Exhibit 10.2

    

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Agreement is made as of [●], 2021 by and between Modiv Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC
    (“Trustee”).

   

  WHEREAS, the Company’s registration statement on Form S-1, No. 333-[●] (“Registration Statement”) for its initial public offering of securities
    (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

   

  WHEREAS, Chardan Capital Markets, LLC is acting as representative of the underwriters in the IPO (the “Representative”); and

   

  WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, an
    aggregate of $100,000,000 of the proceeds of the IPO ($115,000,000 if the over-allotment option is exercised in full) and a private placement of warrants occurring substantially concurrently with the IPO will be delivered to the Trustee to be deposited
    and held in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee will be
    referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the
    “Beneficiaries”); and

   

  WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
    hold the Property.

   

  THEREFORE, IT IS AGREED:

   

  		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


   

  (a)       Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a
    segregated trust account (“Trust Account”) established by the Trustee at [●] in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

   

  (b)       Manage, supervise and administer the Trust Account subject to the terms and conditions set forth
    herein;

   

  (c)       In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in
    United States government treasury bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest
    solely in U.S. treasuries, as determined by the Company, it being understood that the Trustee has no obligation to monitor or question the Company’s determination that an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to invest in any other securities or assets, it being understood
    that the Trust Account will earn no interest while the account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits and other consideration;

   

  (d)       Collect and receive, when due, all principal and income arising from the Property, which shall become
    part of the “Property,” as such term is used herein;

   

  (e)       Notify the Company and the Representative of all communications received by it with respect to any
    Property requiring action by the Company;

   

  
  
    	 		 


  

  
     

  

  
  

  

   

  (f)       Supply any necessary information or documents as may be requested by the Company in connection with
    the Company’s preparation of its tax returns relating to assets held in the Trust Account;

   

  (g)      Participate in any plan or proceeding for protecting or enforcing any right or interest arising from
    the Property if, as and when instructed by the Company to do so;

   

  (h)      Render to the Company monthly written statements of the activities of and amounts in the Trust Account
    reflecting all receipts and disbursements of the Trust Account; and

   

  (i)       Commence liquidation of the Trust Account only after and promptly after receipt of, and only in
    accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer and Chief Financial
    Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
    Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the closing of the IPO (the “Closing,” and such date, the “Last
    Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

   

  		2.	Limited Distributions of Income from Trust Account.


   

  (a)       Upon written request from the Company, which may be given from time to time in a form substantially
    similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any tax obligations owed by the Company.

   

  (b)       The limited distributions referred to in Section 2(a) above shall be made only from income collected
    on the Property. Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.

   

  (c)       The Company shall provide the Representative with a copy of any Termination Letters and/or any other
    correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

   

  		3.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


   

  (a)       Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive
    Officer and Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
    which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

   

  (b)       Subject to the provisions of Sections 5 and 7(h) of this Agreement, hold the Trustee harmless and
    indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the
    Trustee involving any claim, or in connection with any claim

   

  
  
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  or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of
    the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to
    which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
    against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
    without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel.

   

  (c)       Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each
    disbursement made pursuant to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees except
    for disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and
    thereafter on the anniversary of the Effective Date. Except as set forth in this Section 3(c) and Section 3(b) hereof, the Company shall not be responsible for any other fees or charges of the Trustee.

   

  (d)       In connection with any vote of the Company’s shareholders regarding a Business Combination, provide
    to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such Business Combination; and

   

  (e)       In the event that the Company directs the Trustee to commence liquidation of the Trust Account
    pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.

   

  		4.	Limitations of Liability. The Trustee shall have no responsibility or liability to:


   

  (a)       Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and
    the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;

   

  (b)       Institute any proceeding for the collection of any principal and income arising from, or institute,
    appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds
    sufficient to pay any expenses incident thereto;

   

  (c)       Change the investment of any Property, other than in compliance with paragraph 1(c), and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide
      timely written investment instruction;

   

  (d)       Refund any depreciation in principal of any Property;

   

  (e)       Assume that the authority of any person designated by the Company to give instructions hereunder
    shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

   

  
  
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  (f)       The other parties hereto or to anyone else for any action taken or omitted by it, or any action
    suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee 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 Trustee), 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 Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any
    waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are
    affected, unless it shall give its prior written consent thereto;

   

  (g)       Verify the correctness of the information set forth in the Registration Statement or to confirm or
    assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;

   

  (h)       File local, state and/or federal tax returns or information returns with any taxing authority on
    behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;

   

  (i)       Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall
    not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);

   

  (j)       Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement
    or document other than this Agreement and that which is expressly set forth herein; and

   

  (k)       Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to
    Section 1(i) or 2(a) above.

   

  5.            Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest
    or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the
    Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies
    in the Trust Account.

   

  		6.	Termination. This Agreement shall terminate as follows:


   

  (a)       If the Trustee gives written notice to the Company that it desires to resign under this Agreement,
    the Company shall use its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
    Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
    to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within 90 days of receipt of the resignation notice from the Trustee, the Trustee may submit an
    application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

   

  
  
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  (b)       At such time that the Trustee has completed the liquidation of the Trust Account in accordance with
    the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b).

   

  		7.	Miscellaneous.


   

  (a)       The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set
    forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
    immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it by the
    Company, including account names, account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error in
    the information or transmission of the wire.

   

  (b)       This Agreement shall be governed by and construed and enforced 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. It may be executed in several original or facsimile counterparts, each one of which shall
    constitute an original, and together shall constitute but one instrument.

   

  (c)       This Agreement contains the entire agreement and understanding of the parties hereto with respect to
    the subject matter hereof. Except for Section 1(i) (which may only be amended with the approval of the holders of at least 65% of the shares of Common Stock sold in the IPO), this Agreement or any provision hereof may only be changed, amended or
    modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the Representative. As to any claim, cross-claim or counterclaim in any way
    relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.

   

  (d)       The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
    City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder.

   

  (e)       Any notice, consent or request to be given in connection with any of the terms or provisions of this
    Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by e-mail transmission:

   

  if to the Trustee, to:

  American Stock Transfer & Trust Company, LLC

  

  6201 15th Avenue

  

  Brooklyn, NY 11219

  Attn: Relationship Management

  Email: admin12@astfinancial.com

   

  if to the Company, to:

  Modiv Acquisition Corp.

  120 Newport Center Drive

  Newport Beach, CA 92660

   

  
  
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  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

   

  in either case 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

   

  (f)       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 Section 7(e) hereto. 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.

   

  (g)       This Agreement may not be assigned by the Trustee without the prior consent of the Company.

   

  (h)       Each of the Trustee and the Company hereby represents that it has the full right and power and has
    been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder.

   

  (i)       Each of the Company and the Trustee hereby acknowledge that Representative is a third party
    beneficiary of this Agreement.

   

  [Signature Page Follows]

   

  
  
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   IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

   

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


   

  [Signature Page to Investment Management Trust Agreement]

   

  
  
    	 		 


  

  
     

  

  
  

   

  SCHEDULE A1

   

  	Fee Item	Time and method of payment	Amount
	Initial acceptance fee	Initial closing of IPO by wire transfer	 
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire
            transfer or check	 
	Transaction processing fee for disbursements to Company under Section 2	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 
	Paying Agent services as required pursuant to Section 1(i)	Billed to Company upon delivery of service pursuant to Section 1(i)	Market Rate
	 	 	 


   

  

  
  
     

  

  
  

  		1	Note to Draft: To be updated based on Company’s engagement agreement with Trustee.


   

  
  
    	 		 


  

  
     

  

  
  

   

  EXHIBIT A

   

  [Letterhead of Company]

  [Insert date]

   

  American Stock Transfer & Trust Company, LLC

  

  6201 15th Avenue

  

  Brooklyn, NY 11219

  Attn: Relationship Management

   

  Re: Trust Account No. [●] – Termination Letter

  [Gentlemen]:

   

  Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and American Stock Transfer
    & Trust Company, LLC (“Trustee”), dated as of [●], 2021 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement with [●] (“Target Business”) to consummate a business combination with Target Business (“Business
    Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined
    shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [●] and to transfer the
    proceeds to the above-referenced account at [●] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
    Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [●] awaiting distribution, the Company will not earn any interest or dividends.

   

  On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated
    and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [●], which verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company
    and Chardan Capital Markets LLC (whose consent not to be unreasonably withheld) with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust
    Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
    Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the
    funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

   

  In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
    you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
    business day immediately following the Consummation Date as set forth in the notice.

   

  [Signature Page Follows]

   

  
  
    	 		 


  

  
     

  

  
   

  	 	Very truly yours,
	 	 
	 	MODIV ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Aaron S. Halfacre
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer


   

  cc: Chardan Capital Markets, LLC

   

  
  
    	 		 


  

  
     

  

  
   

  EXHIBIT B

   

  [Letterhead of Company]

  [Insert date]

   

  American Stock Transfer & Trust Company, LLC

  

  6201 15th Avenue

  

  Brooklyn, NY 11219

  Attn: Relationship Management

   

  Re: Trust Account No. [●] – Termination Letter

  [Gentlemen]:

   

  Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and American Stock Transfer
    & Trust Company, LLC (“Trustee”), dated as of [●], 2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and
    Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [●] and to transfer
    the total proceeds to the trust operating account at [●] to await distribution to the Public Shareholders. The Company has selected [[●], 20__] as the effective date for the purpose of determining when the Public Shareholders will be entitled to
    receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and in your
    separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all
    the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.

   

  	 	Very truly yours,
	 	 
	 	MODIV ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Aaron S. Halfacre
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer


   

  cc: Chardan Capital Markets, LLC

   

  
  
    	 		 


  

  
     

  

  
   

  EXHIBIT C

   

  [Letterhead of Company]

  [Insert date]

   

  American Stock Transfer & Trust Company, LLC

  

  6201 15th Avenue

  

  Brooklyn, NY 11219

  Attn: Relationship Management

   

  Re: Trust Account No. [●] – Withdrawal Instructions

   

  [Gentlemen]:

   

  Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and American Stock Transfer
    & Trust Company, LLC (“Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay
    for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION]

   

  	 	Very truly yours,
	 	 
	 	MODIV ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Aaron S. Halfacre
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	Raymond J. Pacini
	 	Title:	Chief Financial Officer


   

  cc: Chardan Capital Markets, LLC