Exhibit 4.2


 


RIGHTS AGREEMENT


BETWEEN


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY


AND GREENVISION ACQUISITION CORP.


 


RIGHTS AGREEMENT


 


This Rights Agreement
(this “Agreement”) is made as of November 18, 2019 between GreenVision Acquisition Corp., a Delaware corporation, with
offices at One Penn Plaza, 36th Floor, New York, NY 10019 (the “Company”), and Continental Stock Transfer
& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004
(the “Right Agent”).


 


WHEREAS, the Company
has received a firm commitment from I-Bankers Securities Inc.(“I-Bankers”), as representative of the several underwriters,
to purchase, in an underwritten public offering (“Public Offering”) of its securities under the Securities Act of 1933,
as amended, up to an aggregate of 5,750,000 units, each unit (“Unit”) comprised of; (i) one share of common stock par
value $0.00001 per share (“Shares”; (ii) one warrant to purchase one share of common stock (“Warrants”);
and (iii) one right to receive one-tenth of one share of common stock (“Rights”), upon the occurring of the triggering
event described herein, and in connection therewith, will issue and deliver up to an aggregate of 5,750,000 Public Rights upon
consummation of such public offering, 750,000 of which are attributable to the over-allotment option;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, File No. 333-234282 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended, of, the Units, Shares, Warrants and Rights
and the shares of common stock underlying the Warrants and Rights issuable to the holders of the Warrants and Rights;


 


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


 


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 Right 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 Right 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 Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right
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,
President or Chief Executive Officer and Chief Financial Officer 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 Right Agent pursuant to this Agreement, a Right shall be invalid
and of no effect and may not be exchanged for share of common stock.


 




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2.3. Registration.


 


2.3.1. Right
Register. The Right 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 Right 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 Right Agent by the Company.


 


2.3.2. Registered
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Right 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 Right Agent), for the purpose of the exchange thereof, and
for all other purposes, and neither the Company nor the Right 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 ninetieth
(90th) day after the date hereof unless I-Bankers informs the Company and the Rights Agent of its decision to allow
earlier separate trading, but in no event will separate trading of the securities, including the Rights, comprising the Units begin
until (i) the Company files a Current Report on Form 8-K 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 on the date hereof, and (ii) the Company issues a press release and files a Current
Report on Form 8-K 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 share of common Stock upon the occurring of the Exchange Event
(described below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its share of
common stock upon an Exchange Event as the purchase price for such 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.


 


3.2. Exchange
Event. The Exchange Event shall be the Company’s consummation of the initial Business Combination (as defined in
the Company’s Amended and Restated Certificate of Incorporation, as filed as an exhibit to the Registration Statement).


 


3.3. Exchange
of Rights.


 


3.3.1. Issuance
of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of
the Rights to return their Rights certificates to the Right Agent. Upon receipt of a valid Rights certificate, the Company shall
issue to the registered holder of such Right(s) a certificate or certificates for the full number of shares to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision
contained in this Rights 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. At the time of the Exchange Event, the Company will either instruct
the Rights Agent to round up to the nearest whole share of Common Stock.


 


3.3.2. Valid
Issuance. All shares of common stock issued upon the Exchange Event in conformity with this Agreement, and registered
on the Company’s register of members, shall be validly issued, fully paid and non-assessable.


 


3.3.3. Date
of Issuance. Each person in whose name any such certificate for shares of common stock 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 the
delivery of such certificate.


 


3.3.4. Company
Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as the publicly held
reporting entity under the Securities and Exchange Act of 1934, as amended, the definitive agreement with the target business for
a Business Combination will provide for the holders of Rights to receive the same per share consideration the holders of the shares
of common stock will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.1 above.
If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to convert
the Rights in order to receive the shares underlying such Rights and must return the Rights certificates to the Company.


 




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3.4. Duration
of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer
and Exchange of Rights.


 


4.1. Registration
of Transfer. The Right 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 certificate representing an equal aggregate number of Rights shall
be issued and the old Right certificate shall be cancelled by the Right Agent. The Right certificate(s) so cancelled shall be delivered
by the Right Agent to the Company from time to time upon request.


 


4.2. Procedure
for Surrender of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or
transfer, and thereupon the Right Agent shall issue in exchange therefor one or more new Right certificate(s) 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, the Right Agent shall not cancel such Right certificate
and issue new Right certificate(s) in exchange therefor until the Right Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Right certificate(s) must also bear a restrictive legend.


 


4.3. Fractional
Rights. The Right 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 shares of common stock that the holders of Rights are entitled to receive as a result
of the occurrence of the 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 shares of common stock occurring on or after the date hereof and prior to the Exchange Event.


 


4.6. Right Execution
and Countersignature. The Right 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 Right Agent, will supply the Right 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 shares of common stock 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 Right Certificate(s). If any Right certificate(s) is lost, stolen, mutilated, or destroyed, the
Company and the Right 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 certificate, include the surrender thereof), issue a new Right certificate of like denomination,
tenor, and date as the Right certificate so lost, stolen, mutilated, or destroyed. Any such new Right certificate shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right certificate
shall be at any time enforceable by anyone.


 




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


 


6. Concerning
the Right 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 Right Agent in respect of the issuance or delivery of share of common stock upon the exchange of Rights, but the Company shall
not be obligated to pay any transfer taxes in respect of the Rights or such shares.


 


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


 


6.2.1. Appointment
of Successor Right Agent. The Right 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 Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Right Agent in place of the Right 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 Right 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 Right Agent at the Company’s
cost. Any successor Right 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 Right Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers,
and rights of such predecessor Right Agent hereunder; and upon request of any successor Right 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
Right Agent all such authority, powers, rights, immunities, duties, and obligations. 


 


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


 


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


 


6.3. Fees and
Expenses of Right Agent.


 


6.3.1. Remuneration. The
Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse
the Right Agent upon demand for all expenditures that the Right 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 Right Agent for
the carrying out or performing of the provisions of this Agreement.


 




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6.4. Liability
of Right Agent.


 


6.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Right Agreement, the Right 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 President, Chief Executive Officer or Chief Financial Officer
and delivered to the Right Agent. The Right 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
Right Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Right Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Right Agent in the execution of this Agreement except as a result of the Right Agent’s
gross negligence, willful misconduct, or bad faith.


  


6.4.3. Exclusions. The
Right 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 share of common stock to be issued pursuant to this Agreement or any Right
or as to whether any share of common stock will when issued be valid and fully paid and non-assessable.


 


6.5. Acceptance
of Agency. The Right 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
Right 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 Right 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 Right 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 Right Agreement to be given or made by the Right 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 Right Agent), as follows:


 


Zhigeng (David) Fu,


Chief Executive Officer


One Penn Plaza, 36th
Floor


New York, NY 10019


 


Copy to (which copy shall not be
deemed to constitute notice to the Company)


 


Becker & Poliakoff LLP


45 Broadway, 17th Floor


New York, New York 10006


Attn: Brian Daughney, Esq.


Email: bdaughney@beckerlawyers.com


Fax: (212) 599-3322


 


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 Right 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 Right Agent with the
Company), as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Steve Nelson


 




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


 


I-Bankers


 


I-Bankers Securities, Inc.


535 5th Avenue


Suite 423


New York, New York 10017


Attn.: Mike McCrory, CEO


Email: mike@ibsgroup.net


 


Copy to (which copy shall not be
deemed to constitute notice to I-Bankers):


 


Schiff Hardin LLP


901 K Street NW


Suite 700


Washington, DC 20001


Attn: Ralph V. De Martino, Esq.


Email: rdemartino@schiffhardin.com


Fax: (202) 778-6460


 


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 3, 7.4 and 7.8 hereof, I-Bankers, any right,
remedy, or claim under or by reason of this Right Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
I-Bankers shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3, 7.4 and 7.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Right Agreement shall be for the sole and exclusive
benefit of the parties hereto (and I-Bankers with respect to the Sections 3, 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 I-Bankers.


 


7.5. Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right
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.


 




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7.7. Effect of
Headings. The Section headings herein are for convenience only and are not part of this Right 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 I-Bankers.


 


7.9. Severability. This
Right 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 Right 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 Right 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]


 




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[signature page to GreenVision Rights Agreement]


 


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


 


	GRENVISION ACQUISITION CORP
	 
	By:	/s/ Zhigeng
Fu	 
	 	Zhigeng (David) Fu, Chief Executive Officer	 


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Right Agent
	 	 
	By:	/s/ Steven
Vacante	 
	Name: 	 Steven Vacante	 
	Title:	 Vice President	 


 




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Exhibit A


Form of Right Certificate


 


[Intentionally Omitted]


 


 




 


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