Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Modiv Acquisition Corp., a
Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page
hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Investors
and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of
the securities held by them as of the date hereof.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Board”
means the board of directors of the Company.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form S-3”
is defined in Section 2.2.4.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 




    	 		 



     


    







 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 7.4.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Private Warrants”
means the aggregate of 8,400,000 Warrants that Modiv Venture Fund, LLC is privately purchasing simultaneously with the consummation
of the Company’s initial public offering.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a registration
statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Warrants (and underlying shares of Common Stock) and (iii)
any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of
the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by an Investor.
Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in replacement of such Initial Shares and Private Warrants (and underlying
shares of Common Stock). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding; or (d) the Registrable Securities are freely saleable under Rule
144 without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement,
dated as of [●], 2021, by and among the Sponsor and Continental Stock Transfer & Trust Company.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Sponsor”
means Modiv Venture Fund, LLC, an Investor.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Units”
means the units of the Company, each comprised of one share of Common Stock and one Warrant entitling the holder to purchase one-half
(1⁄2) share of Common Stock.


 




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“Warrant(s)”
means the warrants of the Company.


 


		2.	REGISTRATION RIGHTS.



 


		2.1	Demand Registration.



 


2.1.1       Request
for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination
with respect to the Private Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities,
but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●])
(the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants and
(b) with respect to clause (ii) the holders of a majority-in-interest of the Initial Shares, may make a written demand for registration
under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may be (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be
sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand
Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect
more than three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2       Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the
Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement
has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any
stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to
such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3       Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which


 




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the Demanding Holders desire to sell, taken
together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock,
if any, as to which a registration has been requested pursuant to written contractual piggy-back registration rights held by other
stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold
in such underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each
such Demanding Holder has requested be included in such registration, regardless of the number of shares held by each such Demanding
Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
of Shares.


 


2.1.5       Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to
include all of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration,
then such registration shall not count as a Demand Registration provided for in Section 2.1.


 


		2.2	Piggy-Back Registration.



 


2.2.1       Piggy-Back
Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders
of the Company (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other
than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice
of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2, the Company shall cause such Registrable
Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof.


 




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All holders of Registrable Securities proposing
to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth
under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective
Date.


 


2.2.2       Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a)       If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number
of Shares;


 


(b)       If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum
Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.


 


2.2.3       Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal,


 




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the Company shall pay all expenses incurred
by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4       Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to effect
such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests.
Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s
or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that
the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available
for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at
any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.


 


		3.	REGISTRATION PROCEDURES.



 


3.1         Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1       Filing
Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable
best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the
right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish
to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the
Board, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at
such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately
preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2       Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein, except for such exhibits and documents available
on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), the prospectus
included in such Registration Statement (including each preliminary


 




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prospectus), and such other documents as
the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order
to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3       Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and
other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution
set forth in such Registration Statement or such securities have been withdrawn.


 


3.1.4       Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment.


 


3.1.5       State
Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6       Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made
to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of
Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration
statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with
respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such
sale with such holder’s


 




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material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly
for inclusion in such Registration Statement.


 


3.1.7       Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate in all reasonable respects in
any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.


 


3.1.8       Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any of them in connection with such Registration Statement.


 


3.1.9       Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and
make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.10       Listing.
The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed
on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority
of the Registrable Securities included in such registration.


 


3.1.11       Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000,
the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2         Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by
the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3         Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant


 




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to Section 2.2, and any registration on
Form S-3 effected pursuant to Section 2.2.4, and all expenses incurred in performing or complying with its other obligations under
this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry Regulatory
Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company; (viii) the reasonable fees and expenses of any special experts retained by the Company in
connection with such registration; and (ix) the reasonable fees and expenses (not to exceed $30,000) of one legal counsel selected
by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no
obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten
offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.


 


3.4          Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


		4.	INDEMNIFICATION AND CONTRIBUTION.



 


4.1          Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement
(or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained
in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable
to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company
shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor
Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, judgment,
claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder
expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of
the indemnification provided above in this Section 4.1.


 




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4.2          Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other person, if any, who controls the Company, another selling holder or such Underwriter within the meaning of
the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses,
claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained
in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in
writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers,
each Underwriter (if any) and each other selling holder or controlling person for any legal or other expenses reasonably incurred
by any of them in connection with investigation or defending any such loss, claim, judgment, damage, liability or action. Each
selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount
of any net proceeds actually received by such selling holder.


 


4.3          Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect
to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such
claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of
its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying
Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such
separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses (subject to the proviso at the end of this sentence) of such counsel to be paid by such Indemnifying Party if, based upon
the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them; provided, however, that the Indemnifying Party shall only be obligated
to pay the fees and expenses of one such separate counsel for all Indemnified Parties in such circumstances. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such


 




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claim or proceeding. In addition, no Indemnified
Party, in any action or pending or threatened proceeding, or based on any claim, in which it may seek indemnification hereunder
from any Indemnifying Party, shall consent to entry of judgment or effect any settlement of any such action, claim or proceeding
without such Indemnifying Party’s prior written consent.


 


		4.4	Contribution.



 


4.4.1       If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein with respect to which such Indemnified Party would otherwise
be entitled to such indemnification, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2       The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.


 


4.4.3       The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the second
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder
from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.


 


		5.	INTENTIONALLY OMITTED.



 


		6.	RULE 144.



 


6.1         Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.


 




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7.            MISCELLANEOUS.


 


7.1         Other
Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration
statement on Form S-1 (File No. 333-[●]), no person, other than the holders of the Registrable Securities, has any right
to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s
capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account
of any other person.


 


7.2         Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part without the consent of the holders of a majority of Registrable Securities. This
Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated
by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any
such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties
and to the permitted assigns of the Company and the holders of Registrable Securities. This Agreement is not intended to confer
any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section
7.2.


 


7.3         Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or electronic transmission,
addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice
shall be deemed given on the date of service or transmission if personally served or transmitted electronically by e-mail; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery. The parties hereto consent
to the delivery of notices or other communications by electronic transmission at the e-mail address set forth below the respective
party’s name in this Section 7.3. 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.


 


To the Company:


 


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


 




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


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


 


To an Investor, to the address
set forth below such Investor’s name on Exhibit A hereto.


 


7.4         Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


7.5         Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.


 


7.6         Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the
parties, whether oral or written.


 


7.7         Term.
This Agreement shall terminate on the seven-year anniversary of the date hereof.


 


7.8         Titles
and Headings; Amendments. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement. No amendment, modification or termination of this Agreement shall be binding
upon the holders of Registrable Securities unless executed in writing by the holders of a majority of the Registrable Securities.
Any amendment, modification or termination of this Agreement approved in writing by the holders of a majority of the Registrable
Securities shall be binding upon all holders of Registrable Securities and their permitted assignees.


 


7.9        Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 


7.10       Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, any Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights
by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal
or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or


 




    	 	13	 



     


    




 


remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


 


7.11       Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


7.12       Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of any Investor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	MODIV ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer
	 	 	 
	 	INVESTORS:
	 	 
	 	MODIV VENTURE FUND, LLC
	 	 	 
	 	By:	 
	 	Name:	Aaron S. Halfacre
	 	Title:	Chief Executive Officer


 


[Signature Page to Registration Rights
Agreement]


 




    	 		 



     


    




 


EXHIBIT A


 


	Name of Investor	Address
	 	 
	Modiv Venture Fund, LLC	120 Newport Center Drive
	 	Newport Beach, CA  92660