Form of Specimen certificate representing the % Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of the Company

Exhibit 4.5

FORM OF SPECIMEN CERTIFICATE REPRESENTING THE ___% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF ALTA EQUIPMENT GROUP INC.

THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY (THE “DEPOSITARY”), PURSUANT TO A DEPOSIT AGREEMENT AMONG ALTA EQUIPMENT GROUP INC., ISSUER, AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS DEPOSITARY HAS AN INTEREST HEREIN.

**SPECIMEN**

ALTA EQUIPMENT GROUP INC.

Incorporated under the laws of

the State of Delaware

This is to certify that Continental Stock Transfer & Trust Company, as Depositary is the registered owner of _________ (____) fully paid and non-assessable shares of ___% Cumulative Series A Perpetual Preferred Stock, $0.0001 par value, liquidation preference of $25,000 per share (the “Series A Preferred Stock”), of Alta Equipment Group Inc., a Delaware corporation (the “Corporation”), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the signatures of the Corporation’s duly authorized officers.

(REVERSE OF CERTIFICATE)

ALTA EQUIPMENT GROUP INC.

The Corporation will furnish without charge, within 5 days after receipt of written request therefor, to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent.

The Corporation may redeem the Series A Preferred Stock at its option in whole or in part, at any time, or from time to time, on any dividend payment date on or after December __, 2025. In addition, the Corporation has a special optional redemption in connection with a delisting event or change of control. There will be no sinking fund for the redemption or purchase of the Series A Preferred Stock. No holder of the Series A Preferred Stock will have the right to require the redemption of the Series A Preferred Stock.