Exhibit
4.2


 


PUBLIC
WARRANT AGREEMENT

between

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated
as of December 9, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Power & Digital Infrastructure
Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” and also referred to herein as the
“Transfer Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half
of one redeemable Warrant (as defined below) (the “Units”), and, in connection therewith, has determined to issue
and deliver up to 14,375,000 warrants (including up to 1,875,000 warrants subject to the exercise by the underwriters of their right
to purchase additional Units in the Offering (the “Over-allotment Option”)) to public investors in the Offering (the
“Warrants”);


 


WHEREAS,
each whole Warrant entitles the holder thereof to purchase one whole share of Common Stock for $11.50 per share, subject to adjustment
as described herein;


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333- (the “Registration Statement”) and prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Units,
the Warrants and the shares of Common Stock included in the Units;


 


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 (if a physical certificate is issued), 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 express terms and conditions
set forth in this Agreement.


 


2.
Warrants.


 


2.1 Form
of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial
issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
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. Ownership of beneficial interests in the Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with
The Depository Trust Company (the “Depository”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If
the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or
it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to
the Depository to deliver to the Warrant Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depository definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto
as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company
(the “Board”), Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal
officer of the Company. 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.


 


2.3.2 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 is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical
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.


 






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2.4 Detachability
of Warrants. The shares of Common Stock and Warrants comprising the Units shall begin separate trading on the fifty-second (52nd)
day following the date of the Prospectus or, if such fifty-second (52nd) day is not on a Business Day (as defined below), then on the
immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Barclays
Capital Inc. (“Barclays”) and BofA Securities, Inc. (“BofA”), the representatives of the underwriters,
but in no event shall the shares of Common Stock and the Warrants comprising the Units be separately traded until (A) the Company has
filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the
gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of the Over-allotment
Option, if the Over-allotment Option is exercised or waived prior to the filing of such current report on Form 8-K, and (B) the Company
issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.
The term “Business Day” means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City
are generally open for normal business.


 


2.5 No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units,
each of which is comprised of one share of Common Stock and one-half of one Warrant. If, upon the detachment of Warrants from Units or
otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole
number the number of Warrants to be issued to such holder.


 


3.
Terms and Exercise of Warrants.


 


3.1 Warrant
Price. Each whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this 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 Agreement shall mean the price per share at which each share 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; provided,
further, that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date
that is thirty (30) days after the first date on which the Company completes a merger, consolidation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (a “Business
Combination”) and terminating at the earlier to occur of: (x) 5:00 p.m., New York City time, on the date that is five (5) years
after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company, or (z) 5:00 p.m.,
New York City time, on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. Except with respect to the right
to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereof), each Warrant
not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days,
prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension
shall be identical in duration among all the Warrants.


 






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3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by
the Registered Holder thereof by surrendering it (if evidenced by definitive certificate) 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 whole 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, the exchange of the Warrant for the
shares of Common Stock and the issuance of such share of Common Stock, as follows:


 


(a) in
lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent; or


 


(b) in
the event the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis” during
the 30-day Redemption Period (as defined below), 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”, as defined in this subsection 3.3.1(b), by (y) the Fair Market
Value. Solely for purposes of this subsection 3.3.1(b), the “Fair Market Value” shall mean the average last
reported sale price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the date on which the notice of redemption is sent to the holders of the Warrants pursuant to Section 6.2 hereof.


 


3.3.2 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a) hereof), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of whole shares of Common Stock to which he,
she or it 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 book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares
of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus
relating thereto is current or a valid exemption from registration is available. 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 from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are
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, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase
price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle
the Warrant exercise. The Company may require holders of Warrants to settle the Warrant on a “cashless basis” pursuant to
subsection 7.4.2 hereof. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall
round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 






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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 non-assessable.


 


3.3.4 Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer books
or book-entry system of the Warrant Agent 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 9.8%,
or such other amount as a holder may specify (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 share 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 issued and
outstanding shares of Common Stock, the holder may rely on the number of issued and 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 Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock issued and 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 issued and 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 issued and outstanding shares of 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.


 


4.1.1 Share
Dividends and Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued
and outstanding shares of Common Stock is increased by a share dividend payable in shares of Common Stock, or by a split-up of shares
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 the issued and outstanding
shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at
a price less than the Fair Market Value (as defined below) shall 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 the shares of Common Stock) multiplied by (ii) one
(1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, if the rights offering is for securities convertible into or exercisable for shares of
Common Stock, in determining the price payable for the shares of Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion. “10-Day Average Closing Price”
means, as of any date, the average last reported sale price of the shares of Common Stock as reported during the ten (10) trading day
period ending on the trading day prior to such date. For purposes of this subsection 4.1.1, “Fair Market Value”
means the 10-Day Average Closing Price as of the first (1st) 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. Notwithstanding anything to the contrary herein,
no shares of Common Stock shall be issued at less than their par value.


 






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4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other
shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common
Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common
Stock in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the
Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated memorandum
and articles of association, or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the
Offering upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being
referred to herein as 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/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when
combined on a per share basis, with the per share amounts of 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 (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) does not exceed
$0.50.


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of 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 shall be decreased in proportion to such decrease in
issued and outstanding shares of Common Stock.


 


4.3 Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Section 4.1 or Section 4.2 hereof, 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.


 






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4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of
Common Stock (other than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of the Company (other than in connection with the Company’s
initial Business Combination) with or into another entity in which any “person” or “group” (as such terms are
used in Section 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the Company’s securities, 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, the holders of the Warrants 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, that the holder of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that if the holders of the shares of Common Stock were entitled to exercise a
right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable
shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Common Stock in
such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy percent
(70%) of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable in the form of
shares 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 properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a current report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the
difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but
in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for
a Capped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment
banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such
calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken into account, (2) the price of each share
of Common Stock shall be the average last reported sale price of the shares of Common Stock as reported during the ten (10) trading day
period ending on the trading day prior to the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event unless the third party valuation firm definitively determines that a different volatility is more appropriate, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the shares of Common Stock consists exclusively of cash,
the amount of such cash per share of Common Stock, and (ii) in all other cases, the average last reported sale price of the shares of
Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1
hereof, then such adjustment shall be made pursuant to subsection 4.1.1, Section 4.2 or Section 4.3 hereof and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 






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4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock 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;
provided, however, that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall
be required until cumulative adjustments amount to one percent (1%) or more of the number of shares of Common Stock issuable upon exercise
of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken
into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection
with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent
(1%) in the number of shares of Common Stock issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the
occurrence of any event specified in Section 4.1, Section 4.2, Section 4.3 or Section 4.4 hereof, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, 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.


 


4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue a fractional
share of Common Stock upon the 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 down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 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 of Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that 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.


 






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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. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


 


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 thereof 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 Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants
which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.


 


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, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer
of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with the Unit in which such
Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6.
Redemption of Warrants.


 


6.1 Redemption
of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed for cash, at the option of the Company,
at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as
described in Section 6.2 hereof, at a redemption price of $0.01 per Warrant (the “Redemption Price”); provided
that the last reported sale price of the shares of Common Stock has been at least $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), on twenty (20) trading days within the thirty (30) trading day period ending on the third (3rd) trading
day prior to the date on which notice of the redemption is given; provided, further that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.2 hereof) or the Company has elected to require the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof.


 






    10


     


    

 


6.2
Date Fixed for, and Notice of Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants pursuant
to Section 6.1 hereof, 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 thirty (30) days prior to the Redemption Date (the
“30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they
shall appear on the registration books.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to subsection
3.3.1(b) hereof, if applicable) 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 that the Company determines to require all holders of Warrants to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof, the notice of redemption shall contain
instructions on how to calculate the number of shares of Common Stock to be received upon exercise of the Warrants. 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.


 


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 shareholder 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 Shares 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 shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration
of Shares of Common Stock; Cashless Exercise at Company’s Option.


 






    11


     


    

 


7.4.1 Registration
of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective
amendment or new registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise
of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants
in accordance with the provisions of this Agreement. If any such post-effective amendment or new registration statement has not been
declared effective by the sixtieth (60th) Business Day following the closing of the Company’s initial Business Combination, holders
of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Company’s
initial Business Combination and ending upon such post-effective amendment or new registration statement being declared effective by
the 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,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number
of shares of Common Stock per Warrant determined pursuant to subsection 3.3.1(b). The date that notice of cashless exercise is
received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the cashless exercise of a Warrant,
the Company shall, upon request, 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 subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall
be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.
Except as provided in subsection 7.4.2 hereof, for the avoidance of any doubt, unless and until all of the Warrants have been
exercised, the Company shall continue to be obligated to comply with its registration obligations under the first two sentences of this
subsection 7.4.1.


 


7.4.2 Cashless
Exercise at Company’s Option. 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 they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such
Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described
in subsection 3.3.1(b) hereof and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register
or qualify for sale the shares of Common Stock issuable upon exercise of the Warrants under the blue sky laws of the state of residence
of the exercising Warrant holder to the extent an exemption is not available.


 






    12


     


    

 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1 Payment
of Taxes. The Company shall 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 the Warrants, but the Company and the Warrant
Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


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 thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his, her or its 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 or other entity 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.


 


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 entity into which the Warrant Agent may be merged or with which it may be consolidated or
any entity 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.


 






    13


     


    

 


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 shall, pursuant
to its obligations under this Agreement, 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 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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary
or other principal officer 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, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, out-of-pocket costs and reasonable outside 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 or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.


 


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). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not 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 shall, when issued, be valid and fully paid and non-assessable.


 


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 the Warrants.


 






    14


     


    

 


8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims
against the Trust Account and any and all rights to seek access to the Trust Account.


 


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 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 (5) 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:


 


Power
& Digital Infrastructure Acquisition II Corp.


321
North Clark Street, Suite 2440


Chicago,
IL 60654


Attention:
Patrick C. Eilers, Chief Executive Officer




 


with
a copy to (which shall not constitute notice):


 


Kirkland
& Ellis LLP


609
Main Street


Houston,
Texas 77002


		Attention:	Debbie
P. Yee, P.C.



Lance K. Hancock




 


		email:	debbie.yee@kirkland.com;



lance.hancock@kirkland.com




 


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 (5) 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


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department




 






    15


     


    

 


9.3 Applicable
Law; Exclusive Forum. 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. Subject to applicable law, 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 the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in
connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and
(y) having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holder’s
counsel in the foreign action as agent for such Warrant holder.


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this 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 such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


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


 






    16


     


    

 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus or (ii) adding or changing any 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 rights of the Registered Holders.
All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Section 3.1 and
Section 3.2 hereof, 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 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.


 


Exhibit
A – Form of Warrant Certificate


 






    17


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 





	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 	 
	 	By:	/s/ John P. McGarrity
	 	Name:	John P. McGarrity
	 	Title:	General Counsel and Secretary


 


[Signature Page to Warrant
Agreement] 





 




     


     


    

 





	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/ Erika Young
	 	Name:	Erika Young
	 	Title: 	Vice Presiden


 


[Signature
Page to Warrant Agreement] 


 







     


     


    

 


EXHIBIT
A


 


[Form
of Warrant Certificate]

[FACE]


 


Number


 


Warrants

THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR

TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP


 


Warrant
Certificate


 


This
Warrant Certificate certifies that, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (the “Common
Stock”), of Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”).
Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender
of this Warrant Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for
in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be
issued to the holder of the Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The
initial Warrant Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to
certain conditions, as set forth in the Warrant Agreement.


 






    A-1


     


    

 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.





 





	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    A-2


     


    

 


[Form
of Warrant Certificate]

[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December 9, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon
properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the
event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new book-entry position or new Warrant Certificate
evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of
the Warrants and the Warrant Price set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of
a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon
exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or 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 evidencing in the aggregate a like number of Warrants.


 






    A-3


     


    

 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office 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(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) 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 holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 




    A-4


     


    

 


Election
to Purchase

(To Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A common
stock (“Common Stock”) and herewith tenders payment for such shares of Common Stock to the order of Power &
Digital Infrastructure Acquisition II Corp. (the “Company”) in the amount of $ in accordance with the terms
hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of, whose address is and
that such shares of Common Stock be delivered to whose address is. If said number of shares of Common Stock is less than all of the shares
of Common Stock purchasable hereunder, the undersigned requests that a new book-entry position or new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of      , whose address is and that such Warrant Certificate
be delivered to      , whose address is      .


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b)
or Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new book-entry position or new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of      , whose address is and that such Warrant
Certificate be delivered to      , whose address is      .


 


[Signature
Page follows]


 




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	Date:                  ,
    20[   ]	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15
(OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


 


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