Exhibit 4.6


 


Final Form




 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made as of [●], 2019, among (i) Nesco Holdings, Inc., a Delaware corporation
(the “Company”), (ii) NESCO Holdings, LP, a Delaware limited partnership (together with its Affiliates, “NESCO”),
(iii) each Person listed in the definition of “Sponsor” below and (iv) each other Person that acquires shares of Common
Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively,
the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are
defined in Section 1.


 


The Company and NESCO
are parties to that certain Agreement and Plan of Merger, dated as of April 7, 2019 (as amended or modified, the “Merger
Agreement”), pursuant to which NESCO received Common Stock from the Company in exchange for all of its equity interests
in NESCO Holdings I, Inc., a Delaware corporation. In order to induce NESCO to enter into the Merger Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition
to the consummation of the transactions under the Merger Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:


 


Section 1.
Definitions. Unless otherwise set forth below or elsewhere in this Agreement, other capitalized terms contained
herein have the meanings set forth in the Merger Agreement.


 


“Acquired Common” has
the meaning set forth in Section 9.


 


“Affiliate” of any Person
means any other Person controlled by, controlling or under common control with such Person. As used in this definition, “control”
(including, with its correlative meanings, “controlling,” “controlled by” and “under common control
with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of securities, by contract or otherwise). For purposes of this definition, the Company and its Subsidiaries
shall not be deemed Affiliates of any party hereto and the NESCO Holders, on the one hand, and the Sponsors, on the other hand,
shall not be deemed Affiliates of each other.


 


“Agreement” has the
meaning set forth in the preamble.


 


“Automatic Shelf Registration
Statement” has the meaning set forth in Section 2(a).


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of
such corporation (whether voting or nonvoting and whether common or preferred) and (ii) with respect to any Person that is
not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other
equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of,
or the distribution of assets of, the issuing Person, including in each case any and all warrants, rights (including
conversion and exchange rights) and options to purchase any of the foregoing.


 



     


     


    

 


“Closing” has the meaning
set forth in the Merger Agreement.


 


“Common Stock” means
the common stock, par value $0.0001 per share, of the Company.


 


“Company” has the meaning
set forth in the preamble.


 


“Demand Registrations”
has the meaning set forth in Section 2(a).


 


“End of Suspension Notice”
has the meaning set forth in Section 2(f)(iii).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all
rules and regulations promulgated thereunder.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“Free-Writing Prospectus”
means a free-writing prospectus, as defined in Rule 405.


 


“Holdback Period” has
the meaning set forth in Section 4(a).


 


“Holder” means a holder
of Registrable Securities.


 


“Indemnified Parties”
has the meaning set forth in Section 7(a).


 


“Joinder” has the meaning
set forth in Section 9.


 


“Long-Form Registrations”
has the meaning set forth in Section 2(a).


 


“Merger Agreement” has
the meaning set forth in the recitals.


 


“NESCO” has the meaning
set forth in the preamble.


 


“NESCO Registrable Securities”
means the Registrable Securities held by NESCO and any Affiliate of NESCO to whom NESCO transfers or assigns its rights hereunder
in accordance with Section 12(e).


 


“Other Holders” has
the meaning set forth in the preamble.


 


“Person” means an individual,
a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


“Piggyback Registrations”
has the meaning set forth in Section 3(a).


 


“Public Offering” means
any sale or distribution by the Company and/or Holders to the public of shares of Common Stock pursuant to an offering registered
under the Securities Act.


  



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“Registrable Securities”
means (i) any shares of Common Stock held by NESCO, any Sponsor or any Other Holder (including, for the avoidance of doubt, any
Earnout Shares (as defined in the Merger Agreement) and Sponsor Earnout Shares (as defined in the Stockholders’ Agreement
(as defined in the Merger Agreement)), in each case, upon the issuance thereof or lapse of transfer restrictions applicable thereto),
(ii) any Warrants issued to or held by NESCO, any Sponsor or any Other Holder or any shares of Common Stock issued or issuable
upon exercise thereof, and (iii) any common Capital Stock of the Company or any Subsidiary of the Company issued or issuable with
respect to the securities referred to in clause (i) or (ii) above by way of dividend, distribution, split or combination
of securities, or any recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when they have been (a) sold or distributed pursuant to a Public
Offering, (b) sold in compliance with Rule 144 or (c) repurchased by the Company or a Subsidiary of the Company. For purposes
of this Agreement, a Person shall be deemed to be a Holder and the Registrable Securities shall be deemed to be in existence, in
each case, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the
exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise
the rights of a Holder hereunder. Notwithstanding anything to the contrary in this Agreement, the Sponsor Earnout Shares shall
not be deemed Registrable Securities unless and until the restrictions set forth in the Stockholders’ Agreement shall have
ceased to apply in accordance with the terms thereof.


 


“Registration Expenses”
has the meaning set forth in Section 6(a).


 


“Rule 144,” “Rule
158,” “Rule 405,” “Rule 415” and “Rule 430B” mean, in each case,
such rule promulgated under the Securities Act (or any successor provision) by the Securities and Exchange Commission, as the same
shall be amended from time to time, or any successor rule then in force.


 


“Sale Transaction” has
the meaning set forth in Section 4(a).


 


“Securities” has the
meaning set forth in Section 4(a).


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and
regulations promulgated thereunder.


 


“Shelf Offering” has
the meaning set forth in Section 2(d)(ii).


 


“Shelf Offering Notice”
has the meaning set forth in Section 2(d)(ii).


 


“Shelf Registrable Securities”
has the meaning set forth in Section 2(d)(ii).


 


“Shelf Registration”
has the meaning set forth in Section 2(a).


 


“Shelf Registration Statement”
has the meaning set forth in Section 2(d)(i).


 


“Short-Form Registrations”
has the meaning set forth in Section 2(a).


 



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“Sponsors” means (i)
Capitol Acquisition Management IV LLC, a Delaware limited liability company, (ii) Capitol Acquisition Founder IV LLC, a Delaware
limited liability company, (iii) Lawrence Calcano, (iv) Brooke Coburn and (v) Richard Donaldson.


 


“Sponsor Registrable Securities”
means the Registrable Securities held by a Sponsor, its Affiliates and any Person to whom it transfers or assigns its rights hereunder
in accordance with Section 12(e).


 


“Subsidiary” means,
with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority of the limited liability company, partnership
or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or
more Subsidiaries of the Company or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons
shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or
shall be or control the managing director or general partner of such limited liability company, partnership, association or other
business entity.


 


“Suspension Event” has
the meaning set forth in Section 2(f)(iii).


 


“Suspension Notice”
has the meaning set forth in Section 2(f)(iii).


 


“Suspension Period”
has the meaning set forth in Section 2(f)(ii).


 


“Warrants” means the
Company’s warrants, each exercisable for one share of Common Stock.


 


“WKSI” means a “well-known
seasoned issuer” as defined under Rule 405.


  



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Section 2. Demand Registrations.


 


(a) Requests
for Registration. Subject to the terms and conditions of this Agreement, at any time after the Closing under the Merger
Agreement, (i) the holders of at least a majority of the NESCO Registrable Securities, on the one hand, or (ii) the holders
of at least a majority of the Sponsor Registrable Securities, on the other hand, may, in each case, request
registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar
long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form
registration (“Short-Form Registrations”) if available; provided that the holders of NESCO
Registrable Securities, on the one hand, and Sponsor Registrable Securities, on the other hand, may only make six such
requests each. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand
Registrations”. The holders of a majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as
applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities
Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand
Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as
defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each request
for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the
intended method of distribution. Within ten days after receipt of any such request, the Company shall give written notice of
the Demand Registration to all other Holders and, subject to the terms of Section 2(e), shall include in such Demand
Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting)
all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten
days after the Company issues such notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the
notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand
Registration without the prior written consent of the Company until such time as the information contained therein is or
becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this
Agreement.


 


(b)
Long-Form Registrations. The Company shall pay all Registration Expenses in connection with any Long-Form Registration.
The aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal
at least $10,000,000. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders
of a majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, requesting registration.


 


(c)
Short-Form Registrations. The Company shall pay all Registration Expenses in connection with any Short-Form Registration.
Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if
the managing underwriters (if any) agree to the use of a Short-Form Registration.


 


(d)
Shelf Registrations.


 


(i)  
The Company shall use its reasonable best efforts to prepare a registration statement under the Securities Act for the Shelf
Registration (the “Shelf Registration Statement”) with respect to all of the Registrable Securities (or such
other number of Registrable Securities specified in writing by the Holder thereof) to enable such Shelf Registration Statement
to be filed with the SEC within six months following the Closing under the Merger Agreement. The Company will notify each Holder
within five Business Days of the filing of such Shelf Registration Statement.


  



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(ii) In
the event that a Shelf Registration Statement is effective, the holders of a majority of the NESCO Registrable Securities and
the holders of a majority of the Sponsor Registrable Securities covered by such Shelf Registration Statement shall each
have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering)
Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable
Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all
Registration Expenses in connection therewith. The holders of a majority of the NESCO Registrable Securities or a majority of
the Sponsor Registrable Securities, as applicable, shall make such election by delivering to the Company a written notice (a
“Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable
Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly
as practicable, but no later than two Business Days after receipt of a Shelf Offering Notice, the Company shall give written
notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 2(e)
and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf
Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which
request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within
five Business Days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in
any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 2(f) hereof, use its
reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential
the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s
notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders delivering such
Shelf Offering Notice until such time as the information contained therein is or becomes available to the public generally,
other than as a result of disclosure by the Holder in breach of the terms of this Agreement.


 


(iii)
If the holders of a majority of the NESCO Registrable Securities or the holders of a majority of the Sponsor Registrable
Securities, as applicable, wish to engage in an underwritten block trade, variable price reoffer or overnight underwritten offering,
in each case, off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through
a take-down from an already existing Shelf Registration Statement), then, notwithstanding the time periods set forth in Section
2(d)(ii), such holders shall notify the Company not less than two Business Days prior to the day such offering is to commence.
The Company shall promptly notify other Holders of such offering, and such other Holders must elect whether or not to participate
by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period
is agreed to by the holders of a majority of the NESCO Registrable Securities or a majority of the Sponsor Registrable Securities,
as applicable) wishing to engage in the underwritten block trade), and the Company shall as expeditiously as possible use its reasonable
best efforts to facilitate such offering (which may close as early as two Business Days after the date it commences); provided
that the holders of a majority of the NESCO Registrable Securities or a majority of the Sponsor Registrable Securities, as applicable,
shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to
facilitate preparation of the registration statement, prospectus and other offering documentation related to the transaction.


 


(iv)   Subject
to Section 2(f)(ii), the Company shall, at the request of the holders of a majority of the NESCO
Registrable Securities or a majority of the Sponsor Registrable Securities, as applicable, covered by a Shelf Registration
Statement, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include
therein all disclosures and language deemed necessary or advisable by such holders to effect such Shelf Offering.


  



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(e)
Priority on Demand Registrations and Shelf Offerings. The Company shall not include in any Demand Registration or
Shelf Offering any securities which are not Registrable Securities without the prior written consent of the Holders holding at
least a majority of the Registrable Securities initially requesting such registration. If a Demand Registration or a Shelf Offering
is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable
Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering
price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of
any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the
opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the
basis of the amount of Registrable Securities owned by each such holder; provided that, solely with respect to the [first]1
Demand Registration requested by the holders of a majority of the NESCO Registrable Securities, the Company shall first
include in such offering the number of Registrable Securities requested to be included by the NESCO Holders.


 


(f)
Restrictions on Demand Registration and Shelf Offerings.


 


(i)  
The Company shall not be obligated to effect any Demand Registration or underwritten Shelf Offering within 90 days after
the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant
to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included.


 


(ii) The
Company may postpone for up to 90 days from the date of the request (the “Suspension Period”), the filing
or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of
a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written
notice to the Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment
that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any
proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the
ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other
financially material transaction involving the Company, (B) the sale of Registrable Securities pursuant to the
registration statement would require disclosure of non-public material information not otherwise required to be disclosed
under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of
such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to
consummate such transaction or (z) such transaction renders the Company unable to comply with requirements of the Securities
and Exchange Commission, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf
Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration
Statement on a post effective basis, as applicable; provided that, in such event, the Holders initially requesting
such Demand Registration shall be entitled to withdraw such request, and if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay
all Registration Expenses in connection with such registration. The Company may delay or suspend the effectiveness of a
Demand Registration or Shelf Offering pursuant to this Section 2(f)(ii) only once in any consecutive twelve-month
period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of
Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply
with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional
consecutive 60 days with the consent of the Holders holding a majority of the Registrable Securities initially requesting
such registration.


  


 






 


1 Note to Draft:
To be the first two Demand Registrations if the NESCO Holders collectively own 35% or more of the outstanding shares of common
stock of the Company as of the Closing.


 



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(iii)
In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i)
above or pursuant to Section 5(a)(vi) (a “Suspension Event”), the Company shall give a notice to the
Holders registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of
the Registrable Securities, and such notice shall state generally the basis for the notice and that such suspension shall continue
only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of its Registrable Securities
pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the
Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that it shall treat as confidential
the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without
the prior written consent of the Company until such time as the information contained therein is or becomes available to the public
generally, other than as a result of disclosure by such Holder in breach of the terms of this Agreement. A Holder may recommence
effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further
written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice
shall be given by the Company to the holders and to the holders’ counsel, if any, promptly following the conclusion of any
Suspension Event.


 


(iv)   Notwithstanding
any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration
Statement pursuant to this Section 2(f), the Company agrees that it shall extend the period of time during which such
Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period
from the date of receipt by the holders of the Suspension Notice to and including the date of receipt by the holders of the
End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales with respect
to each Suspension Event; provided that such period of time shall not be extended beyond the date that shares of
Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.


  



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(g)
Selection of Underwriters. The Holders requesting any Demand Registration shall have the right to select the investment
banker(s) and manager(s) to administer the offering. If any Shelf Offering is an underwritten offering, the Holders requesting
such underwritten offering shall have the right to select the investment banker(s) and manager(s) to administer the offering relating
to such Shelf Offering. The Company represents and warrants that no investment bankers are entitled to any rights that would conflict
with the rights of the Holders under this Section 2.


 


(h)
Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to,
any other agreement granting registration rights to any other Person with respect to any securities of the Company. Except as provided
in this Agreement, the Company shall not grant to any Persons the right to request the Company or any Subsidiary to register any
Capital Stock of the Company or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities,
without the prior written consent of the Holders holding a majority of the Registrable Securities; provided that the Company
may grant rights to other Persons to participate in Piggyback Registrations so long as such rights are subordinate to the rights
of the Holders with respect to such Piggyback Registrations as set forth in Section 3(c) and Section 3(d).


 


(i)  
Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the effective date of the registration
statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the
Holders that provided such Demand Registration or Shelf Offering Notice may revoke such Demand Registration or Shelf Offering Notice
on behalf of all Holders participating in such Demand Registration or Shelf Offering without liability to such Holders, in each
case by providing written notice to the Company.


 


Section 3.
Piggyback Registrations.


 


(a)
Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other
than (i) pursuant to a Demand Registration in which the Holders are offered the right to participate pro rata or (ii) in connection
with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar
forms in which NESCO Registrable Securities are not included) and the registration form to be used may be used for the registration
of Registrable Securities (a “Piggyback Registration”), the Company shall give written notice at least five
Business Days prior to the filing of the registration statement relating to the Piggyback Registration to all Holders of its intention
to effect such Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall include in
such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting)
all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days
after delivery of the Company’s notice.


  



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(b)
Piggyback Expenses. The Registration Expenses of the Holders shall be paid by the Company in all Piggyback Registrations,
whether or not any such registration became effective.


 


(c)
Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf
of the Company, and the managing underwriters advise the Company in writing that in their sole opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting
the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such
registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included
in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the
holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities
requested to be included in such registration which, in the sole opinion of the underwriters, can be sold without any such adverse
effect.


 


(d)
Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf
of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their reasonable
opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company
shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting
such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters,
can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of Registrable
Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration which, in
the opinion of the underwriters, can be sold without any such adverse effect.


 


(e)
Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the investment banker(s) and
manager(s) for the offering shall be selected by the Company.


 


(f)
Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated
by it as a primary offering under this Section 3 whether or not any Holder has elected to include securities in such registration.
The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6.


  



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Section 4.
Holdback Agreements.


 


(a) Holders.
Each and every Holder shall enter into lock-up agreements with the managing underwriter(s) of an underwritten Public Offering
providing that, unless the underwriters managing such underwritten Public Offering otherwise agree in writing, subject to
customary exceptions such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales
pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company (including Capital Stock of the Company that
may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities
and Exchange Commission) (collectively, “Securities”), (ii) enter into a transaction which would have the
same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in
whole or in part, any of the economic consequences or ownership of any Securities, whether such transaction is to be settled
by delivery of such Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a
“Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction,
commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been
circulated for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days
following the date of the final prospectus for such Public Offering (or such shorter period that is required by the managing
underwriter(s)) (the “Holdback Period”).


 


(b)
The Company. The Company (i) shall not file any registration statement for a Public Offering or cause any such
registration statement to become effective, or effect any public sale or distribution of its equity securities, or any securities,
options or rights convertible into or exchangeable or exercisable for such securities during any Holdback Period and (ii) shall
use its reasonable best efforts to cause (A) each holder of at least 5% (on a fully-diluted basis) of its shares of Common Stock,
or any securities convertible into or exchangeable or exercisable for shares of Common Stock, and (B) each of its directors and
executive officers to agree not to effect any Sale Transaction during any Holdback Period, except as part of such underwritten
registration, if otherwise permitted, unless the underwriters managing the Public Offering otherwise agree in writing.


 


Section 5.
Registration Procedures.


 


(a)
Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated
a Shelf Offering, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:


 


(i)  
in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file
with the Securities and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses,
with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become
effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to the counsel selected by the Holders holding a majority of the Registrable Securities covered by such
registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment
of such counsel);


  



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(ii) notify
each Holder of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of
any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its
counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each
registration statement filed hereunder;


 


(iii)
prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period
ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended
methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration
of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering,
such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection
with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration statement;


 


(iv)  
furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment
and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free-Writing
Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such seller;


 


(v)
use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky
laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary
or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 5(a)(v), (B) consent to general service of process in
any such jurisdiction or (C) subject itself to taxation in any jurisdiction where it would not otherwise be subject to taxation);


 


(vi)   notify
each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such
registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any
prospectus relating to a registration statement has been filed and when any registration or qualification has become
effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after
receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such
registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, subject to Section 2(f), at the request of any such
seller, the Company shall use its reasonable best efforts to prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements therein not misleading;


  



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(vii)
use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar
securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting
the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable
Securities with FINRA;


 


(viii) use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;


 


(ix)
enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such
other actions as the Holders holding a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without
limitation, effecting a stock split, combination of shares, recapitalization or reorganization);


 


(x)
make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary
to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents,
representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


 


(xi)  
take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration
or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the
Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby
and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(xii)  otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of
at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158;


  



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(xiii) permit
any Holder which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of
the Company to participate in the preparation of such registration or comparable statement and to allow such holder
to provide language for insertion therein, in form and substance reasonably satisfactory to the Company, which in the
reasonable judgment of such holder and its counsel should be included;


 


(xiv) in
the event of the issuance of any stop order suspending the effectiveness of a registration statement or the issuance of any
order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common
Stock included in such registration statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain
the withdrawal of such order;


 


(xv) use
its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to
consummate the disposition of such Registrable Securities;


 


(xvi) cooperate
with the Holders covered by the registration statement and the managing underwriter or agent, if any, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold
under the registration statement and enable such securities to be in such denominations and registered in such names as the
managing underwriter, or agent, if any, or such holders may request;


 


(xvii) cooperate
with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such
Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(xviii)
use its reasonable best efforts to make available the executive officers of the Company to participate with the Holders and
any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the holders in
connection with the methods of distribution for the Registrable Securities;


 


(xix) in
the case of any underwritten offering, use its reasonable best efforts to obtain one or more comfort letters from
the Company’s independent public accountants in customary form and covering such matters of the type customarily
covered by comfort letters;


 


(xx) in
the case of an underwritten offering, use its reasonable best efforts to provide a legal opinion of the Company’s
outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten
Public Offering, dated the date of the closing under the underwriting agreement), the registration statement, each amendment
and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such
nature, which opinion shall be addressed to the underwriters;


  



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(xxi)
if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best
efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period
during which such Automatic Shelf Registration Statement is required to remain effective and, if WKSI status is lost, to file an
amendment to the Automatic Shelf Registration Statement to convert it into a Shelf Registration Statement as promptly as practicable;


 


(xxii)
if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration
Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and


 


(xxiii)
if the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year,
refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company
is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to
refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration
statement effective during the period during which such registration statement is required to be kept effective.


 


(b)
If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities
other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration
Statement, the Company agrees that, once it is eligible to rely on Rule 430B, at the request of the Holders holding a majority
of the Registrable Securities, it shall include in such Automatic Shelf Registration Statement such disclosures as may be required
by Rule 430B in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the
filing of a prospectus supplement rather than a post-effective amendment.


 


(c)
The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish
the Company such information required by law to be included in such registration regarding such seller and the distribution of
such securities as the Company may from time to time reasonably request in writing.


 


(d)
If NESCO, Capitol Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC,
a Delaware limited liability company, or any of their respective Affiliates seek to effectuate an in-kind distribution of all or
part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject
to any applicable lock-ups, use reasonable best efforts to facilitate such in-kind distribution in the manner reasonably requested.


  



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Section 6.
Registration Expenses.


 


(a)
The Company’s Obligation. All expenses incident to the Company’s performance of or compliance with this
Agreement (including, without limitation, all registration, qualification and filing fees, including FINRA filing fees, fees and
expenses of compliance with securities or blue sky laws, printing expenses, transfer agent fees and expenses, travel expenses,
messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and
all independent certified public accountants, underwriters, including, if necessary, a “qualified independent underwriter”
(as such term is defined by FINRA) (excluding underwriting discounts and commissions), and other Persons retained by the Company)
(all such expenses being herein called “Registration Expenses”), shall be borne by the Company, and the Company
shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance
and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued
by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback
Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such
Person’s account (provided that such underwriting discounts and commissions applicable to Registrable Securities will
be the same per share as those applicable to NESCO Registrable Securities and/or Sponsor Registrable Securities included in such
Demand Registration, Shelf Offering or Piggyback Registration).


 


(b)
Counsel Fees and Disbursements. In connection with each Demand Registration, each Piggyback Registration and each
Shelf Offering that is an underwritten offering, the Company shall reimburse the Holders participating in such registration (i)
for the reasonable fees and disbursements of one counsel chosen by the Holders holding a majority of the Registrable Securities
included in such registration or participating in such Shelf Offering and (ii) for the reasonable fees and disbursements of each
additional counsel retained by any holder for the purpose of rendering a legal opinion on behalf of any such holder in connection
with any underwritten Demand Registration, Piggyback Registration or Shelf Offering.


 


(c)
Security Holders. To the extent any expenses are not required to be paid by the Company, each holder of securities
included in any registration hereunder shall pay those expenses allocable to the registration of such holder’s securities
so included in proportion to the aggregate selling price of the securities to be so registered.


  



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Section 7.
Indemnification and Contribution.


 


(a) By
the Company. The Company shall indemnify and hold harmless, to the extent permitted by law, each Holder,
such Holder’s officers, directors employees, agents and representatives, and each Person who controls such holder
(within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims,
actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or
threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or
related to any of the following statements, omissions or violations by the Company: (i) any untrue or alleged untrue
statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or
Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or
communication (in this Section 7, collectively called an “application”) executed by or on behalf of
the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to
qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state
securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will
reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such losses. Notwithstanding the foregoing, the Company shall not be liable in any such case
to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged
untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary
prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon,
and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party
expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient
number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters,
their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to
the same extent as provided above with respect to the indemnification of the Indemnified Parties.


 


(b)
By Each Security Holder. In connection with any registration statement in which a Holder is participating, each such
Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its officers,
directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished
in writing by such Holder expressly for use in such registration statement; provided that the obligation to indemnify shall
be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder
from the sale of Registrable Securities pursuant to such registration statement.


  



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(c)
Claim Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt
notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying
party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified
parties shall have a right to retain one separate counsel, chosen by the Holders holding a majority of the Registrable Securities
included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.


 


(d)
Contribution. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction
to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any
loss, claim, damage, liability or action referred to herein, then the indemnifying party shall contribute to the amounts paid or
payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant
equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited,
in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from
the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(d)
were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable
considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses
referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty
of such fraudulent misrepresentation.


  



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(e)
Release. No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any
judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such claim or litigation.


 


(f)
Non-exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement shall be in
addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract
and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and
the termination or expiration of this Agreement.


 


Section 8.  Underwritten
Offerings. No Person may participate in any registration hereunder which is underwritten unless such Person: (a) agrees
to sell the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person
or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or
“green shoe” option requested by the underwriters; provided that no Holder shall be required to sell
more than the number of Registrable Securities such Holder has requested to include); (b) completes and executes all
questionnaires, indemnities, underwriting agreements and other documents reasonably required of all holders of securities
being included in such registration under the terms of such underwriting arrangements; and (c) completes and executes all
powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no
Holder included in any underwritten registration shall be required to make any representations or warranties to the Company
or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method
of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that
are materially more burdensome than those provided in Section 7 or those provided by the other Holders participating
in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or
custody agreements as are requested by the managing underwriters, appointing as power of attorney or custodian such persons
as reasonably requested by the Holders holding the majority of the Registrable Securities. Each Holder shall execute and
deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are
consistent with such Holder’s obligations under Section 4, Section 5 and this Section 8 or that
are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and
consistent with, Section 4 and this Section 8, the respective rights and obligations created under such
agreement shall supersede the respective rights and obligations of the Holders, the Company and the underwriters
created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested
by the Holders of NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, the price, underwriting
discount and other financial terms of the related underwriting agreement for such securities shall be determined by the
Holders holding a majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, requesting
such underwritten offering, provided, that such price, underwriting discount and other financial terms shall be
applicable pari passu among all Registrable Securities included in such registration on a pro rata basis.


  



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Section 9.
Additional Parties; Joinder. Other than assignments pursuant to Section 12(e) to Affiliates of Holders (which shall
not require prior written consent), subject to the prior written consent of the Holders holding a majority of the Registrable Securities,
the Company may permit any Person who acquires shares of Common Stock or rights to acquire shares of Common Stock from the Company
after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a “Holder”
under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached
hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the shares of Common Stock
acquired by such Person (the “Acquired Common”) shall be Registrable Securities hereunder, such Person shall
be a “Holder” under this Agreement with respect to the Acquired Common, and the Company shall add such Person’s
name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement.


 


Section 10.
Current Public Information. The Company shall file all reports required to be filed by it under the Securities Act
and the Exchange Act and shall take such further action as any holder or Holders may reasonably request, all to the extent required
to enable such Holders to sell Registrable Securities pursuant to Rule 144. Upon request, the Company shall deliver to any Holder
a written statement as to whether it has complied with such requirements.


 


Section 11.
 Subsidiary Public Offering. If, after an initial Public Offering of the Capital Stock of one of its Subsidiaries,
the Company distributes securities of such Subsidiary to its equity holders, then the rights and obligations of the Company pursuant
to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Company shall cause such Subsidiary to comply
with such Subsidiary’s obligations under this Agreement.


 


Section 12.
General Provisions.


 


(a) Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived
only with the prior written consent of the Company and the Holders holding a majority of the NESCO Registrable Securities (so
long as any NESCO Registrable Securities remain) and the Holders holding a majority of the Sponsor Registrable Securities (so
long as any Sponsor Registrable Securities remain); provided that no such amendment, modification or waiver that
would materially and adversely affect a Holder or group of Holders in a manner different than any other Holder or group of
Holders (other than amendments and modifications required to implement the Joinder provisions of Section 9), shall be
effective against such Holder or group of Holders without the consent of the Holders holding a majority of the Registrable
Securities that are held by the group of Holders that is materially and adversely affected thereby; and for the avoidance of
doubt, any amendment or waiver reducing, impairing or limiting the rights of an Other Holder under Section 2 or Section
3 will require the written consent of such Other Holder. The failure or delay of any Person to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of
such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or
consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under
this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that
Person of the same or any other obligations of that Person under this Agreement.


  



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(b)
Remedies. The parties to this Agreement and their successors and assigns shall be entitled to enforce their rights
under this Agreement specifically (without posting a bond or other security) to recover damages caused by reason of any breach
of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto and their successors
and assigns agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an
adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall
be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without
posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(c)
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable
in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any
other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid,
illegal or unenforceable provision had never been contained herein.


 


(d)
Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any
way.


 


(e)
Successors and Assigns. The rights to cause the Company to register Registrable Securities under this Agreement may
be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, that
any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such
Holder and that each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring
Holder under this Agreement. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit and be enforceable
by the Company and its successors and assigns and the Holders and their respective successors and permitted assigns (whether so
expressed or not). In addition, whether or not any express assignment has been made, except as otherwise determined by the transferor
in its sole discretion, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit
of, and enforceable by, any subsequent Holder.


  



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(f)
Notices. Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when
sent by electronic mail if sent during normal business hours of the recipient but, if not, then on the next Business Day, (iii) one
Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business
Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications
shall be sent to the Company, to NESCO or to the Sponsors at the addresses specified below and to any Other Holder at its address
specified in its joinder to this Agreement or at such address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by
giving prior written notice of the change to the sending party as provided herein.


 


The Company’s address is:


 


Nesco, LLC

6714 Pointe Inverness Way, Suite 220

Fort Wayne, Indiana 45894

Attention: Lee Jacobson

  Bruce Heinemann

E-mail: lee.jacobson@nescorentals.com


     bruce.heinemann@nescorentals.com


 


with a copy to:


 


Latham & Watkins LLP

555 Eleventh Street, N.W.

Washington, DC 20004

Attention: Paul Sheridan

E-mail: paul.sheridan@lw.com


 


NESCO’s Address is:


 


Energy Capital Partners III, LLC


12680 High Bluff Drive, Suite 400


San Diego, California 92130


Attention: Rahman D’Argenio


Chris Leininger


Email:
rdargenio@ecpartners.com


   cleininger@ecpartners.com


  



    22


     


    

 


with a copy to:


 


Kirkland & Ellis
LLP

609 Main Street

Houston, Texas 77002

Attention:   Sean T. Wheeler, P.C.


Brooks W. Antweil

E-mail: sean.wheeler@kirkland.com


     brooks.antweil@kirkland.com


 


The Sponsors’ address is:


 


Capitol Investment Corp. IV

1300 17th Street North, Suite 820

Arlington, Virginia 22209

Attention:   Mark D. Ein

Dyson Dryden

E-mail: mark@capinvestment.com


     dyson@capinvestment.com


 


with a copy to:


 


Latham & Watkins LLP

555 Eleventh Street, N.W.

Washington, DC 20004

Attention:   Paul Sheridan

E-mail: paul.sheridan@lw.com


 


or to such other address or to the attention
of such other person as the recipient party has specified by prior written notice to the sending party.


 


(g)
Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business
Day, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.


 


(h)
Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative
rights of the Company and its stockholders. All issues and questions concerning the construction, validity, interpretation and
enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the
State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction
of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict
of law analysis, the substantive law of some other jurisdiction would ordinarily apply.


 



    23


     


    

 


(i)  
MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER
INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.


 


(j)  
CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES HERETO, AND EACH OF THEIR SUCCESSORS AND ASSIGNS,
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANY
DELAWARE STATE COURT, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO, AND EACH OF THEIR SUCCESSORS AND ASSIGNS, FURTHER
AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS
SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT
HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO, AND EACH OF THEIR SUCCESSOR AND ASSIGNS, IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT,
ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(k)
No Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges
that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had
against any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate
or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall
attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current
or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any
Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered
in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.


 


(l)  
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement.


 



    24


     


    

 


The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.


 


(m)  
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.


 


(n)
Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature
of more than one party, but all such counterparts taken together shall constitute one and the same agreement.


 


(o) Electronic
Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered
by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or
electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to
any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact
that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic
mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.


 


(p) Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, upon the written request by the Company,
each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary
or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.


 


(q)
No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities
which is inconsistent with or violates the rights granted to the Holders in this Agreement.


 


(r)
Dilution. If, from time to time, there is any change in the capital structure of the Company by way of a stock split,
stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by
any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby
shall continue.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]


 



    25


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	NESCO HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


	 	NESCO:
	 	 
	 	NESCO HOLDINGS, LP
	 	 
	 	By: NESCO Holdings GP, LLC
	 	Its: General Partner
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


	 	THE SPONSORS:
	 	 
	 	CAPITOL ACQUISITION MANAGEMENT IV LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	CAPITOL ACQUISITION FOUNDER IV LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	Name: Lawrence Calcano
	 	 
	 	 
	 	Name: Brooke Coburn
	 	 
	 	 
	 	Name: Richard Donaldson




 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


	 	OTHER HOLDERS:
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


EXHIBIT A


 


REGISTRATION RIGHTS AGREEMENT


 


Joinder


 


The undersigned is executing
and delivering this Joinder pursuant to the Registration Rights Agreement dated as of __________________ (as the same may hereafter
be amended, the “Registration Rights Agreement”), among Nesco Holdings, Inc., a Delaware corporation (the “Company”),
and the other person named as parties therein.


 


By executing and delivering
this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions
of the Registration Rights Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement, and the undersigned’s ________________ number of shares of Common Stock shall be included as Registrable
Securities under the Registration Rights Agreement.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the ___ day of ____________, ____.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


	Agreed and Accepted as of	 
	 	 
	 	 
	 	 
	NESCO HOLDINGS, INC.	 
	 	 
	By:	 	 
	 	 
	Its:	 	 


 




 


[Exhibit A to Registration Rights Agreement]