Exhibit 10.7


 


MODIV ACQUISITION CORP.


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made and entered into as of [●], 2021, between Modiv Acquisition Corp., a Delaware
corporation (the “Company”), and [●] (“Indemnitee”).


 


RECITALS


 


A.           Highly
competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


 


B.           Although
furnishing of insurance to protect persons serving a corporation and its subsidiaries from certain liabilities has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of the Company
require indemnification of the executive officers and directors of the Company and permit indemnification of other officers and
certain other persons. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State
of Delaware (“DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that their respective
indemnification provisions are not exclusive, and contemplate that contracts may be entered into between the Company and members
of the Board, officers, and other persons with respect to indemnification;


 


C.           The
uncertainties relating to such liability insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;


 


D.           The
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders, and that the Company should act to assure such persons that there will be increased certainty
of protection in the future;


 


E.            It
is reasonable, prudent, and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


F.            This
Agreement is a supplement to and in furtherance of the Company’s Bylaws and Certificate of Incorporation and any resolutions
adopted pursuant to such indemnification, and will not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee;


 


G.            Indemnitee
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate
in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve, and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified;


 




    	 		 



     


    







 


H.           Indemnitee
may have certain rights to indemnification and insurance provided by other entities or organizations which Indemnitee and such
other entities and organizations intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided
in this Agreement, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board; and


 


I.            This
Agreement supersedes and replaces in its entirety any previous indemnification agreement entered into between the Company and the
Indemnitee.


 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as an officer or a director from and after the date first written above,
the parties agree as follows:


 


1.            Indemnity
of Indemnitee. The Company agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such
may be amended from time to time, in accordance with the terms of this Agreement. In furtherance of this indemnification, and without
limiting the generality of such indemnification:


 


(a)       Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or
participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee
will be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred
by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter therein. This indemnification
is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s
conduct was unlawful.


 


(b)       Proceedings
by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(b)
if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee will be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company. Indemnification will not be provided against such Expenses if made in respect of any claim, issue, or
matter in such Proceeding as to which Indemnitee will have been adjudged to be liable to the Company unless and to the extent that
the Court of Chancery of the State of Delaware will determine that such indemnification may be made.


 


(c)       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he or she will be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
with each successfully resolved claim, issue, or matter. For purposes of this Section, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue,
or matter.


 




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2.            Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company
agrees to indemnify and hold Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she
is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of
Indemnitee. The only limitation that will exist on the Company’s obligations pursuant to this Agreement will be that the
Company will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to
the presumptions, in Sections 6 and 7) to be unlawful.


 


3.            Contribution.


 


(a)       Whether
or not the indemnification provided in Sections 1 and 2 is available, in respect of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit, or proceeding), the Company will pay, in the first instance,
the entire amount of any judgment or settlement of such action, suit, or proceeding without requiring Indemnitee to contribute
to such payment, and the Company waives and relinquishes any right of contribution it may have against Indemnitee. The Company
will not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. The
Company will not settle any Proceeding or claim in a manner that would impose any penalty or admission of guilt or liability on
Indemnitee without Indemnitee’s written consent.


 


(b)       Without
diminishing or impairing the obligations of the Company in the preceding subparagraph, if Indemnitee elects or is required to pay
all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding), the Company will contribute to the amount of Expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by
the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which
such Proceeding arose. To the extent necessary to conform to law, the proportion determined on the basis of relative benefit may
be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee,
on the other hand, in connection with the events that resulted in such expenses, judgments, fines, or settlement amounts, as well
as any other equitable considerations which the applicable law may require to be considered. The relative fault of the Company
and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among
other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which
their liability is primary or secondary, and the degree to which their respective conduct is active or passive.


 


(c)       The
Company agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by the Company’s
officers, directors, or employees, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)       To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee,
whether for


 




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judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement or for Expenses, in connection with any claim relating to an indemnifiable event under
this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding to
reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving cause
to such Proceeding; and (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee
in connection with such events and transactions.


 


4.            Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, he or she will be indemnified against all Expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.


 


5.            Advancement
of Expenses. Notwithstanding any other provision of this Agreement (other than the final sentence of this Section 5 and Section
9 hereof), the Company will advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason
of Indemnitee’s Corporate Status within 30 days after the receipt by the Company of a statement from Indemnitee requesting
such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement will reasonably evidence
the Expenses incurred by Indemnitee and will include or be preceded or accompanied by a written undertaking by or on behalf of
Indemnitee to repay any Expenses advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified against
such Expenses. Any advances and undertakings to repay pursuant to this Section 5 will be unsecured and interest free. This Section
5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 


6.            Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions will apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)          To
obtain indemnification under this Agreement, Indemnitee will submit to the Company a written request with such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company will, promptly on receipt of such a request for indemnification, advise
the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to
provide such request to the Company, or to provide such a request in a timely fashion, will not relieve the Company of any liability
that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of
the Company.


 


(b)           On
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), Indemnitee’s entitlement
to indemnification will be determined in the specific case:


 


(1)          by
one of the following four methods, which will be at the election of the Board, unless a Change in Control has occurred:


 


(i)       by
a majority vote of the Disinterested Directors, even though less than a quorum;




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(ii)       by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum;


 


(iii)       if
there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to
the Board, a copy of which will be delivered to the Indemnitee; or


 


(iv)       if
so directed by the Board, by the stockholders of the Company; or


 


(2)           if
a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to
the Indemnitee.


 


(c)          If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b), the Independent
Counsel will be selected as provided in this Section 6(c). The Independent Counsel will be selected by the Board and the Board
will notify the Indemnitee by written notice. Within 10 days after such notice has been given, Indemnitee may deliver the Company
a written objection to such selection. But, that objection may only be asserted on the ground that the Independent Counsel does
not meet the requirements of “Independent Counsel” as defined in Section 13, and the objection will include
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as
Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If no Independent
Counsel has been selected and not objected to within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a), either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection made by the Indemnitee to the Company’s selection of Independent
Counsel or for the appointment of a person selected by the court or by such other person as the court designates to serve as Independent
Counsel. The person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel
under Section 6(b). The Company will pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 6(b), and the Company will pay all reasonable fees and expenses incident
to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed. In
no event will Indemnitee be liable for fees and expenses incurred by such Independent Counsel.


 


(d)          In
making a determination with respect to entitlement to indemnification under this Agreement, the person or persons or entity making
such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome
this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure
of the Company (including by its Board or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not
met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


(e)           Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of


 




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legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and actions, or failure to act, of
any director, officer, agent or employee of the Enterprise will not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it will in
any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the Company. Anyone seeking to overcome this presumption will have the burden of proof
and the burden of persuasion by clear and convincing evidence.


 


(f)           If
the person, persons, or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
has not have made a determination within 60 days after receipt by the Company of the request, the requisite determination of entitlement
to indemnification will be deemed to have been made, and Indemnitee will be entitled to such indemnification absent (i) a misstatement
by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons, or entity
making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain
or evaluate documentation or information relating thereto. The provisions of this Section 6(f) will not apply if the determination
of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) and if (A) within 15 days after receipt
by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit
such determination to the stockholders for their consideration at an annual meeting to be held within 75 days after such receipt,
and such determination is made at that annual meeting, or (B) a special meeting of stockholders is called within 15 days after
such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been
so called and such determination is made at that special meeting.


 


(g)          Indemnitee
will cooperate with the person, persons. or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing such person, persons, or entity on reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company will act reasonably and in good
faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs
or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons,
or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification), and the Company indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)          The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption, and uncertainty. In the event that any Proceeding to which Indemnitee is a party
is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
Proceeding with or without payment of money or other consideration) it will be presumed that Indemnitee has been successful on
the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption will have the burden of proof and the burden
of persuasion by clear and convincing evidence.


 


(i)           The
termination of any Proceeding or of any claim, issue, or matter in any Proceeding, by judgment, order, settlement or conviction,
or on a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of


 




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Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.


 


7.            Remedies
of Indemnitee.


 


(a)       In
the event that (i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) subject to the limitations set forth herein,
no determination of entitlement to indemnification is made pursuant to Section 6(b) within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 1(c), 4 or the last sentence
of Section 6(g) of this Agreement within 10 days after receipt by the Company of a written request for such payment, or (v) payment
of indemnification is not made pursuant to Sections 1(a), 1(b) and 2 of this Agreement within 10 days after a determination has
been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section
6, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent
jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee will commence such proceeding seeking an adjudication
within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section
7(a). The Company will not oppose Indemnitee’s right to seek any such adjudication.


 


(b)       In
the event that a determination has been made pursuant to Section 6(b) that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 will be conducted in all respects as a de novo trial on the merits, and Indemnitee
will not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)       If
a determination has been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company will be bound
by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee
of a material fact or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading
in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d)       In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company will pay on his or her behalf, in advance, any and all expenses (of the types described
in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses, or insurance recovery.


 


(e)       The
Company will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding, and enforceable, and will stipulate in any such court that the Company is
bound by all the provisions of this Agreement. The Company will indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, will (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited
by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance


 




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policies maintained by the Company, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery,
as the case may be.


 


(f)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement will be
required to be made prior to the final disposition of the Proceeding.


 


8.            Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)       The
rights of indemnification as provided by this Agreement will not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders,
a resolution of Board, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement
will limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration, or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation,
Bylaws, and this Agreement, it is the intent of the parties of this Agreement that Indemnitee will enjoy all greater benefits so
afforded by such change. No right or remedy in this Agreement conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy will be cumulative and in addition to every other right and remedy given under this Agreement
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement,
or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)       To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents, or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise that serves at the request of the Company, the Company will cause Indemnitee to be covered in accordance with
its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company
has director and officer liability insurance in effect, the Company will give prompt notice of the commencement of such Proceeding
to the insurers in accordance with the procedures in the respective policies. The Company will thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


(c)       The
Company acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses,
or insurance provided by other entities or organizations (collectively, the “Secondary Indemnitors”). The Company
agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the
Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee
are secondary), (ii) it will be required to advance the full amount of expenses incurred by Indemnitee and will be liable for the
full amount of all Expenses, judgments, penalties, fines, and amounts paid in settlement to the extent legally permitted and as
required by the terms of this Agreement, the Company’s Certificate of Incorporation or Bylaws (or any other agreement between
the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) it irrevocably
waives, relinquishes, and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution,
subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by
the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company


 




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will affect the foregoing and the Secondary
Indemnitors will have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights
of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Secondary Indemnitors are express third
party beneficiaries of the terms of this Section 8(c).


 


(d)       Except
as provided in Section 8(c), in the event of any payment under this Agreement, the Company will be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee (other than against the Secondary Indemnitors), who will execute all
papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.


 


(e)       Except
as provided in Section 8(c), the Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
under this Agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement, or otherwise.


 


(f)       Except
as provided in Section 8(c), the Company’s obligation to indemnify or advance Expenses under this Agreement to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee, or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise will be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise.


 


9.            Exceptions
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company will not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing
will not affect the rights of Indemnitee or the Secondary Indemnitors in Section 8(c);


 


(b)       for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law;


 


(c)       in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;


 


(d)       with
respect to remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration
was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and
is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as
indicated in the last paragraph of this Section 9);


 




    	 	9	 



     


    







 


(e)       a
final judgment or other final adjudication is made that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately
dishonest or constituted willful misconduct (but only to the extent of such specific determination);


 


(f)       for
any reimbursement of the Company by Indemnitee (or any recovery by the Company from Indemnity) of (i) any bonus or other incentive-based
or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in
each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant
to Section 304 of the Sarbanes-Oxley Act or Section 954 of the Dodd-Frank Act, or the payment to the Company of profits arising
from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), or (ii) any compensation
pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including
but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange
Act;


 


(g)       on
account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the
Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled; or


 


(h)       to
cover any loss that Indemnitee may sustain as a result of Indemnitee’s agreement to pay debts and obligations to target businesses
or vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the
Company, as described in the registration statement on Form S-1 filed with the Securities and Exchange Commission in connection
with the Company’s initial public offering.


 


For purposes of this
Section 9, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with
which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 


Any provision herein
to the contrary notwithstanding, the Company will not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee
or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities
Act, or in any registration statement filed with the SEC under the Securities Act. Indemnitee acknowledges that paragraph (h) of
Item 512 of Regulation S-K promulgated under the Securities Act currently generally requires the Company to undertake, in connection
with any registration statement filed under the Securities Act, to submit the issue of the enforceability of Indemnitee’s
rights under this Agreement in connection with any liability under the Securities Act on public policy grounds to a court of appropriate
jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking
will supersede the provisions of this Agreement and to be bound by any such undertaking.


 


10.         Duration
of Agreement. All agreements and obligations of the Company contained herein will continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise) and will continue thereafter so long as Indemnitee
will be subject to any Proceeding (or any proceeding commenced under Section 7) by reason of his or her Corporate Status, whether
or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement. This Agreement will be binding on and inure to the benefit of and be enforceable by the parties
of this Agreement and their respective successors (including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors, and personal
and legal representatives.


 




    	 	10	 



     


    







 


11.         Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations under this Agreement through an irrevocable bank line of credit, funded trust,
or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent
of the Indemnitee.


 


		12.	Enforcement.



 


(a)          The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it to induce
Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying on this Agreement
in serving as an officer or director of the Company.


 


(b)          Other
than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties with respect to this subject
matter and supersedes all prior agreements and understandings, oral, written and implied, between the parties with respect to this
subject matter.


 


		13.	Definitions. For purposes of this Agreement:



 


(a)          “Beneficial
Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner
will exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of
the Company with another entity.


 


(b)          “Board”
means the Board of Directors of the Company.


 


(c)          “Change
in Control” means the earliest to occur after the date of this Agreement of any of the following events:


 


(i)       Acquisition
of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities
of the Company representing twenty five percent (25%) or more of the combined voting power of the Company’s then outstanding
securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from
a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 


(ii)       Change
in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by
a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this
definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority
of the members of the Board;


 


(iii)       Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 51% of the combined voting power of the voting securities of the surviving entity




    	 	11	 



     


    

 


 


outstanding immediately after such merger
or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity;


 


(iv)       Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


(v)       Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether
or not the Company is then subject to such reporting requirement.


 


(d)          “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or
was serving at the express written request of the Company.


 


(e)          “Disinterested
Director” means a non-executive director of the Company who is not and was not a party to the Proceeding in respect of
which indemnification is sought by Indemnitee.


 


(f)           “Dodd-Frank
Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.


 


(g)          “Enterprise”
means the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(h)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(i)           “Expenses”
includes all documented and reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting
to, a request to provide discovery in any Proceeding. Expenses also will include Expenses incurred in connection with any appeal
resulting from any Proceeding and any federal, state, local, or foreign taxes imposed on the Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses will not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j)           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement.
Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses,


 




    	 	12	 



     


    




 


claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.


 


(k)          “Person”
for purposes of the definition of Beneficial Owner and Change in Control set forth above, will have the meaning as set forth in
Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person will exclude (i) the Company, (ii) any trustee or
other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(l)           “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any
action taken by him or her or of any inaction on his or her part while acting as an officer or director of the Company, or by reason
of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he or she is acting
or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under
this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant
to Section 7 of this Agreement to enforce his or her rights under this Agreement.


 


(m)         “Sarbanes-Oxley
Act” will mean the Sarbanes-Oxley Act of 2002, as amended.


 


(n)          “SEC”
will mean the Securities and Exchange Commission.


 


(o)           “Securities
Act” will mean the Securities Act of 1933, as amended.


 


14.         Severability.
The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
will be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.         Modification
and Waiver. No supplement, modification, termination, amendment or waiver of this Agreement will be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or will constitute
a waiver of any other provisions hereof (whether or not similar) nor will such waiver constitute a continuing waiver.


 


16.          Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered under this Agreement. The failure to so notify the Company will not relieve the Company of
any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure
or delay materially prejudices the Company.


 


17.          Notices.
All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively
given: (a) upon personal delivery to the party to be notified,


 




    	 	13	 



     


    

  


(b) when sent by confirmed electronic mail
or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c)
five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1)
day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications will be sent:


 


		(a)	To Indemnitee at the address on the books and records of the Company.



 


		(b)	To the Company at:



 


Modiv Acquisition Corp.


120 Newport Center
Drive


Newport Beach, CA 92660


Attention: Chief Executive
Officer


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act or other applicable law) or other transmission method and in two or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument and be deemed to have been duly and validly delivered and
be valid and effective for all purposes.


 


19.          Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and will not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


20.         Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties will be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement will be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and
not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit
to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with
this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
irrevocably [Corporate Creations Network Inc.] as its agent in the State of Delaware for acceptance of legal process in connection
with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally
within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware
Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	14	 



     


    




 





The parties have executed
this Agreement on and as of the day and year first above written.


 


	 	MODIV ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:	 


 


[Signature Page of Indemnity Agreement]