EXHIBIT 4.4


 


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


As of March 25,
2020, Alta Equipment Group Inc. (the “Company”) has two classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (1) Class A common stock and (2) warrants.


The following description
of the Class A common stock and warrants is a summary and does not purport to be complete. It is subject to and qualified in its
entirety by reference to our third amended and restated certificate of incorporation (the “Charter”) and our amended
and restated bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report
on Form 10-K of which this Exhibit 4.4 is a part. We encourage you to read our Charter, our Bylaws and the applicable provisions
of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code).


Terms not otherwise
defined herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.4 is a
part.


Authorized and Outstanding Stock


The Charter authorizes
the issuance of 201,000,000 shares of capital stock, consisting of (x) 200,000,000 authorized shares of common stock and (y) 1,000,000
authorized shares of preferred stock, par value $0.0001 per share. As of March 23, 2020, there were 29,511,359 shares of common
stock outstanding.


Common Stock


Voting Power


Except as otherwise
required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common
stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action
and will at all times vote together as one class on all matters submitted to a vote of the stockholders of the Company. Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified
in our Charter or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative
vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders.
Our board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


Dividends


Holders of common
stock are entitled to receive such dividends and other distributions, if any, as may be declared from time to time by our board
of directors in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends
and distributions.


Liquidation, Dissolution and Winding Up


In the event of the
voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of common stock
will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution
to stockholders, after the rights of the holders of the preferred stock have been satisfied and after payment or provision for
payment of the debts and other liabilities of the Company.






    


     


    

 


Preemptive or Other Rights


The Company’s
stockholders have no preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable
to common stock.


Election of Directors


The Company’s
board of directors is classified into two classes, designated as Class I and Class II. The directors first elected to Class I will
hold office for a term expiring at the first annual meeting of stockholders following the consummation of the business combination;
and the directors first elected to Class II will hold office for a term expiring at the second annual meeting of stockholders following
the consummation of the business combination. At each succeeding annual meeting of the stockholders of the Company, the successors
to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in the second year following the year of their election.


Warrants


Public Warrants


Each whole warrant
entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed
below. The warrants will expire on February 14, 2025, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


The Company will not
be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless the Company has declared effective a registration statement under the Securities Act covering the
shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares
are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the
holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement),
subject to the Company satisfying its obligations described below with respect to registration. In the event that the conditions
in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is
not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price
for the unit solely for the share of common stock underlying such unit.


Notwithstanding the
above, if the shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be
required to file or maintain in effect a registration statement, but will use our best efforts to qualify the shares under applicable
blue sky laws to the extent an exemption is not available.


Once the warrants
become exercisable, the Company may call the warrants for redemption:


	•		at a price of $0.01 per warrant;



	•		upon a minimum of 30 days’ prior written notice of redemption;



	•		if, and only if, the last reported closing price of the Company’s common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the
Company sends the notice of redemption to the warrant holders; and



	•		if, and only if, there is a current registration statement in effect with respect
to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares
of common stock is available throughout the 30-day trading period referred to above.







    


     


    

 


The Company will not
redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable
upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout
the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt
from registration under the Securities Act.


The Company has established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date.
However, the price of the common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice
is issued.


If the Company calls
the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their
warrants on a “cashless basis,” the Company’s management will consider, among other factors, our cash position,
the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares
issuable upon the exercise of our warrants. If the Company’s management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their 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” (defined below) by (y) the fair market
value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If
the Company’s management takes advantage of this option, 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.


Requiring a cashless exercise in this
manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company
calls the warrants for redemption and our management does not take advantage of this option, the holders of the private placement
warrants and their permitted transferees would still be entitled to exercise their forward purchase and private placement warrants
for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use
had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


A holder of a warrant
may notify the Company in writing in the event it elects to be subject to a requirement that such holder will 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 9.9% (or such other amount as specified
by the holder) of the shares of common stock outstanding immediately after giving effect to such exercise.


If the number of outstanding
shares of common stock is increased by a share dividend payable in 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 will be increased in proportion to such increase in the outstanding shares of common stock. A rights
offering to holders of common stock entitling holders to purchase shares of common stock at a price less than the fair market value
will be deemed a share dividend of a number of shares of common stock equal to the product of (i) the number of shares of
common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for shares of common stock) multiplied by (ii) one (1) minus the quotient of
(a) the price per share of common stock paid in such rights offering divided by (b) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for shares of common stock, in determining
the price payable for shares of common stock, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average
price of shares of common stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.






    


     


    

 


In addition, if the
Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities
or other assets to the holders of common stock on account of such common stock (or other securities into which the warrants are
convertible), other than (i) as described above, (ii) certain ordinary cash dividends, (iii) to satisfy the redemption
rights of the holders of shares of common stock in connection with a proposed initial business combination, (iv) as a result
of the repurchase of shares of common stock by the Company if the proposed initial business combination is presented to the stockholders
of the Company for approval, or (v) in connection with the redemption of our public shares upon our failure to complete our
initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date
of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common
stock in respect of such event.


Additionally, if the
number of outstanding shares of common stock is decreased by a consolidation, combination, reverse share split or reclassification
of the shares 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 will be decreased
in proportion to such decrease in outstanding shares of common stock.


Whenever the number
of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price
will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will 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 will be the number of shares of common stock so purchasable immediately thereafter.


In addition, if (x) we
issue additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock
for capital raising purposes in connection with the closing of the business combination (excluding any issuance of securities under
the forward purchase agreement), at an issue price or effective issue price of less than $9.20 per share of common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the business combination,
and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading
day prior to the day on which the Company consummates the business combination (the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price.


In case of any reclassification
or reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value
of such shares), 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 Company’s 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 holders of the warrants will 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 immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common 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 holder of the warrants would have received if such holder had exercised their warrants
immediately prior to such event. If less than 70% of the consideration receivable by the holders of common stock in such a transaction
is payable in the form of shares of common stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
value (as defined in the warrant agreement) of the warrant.


The warrants are issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and
the Company.


The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.






    


     


    

 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for
the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and
any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common
stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be
voted on by stockholders.


No fractional shares
will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the
warrant holder.


Private Placement Warrants


The private placement
warrants (including the shares of common stock issuable upon exercise of the private placement warrants) were not transferable,
assignable or salable until 30 days after the completion of the business combination, subject to certain exceptions, and they
will not be redeemable by the Company so long as they are held by our Sponsor or its permitted transferees. Our Sponsor, or its
permitted transferees, has the option to exercise the private placement warrants on a cashless basis. Except as described below,
the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement
warrants are held by holders other than our Sponsor or its permitted transferees, the private placement warrants will be redeemable
by the Company and exercisable by the holders on the same basis as the public warrants.


If holders of the
private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her
or its 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” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of warrant exercise is sent to the warrant agent.