Exhibit 10.3

   

  STOCK ESCROW AGREEMENT

   

  This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among MODIV ACQUISITION CORP., a Delaware corporation (“Company”),
    and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).

   

  WHEREAS, the Company has entered into an Underwriting Agreement, dated as of [●], 2021 (“Underwriting Agreement”), with Chardan Capital Markets,
    LLC acting as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an
    additional 1,500,000 Units if the Underwriters exercise their over- allotment option in full. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), one warrant, with each warrant entitling the
    holder thereof to purchase one-half (1⁄2) of one share of Common Stock at an exercise price of $11.50 per share, all as more fully described in the Company’s final Prospectus, dated [●], 2021 (“Prospectus”), comprising part of the Company’s Registration
    Statement on Form S-1 (File No. 333-[●]) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on [●], 2021 (“Effective Date”).

   

  WHEREAS, the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their “founder shares” (as defined in the
    Prospectus), as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.

   

  WHEREAS, the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as
    hereinafter provided.

   

  IT IS AGREED:

   

  1.            Appointment of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance
    with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

   

  2.            Deposit of Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent
    certificates representing such Initial Shareholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Shareholders acknowledges that the
    certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

   

  3.            Disbursement of the Escrow Shares.

   

  3.1       The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the
    Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the
    closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, stock capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the
    closing of the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the closing of an initial Business Combination. The Company shall promptly provide notice of the consummation
    of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder;

   

  
  
    	 		 


  

  
     

  

  
  

   

  provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the
    Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates an initial Business Combination, the Company (or the surviving entity)
    subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then
    the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such
    transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the
    Escrow Shares in accordance with this Section 3.1.

   

  3.2       Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of
    the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares
    held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the
    denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
    which is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over- allotment option and the number of Units, if any, purchased by the Underwriters in connection with their
    exercise thereof.

   

  4.            Rights of Initial Shareholders in Escrow Shares.

   

  4.1       Voting Rights as a Shareholder. Subject to the terms of the Insider Letters (as defined below) described in Section 4.4
    hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

   

  4.2       Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with
    respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used
    herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

   

  4.3       Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to any persons or
    entities (including their affiliates and stockholders) participating in the private placement of the “private warrants” (as defined in the Prospectus), and officers, directors, stockholders, employees and members of the Initial Shareholders and their
    respective affiliates, (2) amongst the Initial Shareholders (including, to the extent the Initial Shareholders are entities, to such entity’s members, partners, stockholders or other equity holders) or to the Company’s officers, directors and
    employees, (3) if any Initial Shareholder is an entity, as a distribution to its partners, stockholders, or members upon its liquidation, (4) by bona fide gift to a member of the Initial Shareholder’s (or its permitted transferee’s) immediate family or
    to a trust, the beneficiary of which is the Initial Shareholder (or its permitted transferee) or a member of the Initial Shareholder’s (or its permitted transferee’s) immediate family, for estate planning purposes, (5) by virtue of the laws of descent
    and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in

   

  
  
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  connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the founder shares were originally purchased
    or (9) for the cancellation of up to 375,000 shares of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s initial business
    combination, in each case (except for clause 9 or with the Company’s prior consent) where such permitted transferee agrees to the terms of this Agreement and the Insider Letter (as defined below).

   

  4.4       Insider Letters. Each of the Initial Shareholders has executed a letter agreement with the Representative and the Company, dated as
    indicated on Exhibit C hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited to the
    liquidation of the Company.

   

  		5.	Concerning the Escrow Agent.


   

  5.1       Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
    of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper
    or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
    presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the
    proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

   

  5.2       Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
    reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
    services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
    any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action
    in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final,
    non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the
    Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

   

  5.3       Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it
    hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and
    disbursements and all taxes or other governmental charges.

   

  5.4       Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause
    to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to
    evidence compliance herewith or to assure itself that it is protected in acting hereunder.

   

  
  
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  5.5       Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its
    giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the
    Company, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the [90]1
    day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.

   

  5.6       Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
    requested in writing at any time by the other parties hereto, jointly; provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

   

  5.7       Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its
    own gross negligence or its own willful misconduct.

   

  5.8       Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
    or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
    reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

   

  6.            Miscellaneous.

   

  6.1       Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with
    the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

   

  6.2       Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Representative is a third party beneficiary of
    this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representative.

   

  6.3       Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter
    hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

   

  6.4       Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
    interpretation thereof.

   

  6.5       Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their
    legal representatives, successors and assigns; provided, that the Escrow Agent may not assign this Agreement without the prior written consent of the Company.

   

  6.6       Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
    personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, or by e-mail as described below, and shall be deemed given when so delivered personally or by e-mail or, if mailed
    or sent by private

    

  
  
     

  

  
  

  		1	Note to Draft: To match successor trustee period in Investment Management Trust Agreement.


   

  

  
  
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  national courier service, two days after the date of mailing or the date of delivery to the private national courier service, as follows:

   

  If to the Company, to: 

   

  Modiv Acquisition Corp.

  120 Newport Center Drive

  Newport Beach, CA 92660

  Attn: Raymond J. Pacini

  Email: rpacini@modiv.com

   

  with a copy (which copy shall not constitute notice) to:

  Loeb & Loeb LLP

  345 Park Avenue

  New York, NY 10154

  Attn: Mitchell S. Nussbaum, Esq. and Tahra Wright, Esq.

  Email: mnussbaum@loeb.com; twright@loeb.com

   

  If to an Initial Shareholder, to such Initial Shareholder’s address set forth in Exhibit A.

   

  If to the Escrow Agent, to:

   

  American Stock Transfer & Trust Company, LLC

  

  6201 15th Avenue

  

  Brooklyn, NY 11219

  Attn: Corporate Actions

  

  Email: reorg_rm@astfinancial.com

   
  with a copy (which copy shall not constitute notice) to:

  Chardan Capital Markets LLC

  17 State Street, 21st Floor

  New York, NY 10004

  Attn: George Kaufman

  Email: gkaufman@chardancm.com

   

  and

  Reed Smith LLP

  599 Lexington Avenue

  New York, NY 10022

  Attn: Ari Edelman, Esq. and Jared Kelly, Esq.

  Email: AEdelman@reedsmith.com; Jared.Kelly@reedsmith.com

   

  The parties hereto consent to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below the
    respective party’s name in this Section 6.6. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
    address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not
    affect the foregoing. The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

   

  
  
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  6.7       Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the
    Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

   

  [Signature Page Follows]

   

  
  
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  WITNESS the execution of this Agreement as of the date first above written.

   

  	 	COMPANY:
	 	 
	 	MODIV ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

          
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INITIAL SHAREHOLDERS: 
	 	 	 
	 	MODIV VENTURE FUND, LLC
	 	 	 
	 	By:	 
	 	Name:	Aaron S. Halfacre
	 	Title:	Chief Executive Officer


   

  [Signature Page to Stock Escrow Agreement]

   

  
  
    	 		 


  

  
     

  

  
  

   

  EXHIBIT A

  Initial Shareholders

   

  	Name of Initial Shareholder	Number of Shares	Date of Insider Letter
	Modiv Venture Fund, LLC	2,875,000	[●], 2021
	 	 	 


   

  
  
    	 		 


  

  
     

  

  
   

  EXHIBIT B

  Escrow Shares Subject to Forfeiture

   

  Modiv Venture Fund, LLC – 375,000

   

  
  
    	 		 


  

  
     

  

  
   

  EXHIBIT C

  Insider Letter(s)

   

  Insider Letter by and between the Company, Modiv Venture Fund, LLC and Chardan Capital Markets LLC, dated [●], 2021.