Exhibit 4.1


 


WARRANT AGREEMENT 


BETWEEN GREENVISION ACQUISITION CORP.



AND CONTINENTAL STOCK TRANSFER &
TRUST COMPANY


 


This Warrant 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 corporation,
with offices at 1 State Street, New York, New York 10004 (the “Warrant Agent”).


 


WHEREAS, the Company is engaged
in a public offering (“Public Offering”) of up to 5,750,000 units (inclusive of the over-allotment option granted to
the underwriters for up to 750,000 units), each unit (“Unit”) comprised of one share of common stock of the
Company, par value $0.00001 per share (“Common Stock”), and one warrant to purchase one share of Common Stock
at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver
up to 5,750,000 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering;
and


 


WHEREAS, the Company has filed with
the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-234282 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Public Warrants; and


 


WHEREAS, the Company has received
binding commitments (“Subscription Agreements”) from GreenVision Capital Holdings LLC, the sponsor of the Company
(“Sponsor”), to purchase up to an aggregate of 2,100,000 Warrants (the “Private Warrants”)
at a price of $1.00 per Warrant, upon consummation of the Public Offering; and


 


WHEREAS, the Company may issue up
to an additional 1,150,000 Warrants (“Extension Warrants”) at a price of $1.00 per Extension Warrant, in satisfaction
of the binding commitment of the Sponsor, and the Company’s officers, directors, initial stockholders, their respective designees
and affiliates in the event that the time period for the Company to extend the period o time to consummate a business combination
(as described in the Registration Statement) to up to 18 months from the effective date of the Registration Statement; and


 


WHEREAS, the Company may issue up
to an additional 1,150,000 Warrants (“Working Capital Warrants”), in satisfaction of certain working capital
loans which may be made by the Company’s officers, directors, initial stockholders, their respective designees and affiliates
to satisfy the Company’s working capital needs to consummate a business combination; and


 


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption, and exercise of the Public Warrants, Private Warrants, Extension Warrants and Working Capital Warrants,
(sometimes collectively referred to herein as the “Warrants”); and


 


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


 


WHEREAS, all acts and things have
been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, (as modified to reflect
the terms and conditions herein of each class or type of Warrant) the provisions of which are incorporated herein and shall be
signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer or Treasurer and
Secretary or Assistant 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 Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.2. Effect of Countersignature.
Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and
the registration of transfer of the Warrants. No fractional Warrants may be transferred. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially
be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with
The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the
Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate
insertions, modifications and omissions, as provided above.


 


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


 






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2.4. Detachability
of Warrants. The securities comprising the Units, inclusive of the Public Warrants, will not be separately transferable until
the 90th day following the date of the prospectus or, if such 90th day is not on a day, other than Saturday, Sunday or federal
holiday, on which banking institutions in New York City, New York are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier with the consent of I-Bankers
Securities, Inc., but in no event will I-Bankers Securities, Inc. allow separate trading of the securities comprising the Units
until (i) the Company has filed 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
underwriters’ over-allotment option in the Public Offering, if the over-allotment option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report on Form 8-K announcing when such
separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon
separation of the Units and only whole Warrants will trade.


 


2.6. Private Warrants,
Extension Warrants and Working Capital Warrant Attributes. The Private Warrants, Extension Warrants and Working Capital Warrants
will be issued in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised
for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers
or their permitted transferees (as prescribed in Section 5.6 hereof). In the event that a Private Warrant, Extension Warrant or
Working Capital Warrant is transferred to a holder other than an affiliate or permitted transferee (as permitted under Section
5.6 below), it shall be treated as a Public Warrant hereunder for all purposes.


 


3. Terms and Exercise
of Warrants


 


3.1. Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered
holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares
of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in
the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price
per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20)
Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction
to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the
Warrants.


 


3.2. Duration of
Warrants. A Warrant may be exercised only during the period commencing on the later of the consummation by the Company of a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier
to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2
of this Agreement and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the
date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise
Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable,
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least
twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Warrants.


 




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3.3. Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering
it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and
State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price
for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, as follows:


 


(a) by good certified check or
good bank draft or wire transfer of immediately available funds, in each case payable in U.S. dollars, to the payable order of
the Warrant Agent; or


 


(b) in the event of redemption
pursuant to Section 6 hereof in which the Company’s Board of Directors has elected to require all holders of Public Warrants
to exercise such Public Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair
Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported
last sale price of the Common Stock for the ten (10) trading days ending on the trading day immediately prior to the date on which
the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof;


 


(c) in the event the registration
statement required by Section 7.4 hereof is not effective and current within 120 days after the closing of a Business Combination,
by surrendering such Public 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 Public Warrants, multiplied by the difference between the exercise
price of the Public Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for
purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the Common
Stock for the ten (10) trading days ending on the trading day immediately prior to the date of exercise;


 


(d) with respect to the Private
Warrants, Extension Warrants or Working Capital Warrants, so long as such Private Warrants, Extension Warrants or Working Capital
Warrant are held by the Sponsor, an officer, director, designees or Permitted Transferees (as defined in Section 5.6 below), may
be exercised on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by
the difference between the Warrant Price and the “Fair Market Value”, as defined in subsection 3.3.1(c), by (y) the
Fair Market Value.


 


3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant,
or Book Entry Warrant Certificate, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable
for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and
such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall
have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be
exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. If, by reason
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number,
the number of shares of Common Stock to be issued to such holder.


 






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3.3.3. Valid Issuance.
All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4. Date of Issuance.
Each person in whose name any book entry position or 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 on which the Warrant, or book entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system
of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books or book entry system are open.


 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.9% (the
“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the
holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual
report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting
forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the
Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of
Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered
to the Company.


 




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4. Adjustments.


 


4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


4.2. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital
stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value
(as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of
Common Stock in respect of such Extraordinary Dividend; provided, however, that none of the following shall be deemed an Extraordinary
Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions
which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Common Stock during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant)
but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any
payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business
Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure
to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding
and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions
on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price
will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the
difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period,
including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash
distributions paid or made in such 365-day period prior to such $0.35 dividend)).


 


4.3 Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of shares of Common Stock so purchasable immediately thereafter.


 






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4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1 or Section 4.2 or 4.3 hereof or that solely affects the par value of the Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification also results in a change in the Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1 or 4.2 or 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.6 Issuance in
connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.50 per share (with such
issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of
any such issuance to the Sponsor or its designees or their affiliates, without taking into account any founders’ shares held
by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business
Combination (net of redemptions), and (c) the Market Price (as defined below) 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 last sales price of the Common
Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest
cent) to be equal to 180% of the Market Value. Solely for purposes of this Section 4.6, the “Market Price” shall mean
the volume weighted average trading price of the Common Stock during the 20 trading days starting on the trading day prior to the
day of which the Company consummates its Business Combination.


 


4.7. Notices of
Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice
to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.9. Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 






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4.10 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration
of Transfer. Subject to the terms of this Agreement, the Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures,
in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to
the Company from time to time upon request.


 


5.2. Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrants, or Book Entry Warrant Certificate, as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


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


 


5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants,
Extension Warrants and Working Capital Warrants. Notwithstanding any other provisions of this Agreement, the Warrant Agent
shall not register any transfer of Private Warrants, Extension Warrants and Working Capital Warrants until after the consummation
by the Company of an initial Business Combination, except for transfers to the following (each a “Permitted Transferee”)
(i) among the Sponsor or to the Company’s officers, directors, consultants or affiliates, (ii) to a holder’s stockholders
or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of
the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate
family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation
of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater
than the price at which the Private Warrants, Extension Warrants and Working Capital Warrants were originally purchased, (viii)
in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event
that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common
Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
and I-Bankers Securities, Inc. prior written consent) on the condition that prior to such registration for transfer, the Warrant
Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such
transferee agrees to be bound by the terms of the Subscription Agreement and any other applicable agreement the transferor is bound
by.


 






    8


     


    

 


5.7. Transfers prior
to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants
on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price
of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock equals or
exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within
any thirty (30) trading day period ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
and a current prospectus declared effective by the SEC under the Act relating thereto, available throughout the 30-day redemption
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption
right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification
under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such
notice.


 


6.3. Exercise After
Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise
their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4 Exclusion of
Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to (i) the Private
Warrants, Extension Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants, Extension Warrants
or Working Capital Warrants continue to be held by the Sponsor, an officer, director or their Permitted Transferees. However, with
respect to the Private Warrants, Extension Warrants or Working Capital Warrants, once such Private Warrants, Extension Warrants
or Working Capital Warrants are transferred (other than to permitted transferees under Section 5.6), the Company may redeem the
Private Warrants, Extension Warrants or Working Capital Warrants in the same manner as the Public Warrants. The provisions of this
Section 6.4 may not be modified, amended or deleted without the prior written consent of I-Bankers Securities, Inc.


 






    9


     


    

 


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


 


7.1. No Rights as
Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder 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 stockholders in respect of the meetings of stockholders or the election of directors of the
Company or any other matter.


 


7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 


7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
but in no event later than 20 Business Days after the closing of its initial Business Combination it shall use its best efforts
to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares
of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to
register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where
holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption
is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 90th day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any
other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance
with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply
with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not
be modified, amended or deleted without the prior written consent of I-Bankers Securities, Inc.


 






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8. Concerning the Warrant Agent and
Other Matters.


 


8.1. 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 Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such
appointment.


 


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


 


8.3. Fees and Expenses
of Warrant Agent.


 


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


 


8.3.2. Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 






    11


     


    

 


8.4. Liability of
Warrant Agent.


 


8.4.1. Reliance
on Company Statements. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Agreement.


 


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


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of Warrants.


 


9. Miscellaneous Provisions.


 


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


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


THE COMPANY


GreenVision Acquisition Corp.


One Penn Plaza, 36th Floor


New York, NY 10019


Attn: Zhigeng Fu, CEO


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 




    12


     


    

 


WARRANT AGENT:


 


Continental Stock Transfer & Trust Company


1 State Street


New York, New York 10004


Fax: 212-616-7615


Attn: Compliance Department


 


with a copy in each case to:


 


UNDERWRITER:


 


I-Bankers Securities, Inc.


535 5th Avenue, Suite 423


New York, NY 10017


Attn: Mike McCrory


 


UNDERWRITER COUNSEL


 


Schiff Hardin LLP


901 K Street NW


Suite 300 700


Washington, D.C. 20001


Attn: Ralph V. De Martino, Esq.


 


and


 


COMPANY COUNSEL


 


Becker & Poliakoff, LLP


45 Broadway – 17th Floor


New York, New York 10006


Attn: Brian Daughney, Esq.


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. 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 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. 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 Warrants and, for the purposes of Sections 6.4, 7.4, 9.4 and 9.8 hereof, I-Bankers Securities,
Inc., any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. I-Bankers Securities, Inc. shall be deemed to be a third-party beneficiary of this Agreement with respect
to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto and I-Bankers Securities, Inc., with respect to the
Sections 6.4, 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 






    13


     


    

 


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


 


9.6. 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.


 


9.7. 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.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto (and I-Bankers Securities, Inc., if required) 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, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the written consent or vote of the registered holders of (i) a majority of the then outstanding Public Warrants and Private Warrants
if such modification or amendment is being undertaken prior to, or in connection with, the consummation of a Business Combination
or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken after the consummation
of a Business Combination. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of
this Section 9.8 may not be modified, amended or deleted without the prior written consent of I-Bankers Securities, Inc.


 


9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that
the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against
the Company and not against the property held in the Trust Account.


 


9.10 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 to
Warrant Agreement is next]


 




    14


     


    

 


[signature page to
Warrant Agreement]


 


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


 


	GREENVISION ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Zhigeng Fu	 
	Name: 	Zhigeng (David) Fu	 
	Title:	Chief Executive Officer	 
	 	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	By:	/s/ Steven Vacante	 
	Name:	Steven Vacante	 
	Title:	Vice President	 




 




    15


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


GREENVISION ACQUISITION CORP.


A Delaware corporation


 


CUSIP 39678G 202


 


Warrant Certificate


 


This Warrant Certificate
certifies that                       ,
or registered assigns, is the registered holder of              warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase shares of common stock,
$0.00001 par value (the “Common Stock”), of GreenVision Acquisition Corp. (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Common Stock (each, a “Warrant”)
as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined
on the reverse hereof).


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in
a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common
Stock to be issued to the Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 


 


The initial Exercise
Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


  


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 




    16


     


    

 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 


	 	GREENVISION ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 




    17


     


    

 


[Form of Warrant Certificate]


 


[REVERSE]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of November 18, 2019 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer& Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words  “holders” or
“holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Subject to the provisions
of the Warrant Agreement with respect to fractional Warrants, Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” if
permitted by the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
if permitted by the Warrant Agreement.  Additionally, if the Company fails to enter into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
by [          ], 20[              ]
(unless extended), the Warrants evidenced by this Warrant Certificate shall expire worthless.


 


The Warrant Agreement
provides that, upon the occurrence of certain events, the number of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder hereof would be entitled to receive a fractional interest in
a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to
be issued to the holder of the Warrant.


 


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 




    18


     


    

 


Election to Purchase


GreenVision Acquisition Corp.


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive                        shares
of Common Stock and herewith tenders payment for such shares to the order of GreenVision Acquisition Corp. (the “Company”)
in the amount of $                    
  in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of                     
, whose address is                        and
that such shares be delivered to                        whose
address is                      
.. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such shares be registered in the name of                      
, whose address is                      
, and that such Warrant Certificate be delivered to                      
, whose address is                      
..


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the
Warrant is a Private Warrant, Extension Warrant or Working Capital Warrant that is to be exercised on a “cashless
basis” pursuant to subsection 3.3.1(d) of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(d) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant
Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares
that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which
allows for such cashless exercise and (ii) the holder hereof shall complete the following sentence: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of
the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares be registered in the name of, whose address is, and that such Warrant Certificate be delivered
to, whose address is ________.


 


Date:                    ,
20


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:                                        


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


LEGEND


 


[THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.]1


 


[THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BETWEEN GREENVISION ACQUISITION CORP., GREENVISION CAPITAL
HOLDINGS LLC, AND THE DIRECTORS, OFFICERS AND THEIR AFFILIATES AND DESIGNEES AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS SET FORTH THEREIN.]2


 


	No.	 	Warrants


 


 










 



		1	[To be inserted for Private Warrant, Extension Warrant
or Working Capital Warrant]



		2	[To be inserted for Private Warrant, Extension Warrant
or Working Capital Warrant]





 


 


19