Exhibit 4.1

     

    	
            NUMBER 

            MACSU

          	
             

          	
            UNITS

          


     

    	
            SEE REVERSE FOR

            CERTAIN DEFINITIONS

          	
            MODIV ACQUISITION CORP.

          	
             

          


     

    CUSIP               

     

    UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

      EACH WARRANT TO PURCHASE ONE-HALF SHARE OF COMMON STOCK

     

    	
            THIS CERTIFIES THAT

          	
             

          	
             

          


     

    	
            is the owner of

          	
             

          	
            Units.

          


     

    Each Unit (“Unit”)
      consists of one share of common stock, par value $0.0001 per share (“Common Stock”), of Modiv Acquisition Corp, a Delaware
      corporation (the “Company”), and one redeemable warrant (the “Warrant(s)”). Each Warrant entitles the holder to purchase one half (1/2) share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the
      later of (i) the Company’s completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (“Business Combination”) and (ii) one year after the effective date of the registration statement relating to the Company’s initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon
      redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not
      transferable separately prior to the 90th day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation in the discretion of Chardan Capital Markets, LLC, provided that the Company has filed with the Securities and
      Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading will begin. The terms of the
      Warrants are governed by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2021, between the Company and American Stock Transfer & Trust Company, LLC, as the warrant agent, and are subject to the terms and provisions contained
      therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of American Stock Transfer & Trust Company, LLC at 48 Wall Street, 22nd Floor,
      New York, New York 10005 and are available to any Warrant Holder on written request and without cost.

      

    This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

     

    Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

      

    	
            By

          	
             

          	
             

          	
             

          
	
             

          	
            Chairman of the Board

          	
             

          	
            Chief Executive Officer

          


     

     

     

    
      
        


    

    Modiv Acquisition Corp

     

    The Company will furnish without charge to each stockholder who so requests, a statement of the powers,
      designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

     

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

     

    	
            TEN COM

          	
            -

          	
            as tenants in common

          	
            UNIF GIFT MIN ACT-

          	
             

          	
            Custodian

          	
             

          	
             

          
	
            TEN ENT

          	
            -

          	
            as tenants by the entireties

          	
             

          	
             

          	
            (Cust)

          	
             

          	
            (Minor)

          	
             

          
	
            JT TEN

          	
            -

          	
            as joint tenants with right of survivorship

          	
            under Uniform Gifts to Minors

          	
             

          	
             

          
	
             

          	
             

          	
            and not as tenants in common

          	
            Act

          	
             

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
            (State)

          	
             

          	
             

          	
             

          	
             

          


     

    Additional abbreviations may also be used though not in the above list.

    	
             

          	
             

          	
             

          	
             

          	
             

          
	
            For value
                received,                      hereby sell,
                assign and transfer unto

          


      

    	
            PLEASE INSERT SOCIAL SECURITY OR OTHER

            IDENTIFYING NUMBER OF ASSIGNEE

          	
             

          
	
             

          	
             

          
	
             

             

             

          	
             

          


     

    	
            (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

          
	
             

          


     

    	
             

          	
             

          	
            Units

          


    represented by the within Certificate, and do hereby irrevocably constitute and appoint

     

    	
             

          	
             

          	
            Attorney to transfer

          


    the said Units on the books of the within
        named Company will full power of substitution in the premises.

     

    Dated____________

     

    	
             

          	
             

          
	
             

          	
            Notice:

          	
            The signature to this assignment must correspond with the name as

              written upon the face of the certificate in every particular, without

              alteration or enlargement or any change whatever.

          


     

    Signature(s) Guaranteed:

    	
             

          	
             

          	
             

          	
             

          	
             

          
	
            THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
              AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

          	
             

          	
             

          


     

    The holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account with respect to
      the common stock underlying this certificate only in the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Company’s Certificate of
      Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his/hers/its shares upon consummation of, or sell his/hers/its shares in a tender offer in connection with, an initial business
      combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.