Exhibit 4.3

      

    

     

    

    Form of Warrant Certificate

    

    

    [FACE]

    Number

    

    

    Warrants

    

    

    THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

    THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

    IN THE WARRANT AGREEMENT DESCRIBED BELOW

    

    

    Modiv Acquisition Corp.

    Incorporated Under the Laws of the State of Delaware

    

    

    CUSIP [●]

    

    

    Warrant Certificate

    

    

    This Warrant
        Certificate certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) evidenced hereby (the “Warrants” and
      each, a “Warrant”) to purchase [●] shares of common stock, par value $0.0001 per share (“Common Stock”), of Modiv Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant
      entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the
      Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the
      Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

    

    

    Each whole Warrant is initially exercisable for one-half (1⁄2) share of Common Stock. No fractional shares will be
      issued upon exercise of any Warrant. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common
      Stock to be issued to the holder of the Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

    

    

    The initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per whole share. The
      Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

    

    

    Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the
      Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

    

    

    Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and
      such further provisions shall for all purposes have the same effect as though fully set forth at this place.

    

    

    This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the
      Warrant Agreement.

    

    

    
      
        


    

    

    

    This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New
      York.

    

    

    	 	
            MODIV ACQUISITION CORP.

          
	 	 	 
	 	
            By:

          	 
	 	
            Name:

          	
            Raymond J. Pacini

          
	 	
            Title:

          	
            Chief Financial Officer

          
	 	 	 
	 	 	 
	 	
            AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

          
	 	 	 
	 	
            By:

          	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    

    

    
      
        


      

    

    

    

    [Form of Warrant Certificate]

    

    

    [REVERSE]

    

    

    The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the
      holder on exercise to receive [●] shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant
        Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a
      description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant
      Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

    

    

    Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of
      Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as
      specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants
      exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

    

    

    [Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised
      unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current,
      except through “cashless exercise” as provided for in the Warrant Agreement.]1

    

    

    The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock
      issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon
      exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the holder of the Warrant.

    

    

    Warrant Certificates, when surrendered at the designated office(s) of the Warrant Agent by the Registered Holder
      thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant
      Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

    

    

    Upon due presentation for registration of transfer of this Warrant Certificate at the office(s) of the Warrant
      Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the
      Warrant Agreement, without charge except for any tax or other third-party charges imposed in connection therewith.

    

    

    The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of
      this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor
      the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

    

    
      
        
          1 To be included only for Public Warrants.

        

      

      
        


    

    

    

    Election to Purchase

    

    

    (To Be Executed Upon Exercise of Warrant)

    

    

    The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to
      receive [●] shares of common stock, par value $0.0001 per share (“Common Stock”), and herewith tenders payment for such shares of Common Stock to
      the order of Modiv Acquisition Corp. (the “Company”) in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a
      certificate for such shares of Common Stock be registered in the name of [●], whose address is [●], and that such shares of Common Stock be delivered to [●], whose address is [●]. If said number of shares of Common Stock is less than all of the
      shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is [●], and that such Warrant
      Certificate be delivered to [●], whose address is [●].

    

    

    In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section
          6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.3
      of the Warrant Agreement.

    

    

    In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless
      exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with Section 3.3.2 or Section 6.3, as applicable, of the Warrant Agreement which allows for such cashless exercise and (ii) the
      holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provision of the Warrant Agreement, to receive [●] shares of Common
      Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
      balance of such shares of Common Stock be registered in the name of [●], whose address is [●], and that such Warrant Certificate be delivered to [●], whose address is [●].

    

    

    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 SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).

    

    

    	
            Date:

          	 	 	 
	 	 	 	
            (Signature)

          
	 	 	 	 
	 	 	 	 
	 	 	 	
            (Address)

          
	 	 	 	 
	 	 	 	 
	 	 	 	
            (Tax Identification Number)

          
	 	 	 	 
	
            Signature Guaranteed: