Exhibit
4.2


 


	NUMBER ________-
	(SEE
                                         REVERSE SIDE FOR LEGEND)

        THIS
        WARRANT WILL BE VOID IF NOT EXERCISED 

PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	WARRANTS


 


NESCO
HOLDINGS, INC.


 


CUSIP
[______]


 


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a warrant or warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable
share of common stock, par value $0.0001 per share (“Common Stock”), of Nesco Holdings, Inc., a Delaware
corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the earlier to occur of (i) the five
year anniversary (the “Expiration Date”) of the date of the Company’s Amended & Restated Warrant
Agreement, dated as of July 31, 2019 (the “Warrant Agreement”) and (ii) the Redemption Date (as defined in the
Warrant Agreement) as provided in Section 6.2 of the Warrant Agreement. The Warrant entitles the holder thereof to purchase
from the Company, commencing on the date that is thirty days from the date of the Company’s Warrant Agreement and
terminating on the Expiration Date, such number of shares of Common Stock of the Company at the price of $11.50 per share,
upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to
net cash settle the warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant
Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per share at which
shares of Common Stock may be purchased at the time the Warrant is exercised.


 


No
fraction of a share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction
of a share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number
of shares of Common Stock to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be
issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number
of shares of Common Stock for which the Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney
duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants.


 


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


 


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


 


This
Warrant does not entitle the registered holder to any of the rights of a shareholder of the Company.


 


The
Company reserves the right to call the Warrant at any time prior to its exercise, with a notice of call in writing to the holders
of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last
sale price of the Common Stock has been at least $18.00 per share on each of 20 trading days within any 30 trading day period
ending on the third business day prior to the date on which notice of such call is given, if, and only if, there is a current
registration statement in effect with respect to the shares of Common Stock underlying the Warrant. The call price of the Warrants
is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in
the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


	By	      	 	 
	 	Secretary	 	Chairman
    of the Board
	 



 






     
 


     


    

 


SUBSCRIPTION
FORM


To
Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate,
and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall
be issued in the name of


 


	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


and
be delivered to ________________________________________________________________________________________________


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


	and,
    if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate
    for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated
    below:



 

	Dated:		 	 
	 	 	(SIGNATURE)
	 	 	 	 
	 	 	 	(ADDRESS)
	 	 	 	 
	 	 	 	 
	 	 	 	(TAX
    IDENTIFICATION NUMBER)


 


ASSIGNMENT


To
Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, _______________________ hereby sell, assign, and transfer unto


 


	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


and
be delivered to ________________________________________________________________________________________________


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 	(SIGNATURE)


 


	The
                                         signature to the assignment of the Subscription Form must correspond to the name written
                                         upon the face of this Warrant Certificate in every particular, without alteration or
                                         enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
                                         trust company or a member firm of the American Stock Exchange, New York Stock Exchange,
                                         Pacific Stock Exchange or Chicago Stock Exchange.