Exhibit 4.8


 


DESCRIPTION OF REGISTRANT’S
SECURITIES


 


The following summary of GreenVision
Acquisition Corp.’s securities is based on and qualified by the Company’s Amended and Restated Certificate of Incorporation
(the “Amended and Restated Charter”). References to the “Company” and to “we,” “us,”
and “our” refer to GreenVision Acquisition Corp.”


 


General


 


Our certificate of incorporation currently
authorizes the issuance of 300,000,000 shares of common stock, par value $0.00001 and 100,000,000 shares of preferred
stock, par value $0.00001 per share. As of December 31, 2020, 7,187,500 shares of common stock are outstanding. No shares
of preferred stock are currently outstanding. The following description summarizes all of the material terms of our securities.
Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should
refer to our amended and restated certificate of incorporation, bylaws, and the forms of warrant agreement and rights agreement
which have previously been filed as part of our filings with the Securities and Exchange Commission.


 


Units


 


Each unit has an offering price of $10.00
and consists of one share of common stock, one right and one redeemable warrant. Each right entitles the holder thereof to receive
one-tenth (1/10th) of one share of common stock upon consummation of our initial business combination. We will
not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest
whole share or otherwise be addressed in accordance with the applicable provisions of Delaware law. As a result, you must hold
rights in multiples of 10 to receive shares for all of your rights upon closing of a business combination.


 


Common Stock


 


Our holders of record of our common stock
are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to
approve our initial business combination, our insiders, officers and directors, have agreed to vote their respective shares of
common stock owned by them immediately prior to our Initial Public Offering, and any shares acquired in our Initial Public Offering
or following our Initial Public Offering in the open market, in favor of the proposed business combination.


 


We will consummate our initial business combination
only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less
than $5,000,001 upon consummation of the initial business combination and a majority of the outstanding shares of common stock
voted are voted in favor of the business combination.


 


Pursuant to our amended and restated certificate
of incorporation, if we do not consummate our initial business combination within 12 months from the closing of our Initial
Public Offering (or up to 18 months from the closing of our Initial Public Offering if the extension criteria described elsewhere
in this prospectus is met), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case
of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our insiders and I-Bankers Securities, Inc. have agreed to waive their rights to share in any distribution
with respect to their insider shares and private shares, although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed
time period.


 






     


     


    

 


Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except
that public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock converted
to cash equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination
is completed. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s
rights or pre-business combination activity (including the substance or timing within which we have to complete a business
combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income
taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting
stockholders would be paid their pro rata portion of the trust account promptly following consummation of the business combination
or the approval of the amendment to the certificate of incorporation. Public stockholders who sell or convert their stock into
their share of the trust account still have the right to exercise the warrants that they received as part of the units. If the
business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.


 


Preferred Stock


 


There are no shares of preferred stock outstanding.
Our Amended and Restated Certificate of Incorporation filed with the State of Delaware authorizes the issuance of 1,000,000 shares
of preferred stock (par value $0.00001 per share) with such designation, rights and preferences as may be determined from time
to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights
of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination, from issuing
preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common
stock on our initial business combination. We may issue some or all of the preferred stock to affect our initial business combination.
In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us.
Although we do not currently intend to issue any shares of preferred stock, we reserve the right to do so in the future.


 


Warrants


 


There are 5,750,000 warrants outstanding
as of December 31, 2020 that were issued in our IPO. Each redeemable warrant entitles the registered holder to purchase one share
of common stock at a price of $11.50 per full share, subject to adjustment as discussed below, at any time commencing on the later
of the completion of an initial business combination and 12 months from the date of this prospectus. However, except as set
forth below, no warrants will be exercisable for cash unless we have an effective and current registration statement covering the
shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.
Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants
is not effective within 120 days from the consummation of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of
the Securities Act provided that such exemption is available. In such event, each holder would pay the exercise price 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 exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall
mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the day prior to the
date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date
prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration.
If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The
warrants will expire five years from the consummation of a Business Combination at 5:00 p.m., Eastern Standard Time.


 


We may call the outstanding warrants for
redemption (excluding the private warrants and warrants that may be issued upon conversion of working capital loans), in whole
and not in part, at a price of $0.01 per warrant:


 


		●	at any time while the warrants are exercisable,



 


		●	upon not less than 30 days’ prior written
notice of redemption to each warrant holder;



 






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		●	if, and only if, the reported last sale price of the
shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
recapitalizations), for any 20 trading days within a 30-day trading period ending on the third business day prior to the
notice of redemption to warrant holders (the “Force-Call Provision”), and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading
period referred to above and continuing each day thereafter until the date of redemption.



 


The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record
holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender
of such warrant.


 


The redemption criteria for our warrants
have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price
and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the
share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise
price of the warrants.


 


If we call the warrants for redemption as
described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price 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 exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of
our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is
sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless
basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for
redemption, our cash needs at such time and concerns regarding dilutive share issuances.


 


In addition, if (x) we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price
or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination, and (z) the volume weighted average trading price of our common stock during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (“Market Price”)
is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal
to 180% of the Market Value.


 


The warrants were issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding
warrants in order to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of shares of
common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend,
extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted
for issuances of shares of common stock at a price below their respective exercise prices.


 


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


 






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Except as described above, no public warrants
will be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to
exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and
the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions
and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration
of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating
to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we
will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon
the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the
warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may elect to be subject to
a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants
to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of
common stock outstanding. Notwithstanding the foregoing, any person who acquires a warrant with the purpose or effect of changing
or influencing the control of our company, or in connection with or as a participant in any transaction having such purpose or
effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying shares of common stock and
not be able to take advantage of this provision.


 


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


 


Contractual Arrangements with respect to the Private GVAC
Warrants


 


The 2,100,000 private warrants that are issued
and outstanding that were issued in a private placement to be completed simultaneously with our IPO in an amount of $2,100,000
with our sponsor for the purchase of 2,100,000 warrants. We have agreed that so long as the private warrants are still held by
the initial purchaser (our sponsor) or its affiliates or designees, we will not redeem such warrants and we will allow the holders
to exercise such warrants on a cashless basis (even if a registration statement covering the shares of common stock issuable upon
exercise of such warrants is not effective). However, once any of the foregoing warrants are transferred from the initial purchasers
or their affiliates, these arrangements will no longer apply. Additionally, the representative of the underwriters has agreed that
it will not be permitted to exercise any private warrants to be issued to it and/or its affiliates or designees upon consummation
of our Initial Public Offering after the five-year anniversary of the effective date of the registration statement for our
IPO (November 18, 2019). Furthermore, because the private warrants will be issued in a private transaction, the holders and
their transferees will be allowed to exercise the private warrants for cash even if a registration statement covering the shares
of common stock issuable upon exercise of such warrants is not effective and receive unregistered shares of common stock. The warrants
will have an exercise price of $11.50 per share.


 


Rights


 


There are 5,750,000 rights outstanding as
of December 31, 2020. Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation
of our initial business combination, even if the holder of such right converted all shares held by him, her or it in connection
with the initial business combination or an amendment to our amended and restated certificate of incorporation with respect to
our pre-business combination activities. No additional consideration will be required to be paid by a holder of rights in
order to receive his, her or its additional shares upon consummation of an initial business combination as the consideration related
thereto has been included in the unit purchase price paid for by investors in our Initial Public Offering. The shares issuable
upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).


 






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The number of shares that the holders of
rights are entitled to receive upon consummation of the initial business combination shall be equitably adjusted to reflect appropriately
the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination,
exchange of shares or other like change with respect to the shares occurring on or after the date hereof and prior to the consummation
of a business combination.


 


The rights will be issued in registered form
under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement
provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding rights in
order to make any change that adversely affects the interests of the registered holders.


 


If we enter into a definitive agreement for
a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights
to receive the same per share consideration the holders of the shares will receive in the transaction on an as-converted into
ordinary share basis. In the event we will not be the surviving company upon completion of our initial business combination, each
holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 of a share underlying
each right (without paying any additional consideration) upon consummation of the business combination. More specifically, each
holder will be required to indicate his, her or its election to convert the rights into their underlying shares as well as to return
the original rights certificates to us. There is no length of time within which an investor must affirmatively elect to convert
the rights. However, until a holder affirmatively elects to convert its rights, the right certificates held by such holder will
not represent the ordinary shares they are convertible for but instead will simply represent the right to receive such shares.


 


If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive
any of such funds with respect to their rights (or underlying shares), nor will they receive any distribution from our assets held
outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no contractual
penalties for failure to deliver securities to the holders of the rights upon consummation of the initial business combination.
Additionally, in no event will we be required to net cash settle the rights. Because we will only issue a whole number of shares,
you will not receive any fractional shares to the extent the number of rights held by you upon consummation of our initial business
combination is not divisible by ten.


 


Dividends


 


We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring
any dividends in the foreseeable future.


 


Listing of Securities


 


Our units, common stock,
warrants, and rights are listed on the Nasdaq Stock Market LLC under the symbols “GRNVU,” “GRNV,” “GRNVW,”
and “GRNVR” respectively.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our shares of common
stock, warrant agent for our warrants and rights agent for our rights is Continental Stock Transfer & Trust Company, 1
State Street, New York, New York 10004.


 






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Certain Anti-Takeover Provisions of Delaware Law and our
Amended and Restated Certificate of Incorporation and By-Laws


 


We will be subject to the provisions of Section 203
of the DGCL regulating corporate takeovers upon completion of our Initial Public Offering. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:


 


		●	a stockholder who owns 10% or more of our outstanding
voting stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three
years following the date that the stockholder became an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that
made the stockholder an “interested stockholder,” prior to the date of the transaction;



 


		●	after the completion of the transaction that resulted
in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the
business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written
consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of incorporation
will require that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any
derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee of the company to the company or the company’s stockholders, (iii) any
action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware
General Corporation Law or our amended and restated certificate of incorporation or the bylaws, or (iv) any action asserting
a claim against the company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to
each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any
action or claim arising under the Exchange Act or Securities Act of 1933, as amended. This provision may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers,
or other employees.


 


Special meeting of stockholders


 


Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our Board of Directors, by our chief executive officer or by our chairman.


 






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Advance notice requirements for stockholder proposals and
director nominations


 


Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will
need to be delivered to our principal executive offices not later than the close of business on the 90th day nor
earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders.
Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may
preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.


 


Authorized but unissued shares


 


Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.


 


 


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