Exhibit 10.2


  


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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


 


(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);


 


(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:


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Douglas
Reed


Email: fwolf@continentalstock.com


Email: dreed@continentalstock.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.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, 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]


 


Continental Stock Transfer & Trust
Company


[1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Douglas Reed]


 


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


[Gentlemen]:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“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]


 


Continental Stock Transfer & Trust
Company


[1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Douglas Reed]


 


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


[Gentlemen]:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“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]


 


Continental Stock Transfer & Trust
Company


[1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Douglas Reed]


 


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


 


[Gentlemen]:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Modiv Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“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