Investment risks.

Modiv Inc. (“Modiv”, the “Company”, “we”, “us”, “our”) is offering shares of its Class C common stock through a private placement memorandum (the “memorandum”) in reliance upon the non-public offering exemption from registration provided in section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder (the “Reg D offering” or the “offering”)