Exhibit 10.2


 


FORM OF


INVESTMENT MANAGEMENT TRUST AGREEMENT


BETWEEN GREENVISION
ACQUISITION CORP.


AND CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


 


This Agreement is made as of __________, 2019 by and between
GreenVision Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, No. 333__________ (“Registration Statement”) for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, I- Bankers Securities, Inc. (the “Representative”)
is acting as the representative of the several underwriters in the IPO; and


 


WHEREAS, as described in the Registration Statement,
and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $50,000,000.00 ($57,500,000.00 if
the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of units and
warrants will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s common stock, par
value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered
to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will
be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee at J.P. Morgan Chase Bank, N.A.
and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise, and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185
days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as
a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment
Company Act, which invest only in direct U.S. government treasury obligations; it being understood that the Trust Account will
earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn
bank credits or other consideration during such periods;


 






     


     


    

 


(d) Collect and receive, when due, all principal
and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Notify the Company and the Representative of
all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as, and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only
after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in
a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company and, in
the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly acknowledged and
agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account
only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that
a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided in
the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. The provisions of this Section
1(i) may not be modified, amended or deleted under any circumstances; and


 


(j) Upon receipt of a letter (an “Amendment
Notification Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, distribute to
Public Stockholders who exercised their conversion rights in connection with an amendment to Article Sixth of the Company’s
Certificate of Incorporation (an “Amendment”) an amount equal to the pro rata share of the Property relating to the
Common Stock for which such Public Stockholders have exercised conversion rights in connection with such Amendment. The provisions
of this Section 1(j) may not be modified, amended or deleted under any circumstances.


 


2. Limited Distributions of Income from Trust Account.


 


(a) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other
tax obligation owed by the Company.


 






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(b) Upon written request from the Company, which
may be given in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company
the amount of interest income earned on the Property and requested by the Company to cover expenses related to the Company’s
working capital requirements; provided, however, that the aggregate amount of all such distributions in any twelve-month period
shall not exceed $***________ and the Company will not be allowed to withdraw interest income earned on the trust account unless
there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due
at that time; and


 


(c) The limited distributions referred to in Sections
2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Sections 2(a) and 2(b) above,
no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


(c) The Company shall provide the Representative
with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3. Agreements and Covenants of the Company. The Company
agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by any one of the Company’s authorized officers. In addition, except with respect to its duties under
Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to the provisions of Section 5 of this
Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit, or other
proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim
or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee an initial acceptance fee, an
annual fee, and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule
A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from
the disbursements made to the Company pursuant to Section 2(b) or pursuant to Section 1(i) solely in connection with the consummation
of a business combination (a “Business Combination”). The Company shall pay the Trustee the initial acceptance fee
and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 






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(d) In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged
in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s stockholders
regarding such Business Combination;


 


(e) In the event that the Company directs the Trustee
to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee
to make any payments that are not specifically authorized by this Agreement; and


 


(f) If the Company has an Amendment approved by its
stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit C providing instructions for the
distribution of funds to Public Stockholders who exercise their conversion rights in connection with such Amendment.


 


4. Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a) Take any action with respect to the Property,
other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising
out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding for the collection of
any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with respect to, any of the
Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of any Property, other
than in compliance with Section 1(c);


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its
own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g) Verify the correctness of the information set
forth in the Registration Statement or to confirm or assure that any Business Combination consummated by the Company or any other
action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state, and/or federal tax returns
or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements to the Company documenting
the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust Account
(it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be
paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties, inquire, or
otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set
forth herein; or


 


(k) Verify calculations, qualify, or otherwise approve
Company requests for distributions pursuant to Sections 1(i), 1(j), 2(a) or 2(b) above.


 


5. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and
hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event
the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section
3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against
the Property or any monies in the Trust Account.


 


6. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during
which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that,
in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has completed the
liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b) and Section
5.


 






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7. Miscellaneous.


 


(a) The Company and the Trustee will each restrict
access to confidential information relating to funds being transferred to or from the Trust Account to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary,
beneficiary’s bank, or intermediary bank. The Trustee shall not be liable for any loss, liability, or expense resulting
from any error in the information supplied to it or funds transferred based on such information.


 


(b) This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and
venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury.


 


(c) This Agreement may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(d) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(j) (which may
not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended, or modified by a
writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the propriety of
any proposed amendment.


 


(e) Any notice, consent or request to be given in
connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 






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if to the Company, to:


 


GreenVision Acquisition Corp.


One Penn Plaza, 36th Floor


New York, New York 100019


Attn: David Fu, Chief Executive Officer


E-mail: david.fu@glo.com.cn


 


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


Becker & Poliakoff, LLP


Attn: Brian Daughney, Esq


45 Broadway, Fl. 17


New York, NY 10006


 


(f) This Agreement may not be assigned by the Trustee
without the prior consent of the Company.


 


(g) Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder.


 


(h) Each of the Company and the Trustee hereby acknowledge
that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	        	 
	 		Name:	 
	 		Title:	 
	 	 	 	 
	 	GREENVISION ACQUISITION CORP.
	 	 	 	 
	 	By:	 	 
	 		Name: David Fu	 
	 		Title: Chief
    Executive Officer	 




 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	 	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 



 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


& Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [________] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between GreenVision Acquisition Corp (“Company”) and Continental Stock Transfer & Trust
Company, dated as of _______________, 2019 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement with [__________________] to consummate a business combination (“Business Combination”) on or about
[insert date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account
at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and
agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s stockholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representative
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement
shall be terminated.


 






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In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


	 	Very truly yours,	 
	 	 	 	 
	 	GREENVISION ACQUISITION CORP
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title: Chief Executive Officer	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title: Chief Financial Officer	 



 


	AGREED TO AND ACKNOWLEDGED BY
	 	 	 
	 	 	 
	I-Bankers Securities, Inc.
	 	 	 
	By:	                   	 
		Name:	 
		Title:	 


 




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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [__________] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between GreenVision Acquisition Corp (“Company”) and Continental Stock Transfer & Trust
Company, dated as of _________________, 2019 (“Trust Agreement”), this is to advise you that the Company has been
unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and
Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds of the Trust to the Trust
Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________,
20__] as the date for when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. It is
acknowledged that while the funds are on deposit in the Trust Account awaiting distribution, the Company will not earn any interest
or dividends. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds
directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


	 	Very truly yours,	 
	 	 	 	 
	 	GREENVISION ACQUISITION CORP	 
	 	 	 	 
	 	By:	     	 
	 		Name: 	 
	 		Title: Chief Executive Officer	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 	 	Title:Chief Financial Officer	 


 


cc: I- Bankers Securities, Inc.


 




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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [________] – Amendment Notification
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment Management
Trust Agreement between GreenVision Acquisition Corp (“Company”) and Continental Stock Transfer & Trust Company,
dated as of ________, 2019 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(j) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____ of the total proceeds of
the Trust to the Trust Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,	 
	 	 	 	 
	 	GREENVISION ACQUISITION CORP	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title: Chief Executive Officer	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title: Chief Financial Officer	 


  


cc: I-Bankers Securities, Inc


 




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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [_____________] – [Tax Withdrawal]/[Working
Capital Withdrawal] Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


[Pursuant to Section 2(a) of the Investment
Management Trust Agreement between GreenVision Acquisition Corp (“Company”) and Continental Stock Transfer & Trust
Company, dated as of ________, 2019 (“Trust Agreement”), the Company hereby requests that you deliver to the Company
[$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax
obligations as a result of such interest income.]


 


[Pursuant to Section 2(a) of the Investment
Management Trust Agreement between GreenVision Acquisition Corp (“Company”) and Continental Stock Transfer & Trust
Company, dated as of __________, 2019 (“Trust Agreement”), the Company hereby requests that you deliver to the Company
$_______ of the interest income earned on the Property as of the date hereof to pay its Working Capital expenses which does not
exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section
2(b).]


 


In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	GREENVISION ACQUISITION CORP	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: I-Bankers Securities, Inc.


 


 


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