Exhibit
4.3


 


Execution Version


 




AMENDED & RESTATED WARRANT AGREEMENT


 


THIS
AMENDED & RESTATED WARRANT AGREEMENT (“Agreement”) dated as of July 31, 2019 is between Nesco
Holdings, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (“Warrant Agent”).


 


WHEREAS,
Capitol Investment Corp. IV, a Cayman Islands exempted company and the predecessor of Nesco Holdings, Inc. prior to the Domestication
(as defined below) (“Capitol”), and the Warrant Agent are parties to that certain Warrant Agreement,
dated as of August 15, 2017 (the “Existing Warrant Agreement”);


 


WHEREAS,
certain of the warrants issued by Capitol were purchased by sponsors, officers and directors of Capitol (the “Sponsor
Warrants”);


 


WHEREAS,
Capitol and the other parties named therein entered into that certain Agreement and Plan of Merger, dated as of April 7, 2019
(the “Merger Agreement”);


 


WHEREAS,
in connection with the transactions contemplated by the Merger Agreement, Capitol has deregistered as a Cayman Islands exempted
company and continued and domesticated as Nesco Holdings, Inc., a corporation incorporated under the laws of Delaware, in accordance
with Section 388 of the Delaware General Corporation law and the Cayman Islands Companies Law (2018 Revision) (the “Domestication”);


 


WHEREAS,
in connection with the Domestication, (i) Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned
subsidiary of Capitol, merged with and into the NESCO Holdings I, Inc., a Delaware corporation, with NESCO Holdings I, Inc. surviving
as a wholly-owned subsidiary of Capitol, (ii) immediately following such merger, NESCO Holdings I, Inc. merged with and into Capitol
Investment Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol, with Capitol Investment
Merger Sub 2, LLC surviving as an indirect wholly-owned subsidiary of Capitol (the “Merger” and, together
with the Domestication, the “Business Combination”);


 


WHEREAS,
upon consummation of the Domestication, as provided in Section 4.5 of the Existing Warrant Agreement, the warrants
issued thereunder will no longer be exercisable for Class A Ordinary Shares of Capitol but instead will be exercisable (subject
to the terms and conditions of the Existing Warrant Agreement as amended hereby) for a number of shares of common stock, par value
$0.0001 per share (the “Common Stock”), of the Company equal to the number of Class A Ordinary Shares
of Capitol for which such warrants were exercisable immediately prior to the Domestication (subject to the terms and conditions
of the Existing Warrant Agreement as amended hereby) (such warrants as so adjusted and amended, the “Warrants”);


 






     


     


    




 


WHEREAS,
in connection with the transactions contemplated by the Merger Agreement, the Company issued an aggregate of 2,500,000 Warrants
(such Warrants, together with the Sponsor Warrants, the “Non-Public Warrants”) to NESCO Holdings, LP,
a Delaware limited partnership;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall
bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant may be issued in uncertificated or
book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”)
or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized
committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly
countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 






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2.4
Registration.


 


2.4.1
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company.


 


2.4.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 


2.5
Non-Public Warrant Attributes. The Non-Public Warrants have been issued in the same form as the other Warrants but they
(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option,
in either case as long as the Non-Public Warrants are held by the holders as of the date hereof, their affiliates and Permitted
Transferees. Once a Non-Public Warrant is transferred to a holder other than an affiliate or Permitted Transferee, it shall no
longer be deemed a Non-Public Warrant.


 


3.
Terms and Exercise of Warrants


 


3.1
Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant
Agreement refers to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days prior
written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be
applied consistently to all of the Warrants. For purposes of this Agreement, a “Business Day” shall
mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to close.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date that is 30 days after the date hereof and terminating at 5:00 p.m., New York City time on the earlier to occur of
(i) the date that is five years after the date hereof and (ii) the Redemption Date as provided in Section 6.2 (“Expiration
Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder),
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least
twenty (20) days prior written notice of any such extension to registered holders.


 






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3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


(a)  
by good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b)  
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all
holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”
(defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market
Value” shall mean the average reported last sale price of the shares of Common Stock for the ten (10) trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrant pursuant to
Section 6 hereof; or


 


(c)  
with respect to any Non-Public Warrants, so long as such Non-Public Warrants are held by the initial holders of the Non-Public
Warrants, their affiliates or their Permitted Transferees, by surrendering such Non-Public Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value”
by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is
equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the shares of Common Stock for the ten (10) trading days
ending on the third trading day prior to the date of exercise; or


 


(d)  
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) days
after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise
price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average
reported last sale price of the shares of Common Stock for the ten (10) trading days ending on the day prior to the date of exercise.


 






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3.3.2
Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates
for the number of shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him,
her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as
to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to
net cash settle the Warrant exercise. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of
Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.
In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of
such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4
Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 4.9% or 9.8% (as specified by the Holder) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report
on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange
Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
Continental Stock Transfer & Trust Company setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally
and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of outstanding Common Stock was reported. By written notice to
the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 






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4.
Adjustments.


 


4.1
Share Dividends - Split Ups. If after the date hereof, the number of outstanding shares of Common Stock is increased by
a share dividend payable in shares of Common Stock, or by a split up of Common Stock, or other similar event, then, on the effective
date of such share dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


4.2
Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse share split or reclassification of Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a cash
dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares
of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities
or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend; provided, however, that none of
the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection
4.1 above or (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends
and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such
dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate
cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time
while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash
dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35
dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by
$0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid
or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).


 






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4.4
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent)
by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.5
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects
the par value of the shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results
in a change in the shares of Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall
be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this
Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers.


 


4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in
any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in
the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.


 






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4.7
No Fractional Warrants or Shares. No fractional Warrants will be issued hereunder. Additionally, notwithstanding any provision
contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.8
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.9
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 






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5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


 


5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.


 


5.6
Non-Public Warrants. The Warrant Agent shall not register any transfer of Non-Public Warrants until the date that is 30
days after the date hereof, except for transfers (i) to the Company’s sponsors, officers, directors, employees, consultants
or their affiliates, (ii) to a holder’s officers, directors, employees or members upon the holder’s liquidation, in
each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust,
the beneficiary of which is the holder or a member of the holder’s immediate family for estate planning purposes, (iv) by
virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order (any person receiving
Non-Public Warrants pursuant to the foregoing clauses (i) through (v), a “Permitted Transferee”), in
each case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each Permitted Transferee or the trustee or legal guardian for such Permitted Transferee agrees to be bound
by the terms of this Agreement.


 


6.
Redemption.


 


6.1
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time while they are exercisable and prior to their expiration (so long as there is a current registration
statement in effect with respect to the shares of Common Stock underlying the Warrants), at the office of the Warrant Agent, upon
the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”),
provided that the last sales price of the shares of Common Stock equals or exceeds $18.00 per share (subject to adjustment in
accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period ending
on the third business day prior to the date on which notice of redemption is given.


 






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6.2
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such
notice.


 


6.3
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants
to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will
contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4
Exclusion of Non-Public Warrants. The Company agrees that the redemption rights provided in this Section 6 shall
not apply to the Non-Public Warrants if at the time of the redemption such Non-Public Warrants continue to be held by the holders
as of the date hereof or their affiliates or Permitted Transferees. However, once such Non-Public Warrants are transferred (other
than to an affiliate or Permitted Transferee), the Company may redeem the Non-Public Warrants in the same manner as all other
Warrants.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1
No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


 


7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 






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7.4
Registration of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the date hereof, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement
for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its
best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially
offered by the Company, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available.
The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees
to use its best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available. If any such registration statement has not been declared effective by the
60th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the 61st day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on
a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant
Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that
(i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered
under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will
not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised
on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this Section 7.4.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 






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8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date
of any such appointment.


 


8.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


 


8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board
of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 






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8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock
to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid
and fully paid and nonassessable.


 


8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of Warrants.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Nesco
Holdings, Inc.

6714 Pointe Inverness Way, Suite 220

Fort Wayne, Indiana 45894

Attn: Lee Jacobson, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 






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9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the registered holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of a majority of the then outstanding Warrants (excluding the holders of the Non-Public Warrants). Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
and 3.2, respectively, without the consent of the registered holders.


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 





[Signature page follows] 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 





	 	NESCO HOLDINGS, INC.
	 	 	 
	 	By:	/s/
Lee Jacobson
	 	Name:	Lee Jacobson
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice President




  




 





[Signature Page to Amended & Restated
Warrant Agreement]