Exhibit 4.2

     

    	
            NUMBER

            MACS

          	
             

          	
            SHARES

          


     

    MODIV ACQUISITION CORP

      INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

      COMMON STOCK

     

    	
             

          	
             

          	
            SEE REVERSE FOR

            CERTAIN DEFINITIONS

             

          
	
            This Certifies that

          	
             

          	
            CUSIP               

          
	
            is the owner of

          	
             

          	
             

          


     

    FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH

      OF THE COMMON STOCK OF

    MODIV ACQUISITION CORP

     

    transferable on the books of Modiv Acquisition Corp, a Delaware corporation (the “Corporation”), in person or by
      duly authorized attorney upon surrender of this certificate properly endorsed. The Corporation will be forced to liquidate if it is unable to complete an initial business combination within the period of time as set forth in the Corporation’s
      Certificate of Incorporation, as the same may be amended from time to time, all as more fully described in the Corporation’s final prospectus dated                     ,
      2021

     

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

     

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

     

    	
            Dated:

          	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          	
             

          
	
            CHAIRMAN

          	
             

          	
            [INSERT SEAL HERE]

          	
             

          	
            CHIEF EXECUTIVE OFFICER

          


     

    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.

     

    
      

      

       

      

      

    

     

    
      
        


    

     

    Modiv Acquisition Corp

     

    The Corporation will furnish without charge to each stockholder who so requests the powers, designations,
      preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the
      shares represented thereby are issued and shall be held subject to all the provisions of the Corporation’s Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common
      Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

     

    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)

          
	
             

          
	
             

          
	
             

          
	
             

          


     

    	
             

          	
             

          	
             shares

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

          	
             

          	
             

          


     

    	
             

          	
             

          	
             Attorney

          
	
            to transfer the said stock on the books of the within named Corporation 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 only in the
      event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’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.