Exhibit 4.2


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER	SHARES


 


POWER & DIGITAL INFRASTRUCTURE
ACQUISITION 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 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
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 provide
holders of shares of Class A common stock the right to have their shares redeemed in connection with its initial business combination
or to redeem 100% of the Class A common stock if it does not consummate an initial business combination by the date set forth in
the Company’s amended and restated certificate of incorporation or (b) with respect to any other provisions relating to the
rights of holders of the 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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