Exhibit 4.2


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER	SHARES



 


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.


 




    2


     


    

 


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.


 


 


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