FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP Dated as of January 23, 2024

EXHIBIT 10.5

FOURTH AMENDMENT
TO

THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT
OF
MODIV OPERATING PARTNERSHIP, LP

Dated as of January 23, 2024

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MODIV OPERATING PARTNERSHIP, LP (this “Amendment”), dated as of January 23, 2024, is entered into by MODIV INDUSTRIAL, INC., a Maryland corporation, as general partner (the “General Partner”) of MODIV OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership”), for itself and on behalf of the Limited Partners of the Partnership.

WHEREAS, the Third Amended and Restated Limited Partnership Agreement of the Partnership was entered into effective as of February 1, 2021, and amended on September 15, 2021, December 21, 2022 and December 29, 2023 (as now or hereafter amended, restated, modified, supplemented or replaced, the “Partnership Agreement”);

WHEREAS, pursuant to Article 11 of the Partnership Agreement, the General Partner may amend the Partnership Agreement, without the consent of the limited partners of the Partnership, for any reason provided that such amendment does not adversely impact the rights, privileges and preferences of the Class M Units, Class P Units or Class R Units or otherwise fall into one of the categories enumerated in clauses (a) through (d) of Article 11 of the Partnership Agreement;

WHEREAS, the General Partner believes it is desirable and in the best interest of the Partnership and the Limited Partners of the Partnership to amend Section 5 of Exhibit C to the Partnership Agreement to change the definition of “Mandatory Conversion Date” from March 31, 2024, to January 30, 2024, based on the fact that none of the Earn-Out Hurdles set forth in Section 7 of Exhibit C of the Partnership Agreement have been met; and

WHEREAS, pursuant to the authority granted to the General Partner pursuant to Article 11 of the Partnership Agreement, and as authorized by the unanimous written consent, dated as of January 23, 2024, of the Board of Directors of the General Partner, the General Partner desires to amend the Partnership Agreement by amending the definition of the “Mandatory Conversion Date” set forth in Section 5 of Exhibit C of the Partnership Agreement.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

1.Section 5 of Exhibit C of the Partnership Agreement is hereby deleted in its entirety and the following language is hereby inserted in its place:

“5. Mandatory Conversion of Class M Units. The Class M Units shall be automatically and mandatorily converted into Class C Units on January 30, 2024 (the “Mandatory Conversion Date”) at the then-applicable Class M Conversion Ratio.”

2.Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement. This Amendment has been authorized by the General Partner pursuant to Article 11 of the Partnership Agreement and does not require execution by any Limited Partner or any other Person.

3.Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Fourth Amendment as of the date first set forth above.

			GENERAL PARTNER:
			MODIV INDUSTRIAL, INC.
			By:			/s/ XXXXXXX X. XXXXXX
						Name: Xxxxxxx X. Xxxxxx
						Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer

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