Exhibit 4.1


 


PRIVATE 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 (the “Units”),
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
and one-half of one redeemable public warrant (the “Public Warrants”), and, in connection therewith, has determined
to issue and deliver up to 14,375,000 warrants (including up to 1,875,000 Public 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;


 


WHEREAS, the Company has entered
into those certain Subscription Agreements with each of (each, a “BlackRock Entity” and collectively, the “BlackRock
Entities”), pursuant to which the BlackRock Entities, among other things, agreed to purchase an aggregate of warrants (or up
to warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined
below) is exercised in full) in a private placement simultaneously with the closing of the Offering (and closing of the Over-allotment
Option, if applicable), bearing the legend set forth in Exhibit A hereto (the “BlackRock Warrants”), at a purchase
price of $1.00 per BlackRock Warrant;


 


WHEREAS, on December 9, 2021,
the Company entered into that certain Private Placement Warrants Purchase Agreement with XPDI Sponsor II LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of warrants (or up to warrants if
the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable) bearing the legend set forth in Exhibit A hereto (the “Sponsor Warrants” and, together
with the BlackRock Warrants, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement
Warrant;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants
(the “Working Capital Warrants” and, together with the Private Placement Warrants, the “Warrants”)
at a price of $1.00 per warrant;


 






     


     


    

 


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 Public 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 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. If requested, the Registered Holder (as
defined below) of a Warrant shall be issued a definitive certificate in physical form evidencing such Warrants which shall be in the
form attached hereto as Exhibit B.


 






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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.


 


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 penultimate 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. 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.


 


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 and (y) the
liquidation of the Company (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. 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)
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 notice of exercise of the Warrant
is sent to the Warrant Agent.


 


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 other than on a “cashless basis” pursuant to subsection
3.3.1(b). In no event will the Company be required to net cash settle the Warrant exercise. 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. Notwithstanding anything in this Agreement, for so long as any Warrant is held
by the Sponsor, a BlackRock Entity or a “Permitted Transferee” (as defined below), such Warrant will not be exercisable
more than five (5) years from the effective date of the Registration Statement, in accordance with Financial Industry Regulatory
Authority, Inc. (“FINRA”) Rules. In addition, no such Warrant will contain terms which allow the Sponsor, a
BlackRock Entity or a Permitted Transferee to receive or accrue cash dividends prior to the exercise of the Warrants.


 






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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 shares 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.
For purposes of this subsection 4.1.1, “Fair Market Value” means 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 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 an uncapped 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) 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, (2) 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 (3) 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.


 


5. Transfer and
Exchange of Warrants.


 


5.1 Transferability.
Subject to compliance with applicable law, the Warrants may be transferred, assigned or sold to any person (any such person, a
“Permitted Transferee”).


 


5.2 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.


 






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5.3 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.


 


5.4 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.


 


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


 


5.6 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.


 


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


 


6.1 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.


 


6.2 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.


 


6.3 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.


 


6.4 Registration of the
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 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 of the Warrants in
accordance with the provisions of this Agreement.


 






    10


     


    

 


7. Concerning the Warrant
Agent and Other Matters.


 


7.1 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.


 


7.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1 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.


 


7.2.2 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.


 






    11


     


    

 


7.2.3 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.


 


7.3 Fees and Expenses
of Warrant Agent.


 


7.3.1 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.


 


7.3.2 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.


 


7.4 Liability of
Warrant Agent.


 


7.4.1 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.


 


7.4.2 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.


 


7.4.3 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.


 






    12


     


    

 


7.5 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.


 


7.6 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.


 


8. Miscellaneous Provisions.


 


8.1 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.


 


8.2 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


 






    13


     


    

 


8.3 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 8.3. 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.


 


8.4 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.


 


8.5 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.


 


8.6 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.


 






    14


     


    

 


8.7 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.


 


8.8 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.


 


8.9 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 – Legend


 


Exhibit B – Form of Warrant Certificate


 




    15


     


    

 


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



 


[Signature Page to Warrant Agreement]


 







     


     


    

 


EXHIBIT A


 


LEGEND


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED
IN THE LETTER AGREEMENT BY AND AMONG POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (THE “COMPANY”), XPDI
SPONSOR II LLC AND THE OTHER PARTIES THERETO, OR THE SECURITIES SUBSCRIPTION AGREEMENTS BY AND AMONG THE COMPANY, XPDI SPONSOR II LLC
AND THE BLACKROCK ENTITIES (AS DEFINED IN THE RECITAL OF THE WARRANT AGREEMENT REFERRED TO HEREIN), AS APPLICABLE, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


	NO.	WARRANT



 




    A-1


     


    

 


EXHIBIT B


 


[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.


 






    B-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:	 



 




    B-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.


 






    B-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.


 




    B-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) 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]


 




    B-5


     


    

 


	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).


 


 


B-6