Exhibit 4.2


 





RIGHTS AGREEMENT


 


This Rights Agreement
(this “Agreement”) is made as of July 24, 2018 between Greenland Acquisition Corporation, a British Virgin Islands
company, with offices at Suite 906, Tower W1, Oriental Plaza, No. 1 East Chang’an Street, Dongcheng District, Beijing, People’s
Republic of China (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices
at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company
has received binding commitments from Greenland Asset Management Corporation (“Sponsor”) and Chardan Capital Markets,
LLC (“Representative”) to purchase up to an aggregate of 270,000 units (or 288,000 if the over-allotment option is
exercised in full by the underwriters), each unit (“Unit”) comprised of one ordinary share, with no par value, of the
Company (“Ordinary Share”), one warrant to purchase one-half of one Ordinary Share (“Warrant”) and one
right to receive one-tenth of one Ordinary Share upon the happening of the triggering event described herein (“Right”),
and in connection therewith, will issue and deliver up to an aggregate of 288,000 Rights as part of such Units upon consummation
of such private placement (the “Private Offering”); and


 


WHEREAS, the Company
is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver (i)
up to 4,600,000 Rights to the public investors and (ii) 240,000 Rights (as part of a unit purchase option) to the Representative
or its designees; and


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined in the Company’s
Amended and Restated Memorandum and Articles of Association), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
executive officers and directors may loan to the Company funds as may be required, of which up to $1,500,000 of such loans may
be convertible into up to an additional 150,000 Units, and in connection therewith, will issue and deliver up to an aggregate of
150,000 Rights; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-226001
(“Registration Statement”), and related Prospectus (“Prospectus”) for the registration, under the Securities
Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Ordinary Shares issuable to the holders
of the Rights; and


 


WHEREAS, the Company
may issue up to an additional 240,000 Rights upon exercise of certain unit purchase options to be issued to the Representative
and/or its designees; and


 


WHEREAS, the Company
desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance,
registration, transfer and exchange of the Rights; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights,
limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent, 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 Rights Agent.
The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 




    


     


    

 


2.            Rights.


 


2.1.         Form of Right.
Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
Officer and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose
facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right
before such Right 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.


 


2.2.         Effect of Countersignature.
Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may
not be exchanged for Ordinary Shares.


 


2.3.         Registration.


 


2.3.1.              Right Register.
The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration
of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the
names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights
Agent by the Company.


 


2.3.2.              Registered
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat
the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute
owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right
Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other
purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.         Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier
to occur of: (i) the 90th day following the date of the Prospectus or (ii) the announcement by the Representative, as
representative of the underwriters in the Public Offering, of its intention to allow separate earlier trading, except that in no
event will the securities comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K with
the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is
exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing
when such separate trading shall begin.


 


3.            Terms and Exchange of Rights


 


3.1.         Rights.
Each Right shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of an Exchange Event
(defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares
upon an Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In
no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


3.2.         Exchange Event.
An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined
in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3.         Exchange of
Rights.


 


3.3.1.              Issuance of
Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights
to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to
the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in such
name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position
for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will
the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In
the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange
Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by
the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any
such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and
Articles, which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in
effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without
any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until
the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu
cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the
Rights may be considered less than the value that the holder would otherwise expect to receive.


 






    


     


    

 


3.3.2.              Valid Issuance.
All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.3.              Date of Issuance.
Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for all purposes be deemed
to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such
certificate or entry of position.


 


3.3.4              Company Not
Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting
entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders
of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section
3.3.1 above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right
will be required to affirmatively convert his/her or its rights in order to receive the 1/10 share underlying each right (without
paying any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required
to indicate his, her or its election to convert the Rights into underlying shares as well as to return the original certificates
evidencing the Rights to the Company.


 


3.5           Duration of
Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum
and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless; provided
that for as long as any of the Rights sold in the Private Offering are held by the Representative or its designees or affiliates,
such Rights may not be exercised after five years from the effective date of the Registration Statement.


 


4.            Transfer and Exchange of Rights.


 


4.1.          Registration
of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register,
upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued
and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the
Company from time to time upon request.


 


4.2.          Procedure for
Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of
the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right
surrendered for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights
Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating no restrictive legend is required.


 






    


     


    

 


4.3.          Fractional
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Right Certificate for a fraction of a Right.


 


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


 


4.5.          Adjustments
to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence
of an Exchange Event 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 Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.


 


4.6.          Right Execution
and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required
by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 


5.            Other Provisions Relating to Rights
of Holders of Rights.


 


5.1.          No Rights as
Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right 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 shareholders in respect of
the meetings of shareholders or the election of directors of the Company or any other matter.


 


5.2.          Lost, Stolen,
Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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 Right,
include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


5.3.          Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6.            Concerning the Rights Agent and Other
Matters.


 


6.1.          Payment of
Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights
Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated
to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


6.2.          Resignation,
Consolidation, or Merger of Rights Agent.


 


6.2.1.              Appointment
of Successor Rights Agent. The Rights 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 Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right
(who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the
Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation 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 Rights Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority,
powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights 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 Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 






    


     


    

 


6.2.2.              Notice of Successor
Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor
Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


6.2.3.              Merger or Consolidation
of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under
this Agreement without any further act.


 


6.3.         Fees and Expenses of Rights Agent.


 


6.3.1.              Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2.              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 Rights Agent for the carrying
out or performing of the provisions of this Agreement.


 


6.4.         Liability of
Rights Agent.


 


6.4.1.              Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Rights 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 Chief Executive Officer or Chief Financial Officer and delivered to the Rights
Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


6.4.2.              Indemnity.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as
a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3.              Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 






    


     


    

 


6.5.          Acceptance
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth.


 


6.6           Waiver.
The Rights Agent hereby waives any 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 Rights 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.


 


7.            Miscellaneous Provisions.


 


7.1.          Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


7.2.          Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right
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 days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Rights Agent), as follows:


 


Greenland
Acquisition Corporation


Suite 906,
Tower W1, Oriental Plaza, No. 1 East Chang’an Street


Dongcheng District, Beijing


People’s
Republic of China


Attn: Yanming
Liu, Chief Executive Officer


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the
Company), as follows:


 


Continental Stock Transfer &
Trust Company


One State Street, 30th
Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


Ellenoff Grossman & Schole,
LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


 


and


 


Loeb & Loeb


345 Park Avenue


New York, New York 10154


Attn: Mitchell S. Nussbaum, Esq.
and Giovanni Caruso, Esq.


 


and


 


Ogier


Ritter House, 6th Floor


Wickhams Cay II


PO Box 3170


Road Town, Tortola


British Virgin Islands, VG1110


Attn: Michael Killourhy


 






    


     


    

 


and


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, New York 10004


Attn: George Kaufman


 


7.3.          Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Rights 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. 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 exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


7.4.          Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4 and 7.8 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 the Representative with respect to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered
holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent
of the Representative.


 


7.5.          Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent
in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent
may require any such holder to submit his, her or its Right for inspection by it.


 


7.6.          Counterparts.
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.


 


7.7.          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.


 


7.8           Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other 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 interest of the registered holders. All other modifications or amendments shall require the
written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section
7.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 






    


     


    

 


7.9           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.


 


[Signature Page Follows]


 




    


     


    

 


IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	 	GREENLAND ACQUISITION CORPORATION



 

	 	By:	/s/ Yanming Liu
	 	 	Name: Yanming Liu
	 	 	Title: Chief Executive Officer 



 

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 

	 	By:	/s/ Ana Gois
	 	 	Name: Ana Gois
	 	 	Title: Vice President



 

[Signature Page to Rights Agreement]