Security

Type

Security

Class

Title

Fee

Calculation

Amount

Registered(1)

Proposed

Maximum

Offering

Price Per

Unit(2)

Maximum

Aggregate

Offering

Price(3)(4)

Fee Rate

Amount of

Registration

Fee

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to

be Carried

Forward

Newly Registered Securities

Fees to

Be Paid

Equity

Class C Common Stock, $0.001 par value per share

Rule

457(o)

-

-

-

-

-

Fees to

Be Paid

Equity

Series A Preferred Stock, $0.001 par value per share

Rule

457(o)

-

-

-

-

-

Fees to

Be Paid

Other

Warrants

Rule

457(o)

-

-

-

-

-

Fees to

Be Paid

Other

Rights

Rule

457(o)

-

-

-

-

-

Fees to

Be Paid

Other

Units(5)

Rule

457(o)

-

-

-

-

-

Fees to

Be Paid

Unallocated (Universal Shelf)

-

Rule

457(o)

-

-

$250,000,000

0.00015310

$38,275.00

Total Offering Amounts

$250,000,000

0.00015310

$38,275.00

Total Fees Previously Paid

-

Total Fee Offsets

$17,440.71

Net Fees Due

$20,834.29

Registrant

or Filer

Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rule 457(p)

Fee Offset Claims

Modiv Industrial, Inc.

S-3

 333-263985

3/30/2022

-

$17,440.71(6)

Unallocated (Universal Shelf)

Unallocated (Universal Shelf)

Unallocated (Universal Shelf)

$188,141,463.74

Fee Offset Sources

Modiv Industrial, Inc.

S-3

 333-263985

3/30/2022

-

-

-

$17,440.71

(1)

Modiv Industrial, Inc. (the “Company”) is hereby registering an indeterminate amount and number of each applicable identified class of the identified securities up to a proposed maximum aggregate offering price of $250,000,000, which may be offered from time to time at indeterminate prices, including securities that may be purchased by underwriters. The Company has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.

(2)

The Proposed Maximum Offering Price Per Unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

(3)

The Maximum Aggregate Offering Price will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

(4)

Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act.  No separate consideration will be received for preferred stock or common stock that are issued upon conversion or exchange of preferred stock registered hereunder or for preferred stock distributed upon termination of a deposit arrangement for depositary shares.

(5)

Any securities registered under the registration statement may be sold separately or as units with other securities registered under the registration statement.

(6)

Pursuant to Rule 457(p) under the Securities Act, a registration fee of $18,540.00 was paid with respect to securities available for issuance under a Registration Statement on Form S-3 (File No. 333-263985) filed by the registrant on March 30, 2022 and declared effective on June 2, 2022 (the Prior Registration Statement). The Registrant hereby offsets the total registration fee of $38,275 due under this registration statement by $17,440.71 (calculated at the fee rate in effect at the date of the Prior Registration Statement of $92.7 per million dollars), which represents the portion of the registration fee previously paid with respect to $188,141,463.74 of unsold securities previously registered under the Prior Registration Statement. The offering of the unsold securities registered under the Prior Registration Statement has been terminated.