Specimen Class A Common Stock Certificate

EX-4.2 7 fs12021ex4-2_poweranddigi2.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE

Exhibit 4.2

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

NUMBER

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A COMMON STOCK

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP

This Certifies that is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001

EACH OF THE CLASS A COMMON STOCK OF

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (THE “COMPANY”)

transferable on the books of the Company in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.

The Company will be forced to redeem all of its shares of Class A common stock if it is unable
to complete a business combination by the date set forth in the Company’s amended and restated
certificate of incorporation, as the same may be amended from time to time, all as more fully

described in the Company’s final prospectus dated , 2021.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the
Registrar.

Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

Dated:______________________________

Chief Executive Officer	[Corporate Seal] Delaware	Chief Financial Officer

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Company’s Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
					(Cust)		(Minor)

TEN ENT	—	as tenants by the entireties			under Uniform Gifts to Minors Act
					(State)
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For value received, hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

Shares of the Class A common stock represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

Dated:

Shareholder

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).

In each case, as more fully described in the Company’s final prospectus dated , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the share of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Class A common stock if the Company has not consummated an initial business combination within 18 months (or 21 months or 24 months, as applicable) from the closing of the initial public offering or (b) with respect to any other provisions of the amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial business combination activity, the holder of Class A common stock shall be provided with the opportunity to redeem their shares of Class A common stock upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay taxes, divided by the number of then outstanding shares of Class A common stock or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.