Exhibit 4.2

       

      [Form of Warrant Certificate]

       

      [FACE]

       

      Number

       

      Warrants

       
       

       
      THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

       
      THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

       
      IN THE WARRANT AGREEMENT DESCRIBED BELOW

       

      Broadmark Realty Capital Inc.

      

       

      Incorporated Under the Laws of the State of Maryland

       

      CUSIP             

       

      Warrant Certificate

       

      This Warrant Certificate certifies that                    , or registered assigns, is the registered holder of warrant(s)
          evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of Broadmark Realty Capital Inc., a Maryland
          corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
          number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)


          as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
          as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set
          forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

       

      
        
          Each Public Warrant is exercisable for
            one-quarter of one fully paid and non-assessable share of Common Stock.  The Exercise Price per share of Common Stock for any Public Warrant is equal to $2.875 per one-quarter share ($11.50 per whole share); provided, however, that a Public
            Warrant may not be exercised for a fractional share, so that only a multiple of four Public Warrants may be exercised at a given time.

           

          Each Private Placement Warrant is exercisable
            for one fully paid and non-assessable share of Common Stock.  The Exercise Price per share of Common Stock for any Private Placement Warrant is equal to $11.50 per share.

           

          No fractional shares will be issued upon
            exercise of any Warrant.  If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number. The number of shares
            of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

        

      

       

      The initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
        events set forth in the Warrant Agreement.

       

      Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such
        Exercise Period, such Warrants shall become void.

       

      Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same
        effect as though fully set forth at this place.

       

      This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

       

      
        
          


      

      This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

       

       

      
        	 	
                BROADMARK REALTY CAPITAL INC.

              
	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	 	 
	 	
                AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


         

        
          
            


        

        [Form of Warrant Certificate]

      

       

      [Reverse]

       

      The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are
        issued or to be issued pursuant to a Warrant Agreement dated as of                 , 2018 (the “Warrant Agreement”),



        duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
        duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the
        Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
        shall have the meanings given to them in the Warrant Agreement.

       

      Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them
        by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
        provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
        evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

       

      Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
        covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the
        Warrant Agreement.

       

      The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof
        may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole
        number of shares of Common Stock to be issued to the holder of the Warrant.

       

      Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
        attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor
        evidencing in the aggregate a like number of Warrants.

       

      Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
        and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other
        governmental charge imposed in connection therewith.

       

      The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
        ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
        contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

       

      
        
          


      

      Election to Purchase

      (To Be Executed Upon Exercise of Warrant)

       

      The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive                  shares of Common Stock and herewith tenders
        payment for such shares of Common Stock to the order of Broadmark Realty Capital Inc. (the “Company”) in the amount of $         in accordance with the terms hereof. The undersigned requests that a
        certificate for such shares of Common Stock be registered in the name of                 , whose address is                  and that such shares of Common Stock be delivered to                                   whose address is                 .
        If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
        in the name of                 , whose address is                          and that such Warrant Certificate be delivered to                 , whose address is                 .

       

      In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
        pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.

       

      In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
        number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

       

      In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this
        Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

       

      In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this
        Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
        elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of
        Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of             
           , whose address is                          and that such Warrant Certificate be delivered to                 , whose address is                 .

       

      [Signature Page Follows]

       

      	
              Date:                , 20

            	 	 
	 	 	
              (Signature)

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              (Address)

            
	 	 	 
	 	 	
              (Tax Identification Number)

            
	
              Signature Guaranteed:

            	 	 
	 	 	 


       

      THE SIGNATURE(S) SHOULD 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 SEC. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).