and ratios for EQC and the Office Peer Group. CSCA noted that while the selected comparable companies included in the Office Peer Group shared similar attributes, none were directly comparable to EQC, and other companies might be considered as comparable that are not set forth in the discussion that follows.

As part of its selected comparable company analysis for EQC, CSCA calculated and analyzed for each applicable company the implied cash capitalization rate for the Office Peer Group (“Implied Cash Capitalization Rate”) utilizing the cash NOI reported by the Office Peer Group.

CSCA applied the Office Peer Group’s metrics to EQC’s CY 2021E cash NOI, as provided by EQC management, to calculate the range of implied gross real estate values. To determine the implied equity values for EQC, CSCA added certain tangible assets and subtracted certain tangible liabilities, each based on information provided by EQC management.

CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration. In addition, CSCA used the range of implied equity values per share for MNR and compared them to EQC’s 5-day volume-weighted average price (“VWAP”) of $26.34 as of August 13, 2021, to calculate the following implied exchange ratios, as compared to the Common Exchange Ratio:

CSCA noted that on the basis of the selected comparable companies analysis, the Per Share Cash Election Consideration of $19.00 was within the range of the MNR implied equity values per share, and the Common Exchange Ratio of 0.713 EQC common shares per MNR common share was within the range of implied exchange ratios.

CSCA reviewed and compared the purchase prices and financial multiples paid in selected other transactions that CSCA, based on its experience with merger and acquisition transactions, deemed relevant. CSCA chose such transactions with a focus on U.S. target companies based on, among other things, the similarity of the applicable target companies in the transactions to MNR including, but not limited to, concentrations of single-tenant industrial or other analogous assets. CSCA reviewed the following transactions:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of each of MNR and the companies included in the selected precedent transaction analysis. CSCA noted that based on certain attributes, including the ownership of single-tenant assets and certain similar operating markets, Industrial Income Trust Inc. (“IIT”) and WPT Industrial REIT (“WPT”) may be deemed comparable to MNR, whereas based on certain other attributes including, but not limited to, the ownership of multi-tenant assets and in-house

Accordingly, for the above selected transactions, based on information from public filings and FactSet, CSCA calculated and reviewed the implied cash capitalization rates paid in such transactions. The following table sets forth the results of such analysis:

CSCA applied the range of implied cash capitalization rates from the selected precedent transactions to MNR’s pro forma cash NOI to calculate the range of implied gross real estate values. To determine the implied equity values for MNR, CSCA added certain tangible assets and subtracted certain tangible liabilities, each based on information provided by MNR management. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration. In addition, CSCA used the range of implied equity values per share for MNR and compared them to EQC’s 5-day VWAP of $26.34 as of August 13, 2021, to calculate the following implied exchange ratios, as compared to the Common Exchange Ratio:

CSCA noted that on the basis of the selected precedent transactions analysis, the Per Share Cash Election Consideration of $19.00 was within the range of the MNR implied equity values per share and the Common Exchange Ratio of 0.713 EQC common shares per MNR common share was within the range of the implied exchange ratios.

CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration. In addition, CSCA used the range of implied equity values per share for MNR and EQC to calculate the following implied exchange ratios, as compared to the Common Exchange Ratio:

CSCA noted that on the basis of the capitalization rate valuation analysis, the Per Share Cash Election Consideration of $19.00 for each MNR common share was within the range of the MNR implied equity values per share and the Common Exchange Ratio of 0.713 EQC common shares for each MNR common share was within the range of the implied exchange ratios.

CSCA analyzed publicly available financial data for the selected transactions set forth in the table below involving selected publicly-traded companies in the REIT industry.

CSCA then calculated the 25^th percentile, median, mean, and 75^th percentile of the premiums paid for each respective time period.

CSCA then applied the range of premiums/discounts of the comparable transactions to the closing stock price of MNR common shares through the last unaffected date of December 18, 2020, representing the final trading day before the public disclosure of an unsolicited proposal to acquire MNR and the subsequent announcement regarding MNR’s exploration of strategic alternatives (the “Unaffected Date”). The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration. In addition, CSCA used the range of implied equity values per share for MNR and compared them to EQC’s 5-day VWAP of $26.34 as of August 13, 2021, to calculate the following implied exchange ratios, as compared to the Common Exchange Ratio:

CSCA noted that on the basis of the premiums paid analysis, the Per Share Cash Election Consideration of $19.00 was within the range of the MNR implied equity values per share and the Common Exchange Ratio of 0.713 EQC common shares per MNR common share was within the range of the implied exchange ratios.

CSCA derived ranges of illustrative enterprise values for EQC by adding the ranges of present values it derived above. The range of resulting enterprise values CSCA derived for EQC were then adjusted for balance sheet items, including adding cash and cash equivalents and subtracting preferred equity, to calculate implied equity values per share. The following table sets forth the results of such analyses.

CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration. In addition, CSCA used the range of implied equity values per share for MNR and EQC to calculate the following implied exchange ratios, as compared to the Common Exchange Ratio:

CSCA noted that on the basis of the discounted cash flow analysis, the Per Share Cash Election Consideration of $19.00 was within the range of the MNR implied equity values per share and the Common Exchange Ratio of 0.713 EQC common shares per MNR common share was within the range of the implied exchange ratios.

CSCA also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the Historical Trading Analysis described below.

CSCA reviewed historical trading prices of MNR common shares for the 52-week period ended December 18, 2020, the Unaffected Date, noting the range of low to high closing prices of $8.97 to $17.10. CSCA also noted that over the 12-month and 6-month periods up to December 18, 2020, MNR common shares traded at VWAPs

CSCA reviewed historical trading prices of EQC common shares during the 52-week period ended August 13, 2021, noting the range of low to high closing prices of $25.75 to $29.75, with historical prices having been adjusted for the $3.50 special dividend paid in October 2020. CSCA also noted that over the 12-month and 6-month periods ended August 13, 2021, EQC common shares traded at VWAPs of $27.29 and $27.48, respectively, as adjusted for the special dividend paid in October 2020.

CSCA also reviewed the relative exchange ratio of MNR and EQC based on historical trading prices since December 2019, as adjusted for special dividends in the case of EQC. CSCA noted that through December 18, 2020, the average exchange ratio was 0.548, 0.533, and 0.498 for the prior 3-months, 6-months, and 12-months. CSCA also noted that following December 18, 2020, through August 13, 2021, the average exchange ratio was 0.663.

The Per Share Cash Election Consideration and Common Exchange Ratio were determined through arm’s-length negotiations between the MNR Board and EQC and were approved by the MNR Board. CSCA provided advice to MNR during these negotiations. CSCA did not, however, recommend any specific cash consideration or exchange ratio to MNR or the MNR Board or that any specific cash consideration or exchange ratio constituted the only appropriate cash consideration or exchange ratio for the merger.

As described above, CSCA’s opinion to the MNR Board was one of many factors taken into consideration by the MNR Board in making its determination to approve the amended merger agreement.

CSCA is a recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes from which conflicting interest or duties, or a perception thereof, may arise.

CSCA is acting as non-exclusive financial advisor to MNR in connection with the merger and will receive a non-contingent fee from MNR for its services of $1.0 million which became payable upon the delivery of CSCA’s opinion (in addition to the $1.0 million fee paid to CSCA in May 2021 in connection with the delivery of CSCA’s original opinion). In addition, MNR has agreed to reimburse CSCA for certain reasonable out-of-pocket expenses and indemnify CSCA for certain liabilities arising out of its engagement by MNR and the rendering of CSCA’s opinion. Pursuant to the terms of the engagement, CSCA may be paid additional fees at CSCA’s standard hourly rates for any time incurred should CSCA be called upon to support its findings or provide further services related to its opinion subsequent to the delivery of its opinion. CSCA will also receive a success fee, which is contingent upon the consummation of the merger, equal to 0.70% of the transaction value, which is estimated to be approximately $13 million. The opinion fees paid to CSCA will be fully credited against the success fee. Pursuant to a separate advisory agreement with MNR dated December 8, 2020, CSCA has and will receive quarterly retainers from MNR until such agreement is terminated. In addition, CSCA will be reimbursed for certain reasonable out-of-pocket expenses and CSCA will be indemnified for certain liabilities arising out of its engagement. In the two years preceding the date of its August 15, 2021 opinion, CSCA has provided certain financial advisory services for MNR, having received $1,175,000 (including the $1.0 million fee paid to CSCA in May 2021 in connection with the delivery of CSCA’s original opinion) for such services. In the two years preceding the date of its opinion, CSCA has not provided any investment banking or advisory services to EQC. CSCA may in the future provide investment banking and advisory services to EQC for which it may receive customary fees and reimbursement of expenses in the future.

The following table presents a summary of the EQC management forecasts relating to the Combined Company (on a pro forma basis giving effect to the merger and the sale of a specified asset, using EQC management’s valuation for the specified asset) for the calendar years 2021 through 2024.

In addition to the MNR multi-year projected financial information described in the joint proxy statement/prospectus, MNR management provided to J.P. Morgan and CSCA, for their use and reliance in connection with their respective financial analyses and opinions, unaudited unlevered free cash flow projections for each of MNR and EQC on a standalone basis for the six-months ending December 31, 2021, and for the calendar years ending December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025 (referred to as the “multi-year projected cash flows”). The multi-year projected cash flows for each of MNR and EQC were arithmetically derived from the MNR multi-year projected financial information and the EQC management forecasts, respectively, and approved by MNR for use by J.P. Morgan and CSCA.

The following table presents a summary of projected unlevered free cash flow for MNR (on a standalone basis) for the six months ending December 31, 2021 and the calendar years 2022 through 2025.

The projected Unlevered Free Cash Flow – MNR was arithmetically derived from the MNR management forecasts and provided by MNR management to J.P. Morgan and CSCA and approved by MNR for use by J.P. Morgan and CSCA.

The following table presents a summary of projected unlevered free cash flow for EQC (on a standalone basis) for the six months ending December 31, 2021 and the calendar years 2022 through 2025.

The projected Unlevered Free Cash Flow – EQC was arithmetically derived by MNR management from the EQC management property forecasts and was provided by MNR management to J.P. Morgan and CSCA and approved by MNR for use by J.P. Morgan and CSCA.

EQC has appointed Equiniti Trust Company as the exchange agent to handle the payment and delivery of the cash consideration, the stock consideration, the preferred stock consideration, and any cash payments to be delivered in lieu of fractional shares. Promptly following the date of this Amendment, EQC will cause the exchange agent to provide to each record holder of MNR common shares as of August 2, 2021, an election form for the purpose of electing the cash consideration, the stock consideration or a combination of the cash consideration and the stock consideration for the MNR common shares held by such holder in the merger with EQC. The election form will include instructions explaining how to surrender stock certificates or book-entry shares, as applicable, to the exchange agent in exchange for the common merger consideration that such holder is entitled to receive as a result of the merger.

Upon surrender to the exchange agent of MNR common shares or MNR Series C preferred stock, as the case may be, in accordance with the terms of the materials and instructions to be provided by the exchange agent, the holder of such shares will be entitled to receive the common merger consideration or preferred stock consideration, as applicable. No fraction of an EQC common share will be issued in connection with the merger, and in lieu thereof any holder of MNR common shares that would otherwise have been entitled to receive a fraction of EQC common shares will be paid cash (without interest) in an amount specified in the amended merger agreement.

Subsequent to the filing of the joint proxy statement/prospectus with the SEC by EQC and MNR on July 23, 2021, two additional lawsuits relating to the merger were filed by purported shareholders of MNR. The first (Farley v. Monmouth Real Estate Investment Corporation, et al., No. 1:21-cv-06334 (S.D.N.Y.) (filed July 26, 2021)) names MNR and its directors as defendants. It alleges, among other things, that MNR and the individual defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and that the individual defendants violated Section 20(a) of the Exchange Act by preparing and disseminating a registration statement relating to the merger that misstates or omits certain allegedly material information. The second (Ross v. Conway, et al., No. 24C21003425, filed August 4, 2021) was filed as a putative class action in the Circuit Court for Baltimore City against MNR and its directors and alleges claims under Maryland state law for alleged violation of fiduciary duties and alleged breach of a duty of disclosure. Each of these lawsuits seeks, among other things, injunctive relief enjoining the consummation of the merger, or, if the merger is consummated, rescission or rescissory damages, and an award of the plaintiff’s costs, including attorneys’ and experts’ fees. MNR believes that, as with the claims asserted in the other lawsuits described in the joint proxy statement/prospectus, all of the claims asserted in the Farley and Ross complaints are without merit and intends to defend against them vigorously. However, in view of the inherent uncertainty of litigation, there can be no assurance regarding the likelihood that the defense of the actions will be successful. If any of these lawsuits is successful, the lawsuit(s) could prevent or delay completion of the merger and result in costs to MNR and EQC. It remains possible that additional lawsuits arising out of the merger may be filed in the future.

Provided the merger is treated as a “reorganization” within the meaning of Section 368(a) of the Code, MNR will not recognize any gain or loss as a result of the merger, and the U.S. federal income tax consequences to U.S. holders who receive Combined Company common shares and/or cash in exchange for MNR common shares in the merger generally will be as follows:

A U.S. holder of MNR common shares who receives solely Combined Company common shares in exchange for its MNR common shares in connection with the merger will not recognize any gain or loss upon receipt of the

A U.S. holder will have an aggregate tax basis in the Combined Company common shares it receives in the merger equal to the U.S. holder’s aggregate tax basis in its MNR common shares surrendered pursuant to the merger, reduced by the portion of the U.S. holder’s tax basis in its MNR common shares surrendered in the merger that is allocable to any fractional Combined Company common share. The holding period of the Combined Company common shares received by a U.S. holder in connection with the merger will include the holding period of the MNR common shares surrendered in connection with the merger.

If a U.S. holder acquired any of its MNR common shares at different prices and/or at different times, Treasury Regulations provide that the tax basis and holding period of each block of Combined Company common shares received by such U.S. holder in the merger will be determined on a block-for-block basis depending on the basis and holding period of the blocks of MNR common shares exchanged for Combined Company common shares. U.S. holders that acquired different blocks of MNR common shares at different times or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period among the Combined Company common shares received in the merger.

U.S. holders electing to receive the stock consideration in the merger may be subject to proration (see the discussion under “Updates to the Merger Agreement—Common Merger Consideration; Effects of the Merger”), which may result in the receipt of a portion of the common merger consideration in cash, in addition to Combined Company common shares. See the discussion under “— U.S. Holders Who Receive a Combination of Combined Company Common Shares and Cash” for a general description of the material U.S. federal income tax consequences to U.S. holders of the receipt of Combined Company common shares and cash.

A U.S. holder who receives solely cash in exchange for MNR common shares pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. holder’s tax basis in the MNR common shares surrendered. Any such gain or loss will be long-term capital gain or loss if, as of the date of the merger, the U.S. holder’s holding period in the MNR common shares surrendered exceeds one year. Non-corporate U.S. shareholders are generally subject to tax on long-term capital gains at reduced rates under current law. The deductibility of capital losses is subject to limitations.

U.S. holders electing to receive the cash consideration in the merger may be subject to proration (see the discussion under “Updates to the Merger Agreement—Common Merger Consideration; Effects of the Merger”), which may result in the receipt of a portion of the common merger consideration in Combined Company common shares, in addition to cash. See the discussion under “—U.S. Holders Who Receive a Combination of Combined Company Common Shares and Cash” for a general description of the material U.S. federal income tax consequences to U.S. holders of the receipt of Combined Company common shares and cash.

A U.S. holder who receives a combination of Combined Company common shares and cash (other than cash in lieu of a fractional Combined Company common share) pursuant to the merger generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the sum of the amount of cash (other than cash received in lieu of a fractional Combined Company common share) and the fair market value of the Combined Company common shares received, less the adjusted tax basis of the MNR common shares surrendered in exchange therefor, and (2) the amount of cash received by the U.S. holder (other than cash received in lieu of a fractional Combined Company common share). Any gain that the U.S. holder recognizes generally will be long-term capital gain if, as of the date of the merger, the U.S. holder’s holding period in its MNR common shares surrendered exceeds one year.

Non-corporate U.S. shareholders are generally subject to tax on long-term capital gains at reduced rates under current law. If a U.S. holder acquired any of its MNR common shares at different prices and/or at different times, any gain or loss will be determined separately with respect to each block of MNR common shares, and Treasury Regulations provide that the tax basis and holding period of each block of Combined Company common shares received by such U.S. holder in the merger will be determined on a block-for-block basis

The aggregate tax basis of the Combined Company common shares received (including any fractional shares deemed received and exchanged for cash) by a U.S. holder that exchanges its MNR common shares for a combination of Combined Company common shares and cash will be equal to the U.S. holder’s aggregate adjusted tax basis of the MNR common shares surrendered, reduced by the amount of cash received by the U.S. holder (excluding any cash received instead of fractional Combined Company common shares) and increased by the amount of gain, if any, recognized by the U.S. holder (excluding any gain recognized with respect to cash received in lieu of fractional Combined Company common shares) in the merger.

In certain cases, if a U.S. holder who receives cash pursuant to the merger actually or constructively owns Combined Company common shares other than Combined Company common shares received in the merger, the gain that is recognized by the U.S. holder could be treated as having the effect of the distribution of a dividend under the tests described in Section 302 of the Code, in which case such gain would be treated as a distribution under Section 301 of the Code. Such a distribution would be treated as dividend income for U.S. federal income tax purposes to the extent of earnings and profits, then as a nontaxable return of capital to the extent of the U.S. holder’s adjusted tax basis in its shares, and thereafter as taxable gain from a sale or exchange. In such cases, corporate U.S. holders should consult their tax advisors regarding the potential applicability of the “extraordinary dividend” provisions of the Code. A U.S. holder with a relatively minimal stock interest in EQC and MNR that experiences a reduction in its proportionate interest in the Combined Company as a result of the merger generally should not be treated as receiving a distribution under Section 301 of the Code as a result of the merger.

Cash received by a U.S. holder in lieu of a fractional Combined Company common share in the merger will be treated as if such fractional share had been issued in connection with the merger and then redeemed by the Combined Company for cash, and such U.S. holder generally will recognize capital gain or loss with respect to such cash payment, measured by the difference, if any, between the amount of cash received and the U.S. holder’s tax basis in such fractional share. Such capital gain or loss will be long-term capital gain or loss if, at the effective time of the merger, the U.S. holder’s holding period in respect of such fractional share is greater than one year. Non-corporate U.S. shareholders are generally subject to tax on long-term capital gains at reduced rates under current law. The deductibility of capital losses is subject to limitations.

EQC and MNR believe that the joint proxy statement/prospectus, as amended and supplemented by this Amendment, discloses all material information required to be disclosed therein and that the following supplemental disclosure is not required under applicable laws. However, to avoid the risk that lawsuits may delay or otherwise adversely affect the merger or the other transactions contemplated by the amended merger agreement and to minimize the expense of defending such actions, EQC and MNR have voluntarily made certain supplemental disclosures relating to the merger and the other transactions contemplated by the amended merger agreement, which are set forth below and within the “Opinions of MNR’s Financial Advisors” and “Certain MNR Unaudited Prospective Financial Information” sections of this Amendment. These disclosures should be read in conjunction with the other information in the joint proxy statement/prospectus and this Amendment. Nothing in the supplemental disclosures made in response to the aforementioned lawsuits shall be deemed an admission of the legal necessity or materiality under applicable laws of any of such supplemental disclosures.

The MNR Board delegated to the Strategic Alternatives Committee the power and authority to, among other things, (i) consider potential strategic alternatives available to MNR to maximize shareholder value, (ii) retain and obtain advice from experts and advisors with respect to strategic alternatives, (iii) review, evaluate and negotiate the terms and conditions of any proposed transaction, (iv) determine, with assistance from its advisors, whether any such proposed transaction is fair to, advisable and in the best interests of MNR and the MNR shareholders, and (v) recommend that the MNR Board approve any proposed transaction and, if necessary, submit such proposed transaction to the MNR shareholders for their approval.

None of the four preliminary proposals received by MNR included any terms regarding post-closing governance or management of the post-closing company; however, Bidder A’s proposal indicated an interest in retaining certain members of the MNR team to provide asset management services and to evaluate future investments.

The EQC management forecasts do not include any reconciliation of non-GAAP financial metrics to comparable GAAP measures, nor did the EQC Board or Goldman Sachs consider any such reconciliation as part of their evaluation of the merger and the other transactions contemplated by the merger agreement or the amended merger agreement. In addition, such reconciliation is not required by Regulation S-K or Regulation G promulgated by the SEC, as any non-GAAP financial metrics included in the EQC management forecasts are excluded from the definition of non-GAAP financial measures, and therefore not subject to Item 10(e) of Regulation S-K and Regulation G, due to the fact that the EQC management forecasts were provided to Goldman Sachs for the purpose of rendering the fairness opinion described above under the heading “The Merger — Opinion of EQC’s Financial Advisor.”

Net operating income as used by EQC is a non-GAAP measure and is defined as recurring rental and tenant reimbursement revenue and other income including lease termination fees received from tenants and the impact of GAAP adjustments such as straight-line rent adjustments and amortization of above-market intangible lease assets and below-market lease intangible liabilities, less real estate taxes and property operating expenses, such as insurance, utilities and repairs and maintenance.

EBITDA represents earnings before interest income (including any dividend income from securities) and expense, taxes, depreciation and amortization, and is calculated beginning with net operating income and deducting general and administrative expenses.

Unlevered Free Cash Flow was arithmetically derived from the EQC management forecasts by removing the effects of straight-line rents from EBITDA and deducting income tax expense, capital expenditure, acquisitions and dispositions. Unlevered Free Cash Flow was provided by EQC management to Goldman Sachs and approved for Goldman Sachs’ use by the EQC Board.

The MNR multi-year projected financial information does not include any reconciliation of non-GAAP financial metrics to comparable GAAP measures, nor did the MNR Board, J.P. Morgan or CSCA consider any such reconciliation as part of their evaluation of the merger and the other transactions contemplated by the merger agreement or the amended merger agreement. In addition, such reconciliation is not required by Regulation S-K or Regulation G, as any non-GAAP financial metrics included in the MNR multi-year projected financial information are excluded from the definition of non-GAAP financial measures, and therefore not subject to Item 10(e) of Regulation S-K and Regulation G, due to the fact that the MNR multi-year financial information was provided to J.P. Morgan and CSCA for the purpose of rendering an opinion related to the merger and the other transactions contemplated by the merger agreement and the amended merger agreement.

Additional information supplementing the disclosures under the heading “—Certain MNR Unaudited Prospective Financial Information” in the joint proxy statement/prospectus is set forth beginning on page 44 of this Amendment in the section entitled “Updates to the Merger—Certain MNR Unaudited Prospective Financial Information.”

As a result of the cash election option being provided to MNR common shareholders under the terms of EQC’s revised offer and EQC’s operating activity through June 30, 2021, the Pro Forma Combined cash and cash equivalent balance has decreased by $665 million, from $2.280 billion as reported in the joint proxy statement/prospectus dated July 23, 2021, to $1.615 billion. This change reflects a decrease of 29.2% in the cash and cash equivalents balance. Likewise, the revised Pro Forma Combined weighted average common shares outstanding – diluted balance has decreased 10.4% from 188.99 million to 169.30 million shares. The reduced weighted average common shares outstanding – diluted balance is also expected to result in improved per share earnings metrics.

You have requested our opinion as to the fairness, from a financial point of view, to Equity Commonwealth (the “Company”) of the Aggregate Consideration (as defined below) to be paid by the Company for the outstanding shares of common stock, par value $0.01 per share (the “Monmouth Common Stock”), of Monmouth Real Estate Investment Corporation (“Monmouth”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 15, 2021 (the “Agreement”), by and among the Company, EQC Maple Industrial LLC (“Monmouth Merger Sub”) and Monmouth. Pursuant to the Agreement, Monmouth will be merged with and into Monmouth Merger Sub, and each outstanding share of Monmouth Common Stock (other than Shares held by the Company, Monmouth Merger Sub, or owned by any direct or indirect subsidiary of any such Person) will be converted into the right to receive, at the election of the holder thereof, either (i) $19.00 in cash (the “Per Share Cash Election Consideration”) or (ii) 0.713 shares of common stock, par value $0.01 per share (the “Company Common Stock”), of the Company (the “Stock Election Consideration”; taken in the aggregate with the Per Share Cash Election Consideration paid for the outstanding shares of Monmouth Common Stock, the “Aggregate Consideration”). Such election is subject to proration and certain other procedures and limitations contained in the Agreement. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

Goldman Sachs & Co. LLC and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs & Co. LLC and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Monmouth and any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Agreement (the “Transaction”). We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the Transaction. We expect to receive fees for our services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Transaction, and the Company has agreed to reimburse certain of our expenses arising, and to indemnify us against certain liabilities that may arise, out of our engagement. We may also in the future provide financial advisory and/or underwriting services to the Company, Monmouth and their respective affiliates for which our Investment Banking Division may receive compensation.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to stockholders and Annual Reports on Form 10-K of the Company and Monmouth for the five fiscal years ended December 31, 2020 and September 30, 2020, respectively; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and Monmouth; certain other communications from the Company and Monmouth to their respective stockholders; certain publicly available research analyst reports for the Company and Monmouth; certain internal financial analyses and forecasts for Monmouth prepared by its management

For purposes of rendering this opinion, we have, with your consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, us, without assuming any responsibility for independent verification thereof. In that regard, we have assumed with your consent that the Forecasts and the Synergies have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. We have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or Monmouth or any of their respective subsidiaries, and we have not been furnished with any such evaluation or appraisal. We have assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or Monmouth or on the expected benefits of the Transaction in any way meaningful to our analysis. We also have assumed that the Transaction will be consummated on the terms set forth in the Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to our analysis.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the Company, as of the date hereof, of the Aggregate Consideration to be paid by the Company for the outstanding shares of Monmouth Common Stock pursuant to the Agreement. We do not express any view on, and our opinion does not address, any other term or aspect of the Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Agreement or entered into or amended in connection with the Transaction, including the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company or Monmouth, or any class of such persons in connection with the Transaction, whether relative to the Aggregate Consideration to be paid by the Company for the outstanding shares of Monmouth Common Stock pursuant to the Agreement or otherwise. We are not expressing any opinion as to the prices at which shares of Monmouth Common Stock or shares of Company Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or Monmouth or the Transaction, or as to the impact of the Transaction on the solvency or viability of the Company or Monmouth or the ability of the Company or Monmouth to pay their respective obligations when they come due. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Trustees of the Company in

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Aggregate Consideration to be paid by the Company for the outstanding shares of Monmouth Common Stock pursuant to the Agreement is fair, from a financial point of view, to the Company.

You have requested our opinion as to the fairness, from a financial point of view, to the holders of common stock, par value $0.01 per share (the “Company Common Stock”), of Monmouth Real Estate Investment Corporation (the “Company”) of the consideration to be paid to such holders in the proposed merger (the “Transaction”) of the Company with a wholly-owned subsidiary of Equity Commonwealth (the “Acquiror”). Pursuant to the Amended and Restated Agreement and Plan of Merger (the “Agreement”), among the Company, the Acquiror and a subsidiary of the Acquiror (the “Merger Sub”), the Company will become a wholly-owned subsidiary of the Acquiror, and the outstanding shares of Company Common Stock, other than shares of Company Common Stock owned by the Acquiror and its affiliates, will be converted into the right to receive an aggregate consideration equal to $641,000,000 in cash (the “Aggregate Cash Consideration”) and 46.2 million shares (the “Aggregate Stock Consideration” and, together with the Aggregate Cash Consideration, the “Aggregate Consideration”) of the Acquiror’s common stock, par value $0.01 per share (the “Acquiror Common Stock”). The Aggregate Consideration will be subject to certain proration procedures based on the number of shares for which the per share cash consideration or the per share stock consideration is elected as set forth in the Agreement. We express no view or opinion as to such proration procedures.

In connection with preparing our opinion, we have (i) reviewed a draft dated August 15, 2021 of the Agreement; (ii) reviewed certain publicly available business and financial information concerning the Company and the Acquiror and the industries in which they operate; (iii) compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies we deemed relevant and the consideration paid for such companies; (iv) compared the financial and operating performance of the Company and the Acquiror with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company Common Stock and the Acquiror Common Stock and certain publicly traded securities of such other companies; (v) reviewed certain internal financial analyses and forecasts prepared by or at the direction of the managements of the Company and the Acquiror relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transaction (the “Synergies”); and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion.

In addition, we have held discussions with certain members of the management of the Company and the Acquiror with respect to certain aspects of the Transaction, and the past and current business operations of the Company and the Acquiror, the financial condition and future prospects and operations of the Company and the Acquiror, the effects of the Transaction on the financial condition and future prospects of the Company and the Acquiror, and certain other matters we believed necessary or appropriate to our inquiry.

In giving our opinion, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by the Company and the Acquiror or otherwise reviewed by or for us. We have not independently verified any such information or its accuracy or completeness and, pursuant to our engagement letter with the Company, we did not assume any obligation to undertake any such independent verification. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Company or the Acquiror under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to us or derived therefrom, including the Synergies, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as

Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the fairness, from a financial point of view, of the Aggregate Consideration to be paid to the holders of the Company Common Stock in the proposed Transaction and we express no opinion as to the fairness of any consideration to be paid in connection with the Transaction to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Transaction. Furthermore, we express no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the Aggregate Consideration to be paid to the holders of the Company Common Stock in the Transaction or with respect to the fairness of any such compensation. We are expressing no opinion herein as to the price at which the Company Common Stock or the Acquiror Common Stock will trade at any future time.

We have acted as financial advisor to the Company with respect to the proposed Transaction and will receive a fee from the Company for our services, a substantial portion of which will become payable only if the proposed Transaction is consummated. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. Please be advised that during the two years preceding the date of this letter, neither we nor our affiliates have had any other material financial advisory or other material commercial or investment banking relationships with the Company, or any material financial advisory or other material commercial or investment banking relationships with the Acquiror. In addition, we and our affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and the Acquiror. In the ordinary course of our businesses, we and our affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or the Acquiror for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such securities or other financial instruments.

On the basis of and subject to the foregoing, it is our opinion as of the date hereof that the Aggregate Consideration to be paid to the holders of the Company Common Stock in the proposed Transaction is fair, from a financial point of view, to such holders.

The issuance of this opinion has been approved by a fairness opinion committee of J.P. Morgan Securities LLC. This letter is provided to the Board of Directors of the Company (in its capacity as such) in connection with and for the purposes of its evaluation of the Transaction. This opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the Transaction or any other matter. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval. This opinion may be reproduced in full in any proxy or information statement mailed to shareholders of the Company but may not otherwise be disclosed publicly in any manner without our prior written approval.

CSCA Capital Advisors, LLC, the broker-dealer subsidiary of CS Capital Advisors, LLC (together with CS Capital Advisors, LLC, “CSCA”), understands that Monmouth Real Estate Investment Corporation (the “Company”), a Maryland corporation, intends to enter into a transaction pursuant to an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by and among, the Company, Equity Commonwealth, a Maryland real estate investment trust (“Parent”), and EQC Maple Industrial LLC, a Maryland limited liability Company (“Merger Sub”) for the purpose of effecting the Merger (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

CSCA understands that Monmouth is a fully integrated and self-managed real estate company specializing in single tenant, net-leased industrial properties, subject to long-term leases, primarily to investment-grade tenants. CSCA also understands that Parent is a NYSE listed internally managed and self-advised real estate investment trust that owns four commercial office properties situated in major urban centers throughout the United States and as of June 30, 2021, held approximately $2.966 billion in cash and cash equivalents.

In connection with this Opinion, CSCA has reviewed and considered such financial and other matters as CSCA has deemed relevant and appropriate under the circumstances. CSCA's procedures, investigations and financial analysis with respect to the preparation of this Opinion included, among other things, the following:

For purposes of rendering this Opinion, CSCA has assumed, without independently verifying or confirming, at the direction of the Company, that the terms of the Merger will conform in all material respects with those set forth in the Merger Documents. CSCA has also assumed that the Merger Documents provided to it in draft form are ultimately executed in final form consistent in all material respects with the most recent drafts provided and that the Merger and all related transactions described in or contemplated by the Merger Documents occur in all material respects as described in and contemplated by such agreements. CSCA has also assumed in all respects material to its analyses that the representations and warranties of the parties to any agreement entered into in connection with the Merger will be true and correct, that the parties to such agreements will perform all of the covenants and agreements required to be performed by it under such agreements, and that all conditions to the consummation of the Merger will be satisfied without any material modification or waiver thereof. CSCA has also assumed that all governmental, regulatory and other consents and approvals contemplated by the Merger will be obtained and that in the course of obtaining any of those consents, no restrictions or conditions (including any divestiture requirements) will be imposed or waivers made that would have an adverse effect on any of the Company, Merger Sub, or Parent or the contemplated Merger, except as provided in the Merger Documents.

For purposes of this Opinion, CSCA has, with your consent, assumed and relied upon, without independent verification, and has been advised by management of the Company as to, the accuracy and completeness of all projections provided by management and all financial and other information publicly available to, furnished to, or otherwise made available to or discussed with CSCA including, without limitation, the items listed above as reviewed by and/or discussed with CSCA and the financial statements and forecasts as provided by management of the Company. With respect to financial information, at the Company's direction, CSCA has assumed without independent verification that (i) such financial information, projections and other information were reasonably prepared (to the extent prepared by management of the Company) on a basis that reflects the best currently available estimates and good faith judgment of the management of the Company, (ii) such financial information and projections are a reasonable basis to evaluate the Company, and at the Company's direction we have relied upon such financial information and projections for purposes of our analyses and this Opinion and (iii) there has been no material adverse change in the assets, financial condition, business or prospects of the Company. CSCA assumes no responsibility for and expresses no opinion as to the forecasts or the assumptions on which they were made. CSCA has also assumed that as to all legal matters pertaining to the Company, the Company has been appropriately advised by the Company's legal counsel.

CSCA was not engaged to, and therefore did not, independently verify the accuracy or completeness of any of the information provided to CSCA, nor does it express any opinion with respect thereto. CSCA has relied upon the assurances of the management of the Company that management is not aware of any information or facts that would make the information provided or otherwise made available to CSCA incomplete, materially inaccurate or misleading. CSCA has not performed any independent evaluation, valuation, audit or appraisal of assets or liabilities (contingent or otherwise, including contractual rights or obligations), or physical inspection of any assets, of the Company and CSCA did not attempt to assess or value any of the intangible assets of the Company; nor has CSCA obtained or been furnished with any such valuations, audits or appraisals. In addition, CSCA has not evaluated, or obtained the evaluations of, the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. CSCA expresses no opinion as to the prices at which shares of Parent common stock or Company common stock would trade following the announcement or consummation of the Merger. CSCA's opinion should not be viewed as providing any assurance that the market value of the shares of Parent common stock to be received by the holders of Company Common Stock after the announcement or consummation of the Merger will be equal to or in excess of the value of the Company Common Stock owned by such holders at any time prior to the announcement or consummation of the Merger.

CSCA is not expressing any opinion with respect to any alternatives to the Merger or other strategic alternatives that may be available to the Company or otherwise. This Opinion also does not address the merits of the underlying decision by the Company to engage in the Merger or the manner in which to effect the Merger or the relative merits of its decision not to proceed with any alternative strategies or transactions that may be available to the Company. Further, CSCA was not engaged to, and did not, independently assess or consider, and this Opinion does not address, any tax, regulatory, legal and accounting matters relating to the Merger Documents, the Merger or the consequences of the Merger on the Company, Parent or any stockholder of the Company or stockholder of Parent.

This Opinion is limited to the fairness, from a financial point of view, of the Common Stock Consideration to be received by the holders of Company Common Shares and no opinion or view is expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officer, director or employee of any party to the Merger, or class of such persons, relative to the Common Stock Consideration.

This Opinion is necessarily based on CSCA's assessment of economic, market, financial, regulatory and other conditions and circumstances as they exist and which can be evaluated, and the information made available to CSCA, on and as of the date hereof. CSCA has prepared this Opinion effective as of the date hereof. It should be understood that subsequent developments may affect this Opinion, and CSCA does not have any obligation and accepts no responsibility to update, revise or reaffirm this Opinion and it expressly disclaims any responsibility to do so. CSCA shall not be required to update this Opinion as a consequence of any changes in projections, financial information, Company performance, or other circumstances.

CSCA is a recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes from which conflicting interest or duties, or a perception thereof, may arise. CSCA is acting as non-exclusive financial advisor to the Company in connection with the Merger and will receive a non-contingent fee from the Company for its services pursuant to the Fairness Opinion Engagement Letter, payable at the time it renders this Opinion. In addition, the Company has agreed to reimburse CSCA for certain reasonable out-of-pocket expenses and indemnify CSCA for certain liabilities arising out of the Fairness Opinion Engagement Letter. Pursuant to the terms of the Fairness Opinion Engagement Letter, CSCA may be paid additional fees at CSCA's standard hourly rates for anytime incurred should CSCA be called upon to support its findings or provide further services related to this Opinion subsequent to the delivery of this Opinion. Pursuant to a separate engagement agreement with the Company dated January 13, 2021 and subsequently amended on August 15, 2021 (the “Engagement Agreement”), CSCA will also receive a success fee from the Company, which fee is contingent upon the consummation of the Merger. Pursuant to a separate advisory agreement with the Company dated December 8, 2020, (the “Advisory Agreement”), CSCA has and will receive quarterly retainers from the Company until such agreement is terminated. In addition, the Engagement Agreement and the Advisory Agreement provide that CSCA will be reimbursed for certain reasonable out-of-pocket expenses and CSCA will be indemnified for certain liabilities arising out of its engagement pursuant to the Engagement Agreement and the Advisory Agreement. In the two years preceding the date of this Opinion, CSCA has provided certain financial advisory services for the Company, having received $1,175,000 for such services. CSCA may in the future provide investment banking and advisory services to Parent for which it may receive customary fees and reimbursement of expenses in the future.

This Opinion was approved by a fairness committee consisting of senior members of management of CSCA in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

This Opinion may not be disclosed, summarized, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with CSCA's prior written approval; however, this Opinion may, without CSCA's prior written approval, be reproduced in full in any filing by the Company or Parent with the Securities and Exchange Commission if such inclusion is required by law, rule or regulation. If narrative reference or a description of this Opinion is to be included in a filing by the Company or Parent with the Securities and Exchange Commission as referred to in the prior sentence, such reference or description shall be subject to CSCA's prior written approval, not to be unreasonably withheld or delayed.

Based upon and subject to all of the foregoing, CSCA is of the opinion that, as of the date hereof, the Common Stock Consideration to be received by the holders of Company Common Shares in the Merger is fair, from a financial point of view.