Underwriting Agreement (Form 8-K)

Underwriting Agreement

On September 14, 2021, Modiv Inc. (the 'Company') and Modiv Operating Partnership, LP, the Company's operating partnership (the 'Operating Partnership'), entered into an underwriting agreement (the 'Underwriting Agreement') with B. Riley Securities, Inc., as representative of the underwriters listed on Schedule I thereto (collectively, the 'Underwriters'), pursuant to which the Company agreed to issue and sell 1,800,000 shares (the 'Shares') of the Company's new class of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, with a liquidation preference of $25.00 per share (the 'Series A Preferred Stock'), in an underwritten public offering (the 'Offering') at a price per share of $25.00. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 200,000 shares of Series A Preferred Stock, which the Underwriters exercised in full on September 16, 2021.

In the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities. The issuance and sale of the Shares, including the issuance and sale of 200,000 shares of Series A Preferred Stock pursuant to the Underwriters' full exercise of their option to purchase additional shares,closed on September 17, 2021. The Company's total net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company including the structuring fee, are expected to be approximately $47.7 million.

The Offering was conducted pursuant to the Company's prospectus dated September 14, 2021, in the form filed with the Securities and Exchange Commission (the 'SEC') on September 15, 2021 (the 'Prospectus'), pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the 'Securities Act'), which forms part of the Company's Registration Statement on Form S-11 (File No. 333-259066), which was declared effective by the SEC on September 14, 2021, and the Company's Registration Statement on Form S-11 (File No. 333-259521), which became effective upon filing with the SEC on September 14, 2021.

The foregoing description does not purport to be a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

On September 15, 2021, the Company, in its capacity as the general partner of the Operating Partnership, entered into the First Amendment to Third Amended and Restated Limited Partnership Agreement of the Operating Partnership (the 'Amendment'), designating and classifying the Series A Preferred Units. The Series A Preferred Units will rank, as to distributions and upon liquidation, senior to the common units of limited partnership interest in the Operating Partnership.

The foregoing description of the Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

On September 15, 2021, in connection with the Offering, the Company filed Articles Supplementary (the 'Articles Supplementary') with the State Department of Assessments and Taxation of the State of Maryland, which became effective upon acceptance for record. The Articles Supplementary classified 2,000,000 shares of the Company's authorized but unissued shares of preferred stock as Series A Preferred Stock.

On September 15, 2021, in connection with the Offering, the Company filed with the State Department of Assessments and Taxation of the State of Maryland ('MSDAT') Articles Supplementary (the 'Articles Supplementary') to the Company's Articles of Amendment and Restatement, which became effective upon filing with MSDAT. The Articles Supplementary classified 2,000,000 shares of the Company's authorized but unissued shares of preferred stock as Series A Preferred Stock. For a description of the material terms of the Series A Preferred Stock, see the description under the heading 'Description of Capital Stock and Securities Offered-Preferred Stock-Series A Preferred Stock' beginning on page 112 of the Prospectus, which description is incorporated herein by reference.

The foregoing description of the Series A Preferred Stock and the Articles Supplementary is not complete and is qualified in its entirety by reference to the full text of the Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.