Exhibit
4.3


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
TO ANYONE OTHER THAN (I) I-BANKERS SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR
(II) A BONA FIDE OFFICER OR PARTNER OF I-BANKERS SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY GREENVISION ACQUISITION CORP (“COMPANY”)
OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION
OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS
COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.


 


SHARE
PURCHASE WARRANT


 


For
the Purchase of [●] Shares


of


GREENVISION
ACQUISITION CORP.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of I-Bankers Securities, Inc. (“Holder”),
as registered owner of this Purchase Warrant, to GREENVISION ACQUISITION CORP., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or one-year
from the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (File
No. 333- 234282) (the “Registration Statement”) (the “Commencement Date”), and at or before
5:00 p.m., Eastern time, on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s
Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s
initial public offering (“Offering”) in the event the Company has not completed a Business Combination within
the required time periods and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of Company common stock
par value $0.00001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the
Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised
on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate this Purchase Warrant, except as otherwise provided herein
or with the Holder’s consent. This Purchase Warrant is initially exercisable at $12.00 per Share; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context. 


 






    


     


    

 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2 Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or
the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached
hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


 





	X	=	Y(A-B)	 
	A	 




 


Where,


 


		X	= 	The number of Shares to be issued to Holder;



		Y	= 	The number of Shares for which the Purchase Warrant
is being exercised;



		A	= 	The fair market value of one Share; and



		B	= 	The Exercise Price.



 





For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if
                                         the Company’s Shares are traded on a national securities exchange, the fair market
                                         value shall be deemed to be the closing price on such exchange on the trading day immediately
                                         preceding the date on which the Holder elects to exercise this Purchase Warrant, which
                                         shall be set forth in the in the applicable notice of exercise; or



 


		(ii)	if
                                         the Company’s Shares are traded on any tier of the OTC Markets or any successor
                                         over-the-counter market, the fair market value shall be deemed to be the closing bid
                                         price on the over-the-counter market on the trading day immediately preceding date on
                                         which Holder elects to exercise this Purchase Warrant, which shall be set forth in the
                                         applicable notice of exercise; or



 


		(iii)	if
                                         clauses (i) or (ii) do not apply, the fair market value shall be the fair market value
                                         of the Shares as determined in good faith by the Company’s Board of Directors.






 






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2.3
Legend. Each certificate for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such
Shares have been registered under the Securities Act of 1933, as amended (the “Act”):
 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the
Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 


3. Transfer.


 


3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of 360 days following the Effective
Date to anyone other than: (i) I-Bankers Securities, Inc. (the “Underwriter”) or an underwriter or a selected
dealer participating in the offering being made pursuant to the Registration Statement (the “Offering”), or
(ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer, in each case in accordance
with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this
Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). After 360 days after the Effective
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five (5) Business Days upon receipt of the completed assignment form and payment of all transfer taxes, if any, transfer
this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of
like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable
hereunder or such portion of such number as shall be contemplated by any such assignment. The term “Business Day”
means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.


 


3.2
 Restrictions Imposed by the Act. The Shares evidenced by this Purchase Warrant
shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities
may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability
of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Schiff
Hardin LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such Shares has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable
state securities law has been established. The Company acknowledges that this Purchase Warrant and the Shares issuable upon exercise
of this Purchase Warrant have been registered pursuant to the Registration Statement.


 






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4. Registration
Rights


 


4.1 Demand
Registration


 


4.1.1
Grant of Right. If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective
Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company,
upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or
the underlying Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand
Registration”) under the Act on one occasion, the Shares underlying all or any portion of the Purchase
Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts
to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities
as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement
or post-effective amendment declared effective as soon as possible thereafter. The Initial Demand Notice shall specify the number
of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify
all holders of the Purchase Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of
any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration,
a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration. The Company shall not be required to effect more than one (1) Demand Registration under this
Section 4.1 in respect of all Registrable Securities.


 


4.1.2
Effective Registration. Notwithstanding Section 4.1.5, a registration will not count as a Demand Registration until the
registration statement filed with the Commission, with respect to such Demand Registration, has been declared effective and the
Company has complied with all of its obligations under this Purchase Warrant with respect thereto.


 


4.1.3
Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand
Notice, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned
upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in
the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting
shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting
by the Majority Holders.


 


4.1.4
Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten
offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other Shares or other securities which the Company desires
to sell and the Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each
such person has requested be included in such registration, regardless of the number of shares held by each such person (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or
other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares or other
securities registrable pursuant to the terms of the Registration Rights Agreement between the Company and the Sponsor and initial
investors in the Company, dated as of November 18, 2019 (the “Registration Rights Agreement” and such registrable
securities, the “Investor Securities”) as to which “piggy-back” registration has been requested
by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Shares.


 






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4.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include
all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior
to the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the
majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company
does not have to continue its obligations under Section 4.1, provided that, any such withdrawal will not count as the Demand Registration
if the Demanding Holders pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


4.1.6 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of
capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 4.1.1 to remain effective for a period of nine consecutive months from
the effective date of such registration statement or post-effective amendment.


 


4.2 Piggy-Back
Registration.


 


4.2.1
Piggy-Back Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to
file a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders
of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant
to Section 4.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
(x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event
less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to
be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 






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4.2.2
Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Shares which
the Company desires to sell, taken together with Shares, if any, as to which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as
to which registration has been requested under this Section 4.2, and the Shares, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number
of Shares, then the Company shall include in any such registration:


 


(a)
If the registration is undertaken for the Company’s account: (A) first, Shares or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the Shares or other securities, if any, comprised of Registrable Securities,
as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Shares or other securities for
the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b)
If the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first,
the Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B),
the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that
can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares; and


 


(c)
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
Registrable Securities or of Investor Securities, (A) first, the Shares or other securities for the account of the demanding persons
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Shares or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the Shares or other securities comprised of Registrable Securities and Investor
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration Rights
Agreement, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares.


 






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4.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 4.2.4.


 


4.2.4
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the
expenses of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities
but the Holders shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days
written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue
to be given for each applicable registration statement filed (during the period in which the Purchase Warrant is exercisable)
by the Company until such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten days of
the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its best efforts
to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least
nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 


4.3
General Terms.


 


4.3.1
 Indemnification. The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between the underwriter and any third party or otherwise)
to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement
but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the
underwriters contained in Section 5 of the Underwriting Agreement between the Company, the Underwriter and the other underwriters
named therein dated the Effective Date (“Underwriting Agreement”). The Holder(s) of the Registrable Securities
to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify
the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns for specific inclusion in such registration statement or arising from any omission
or the alleged omission to state a material fact required to be stated therein or necessary to make the statement contained therein
not misleading in connection with the registration of the Registrable Securities, to the same extent and with the same effect
as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify
the Company.


 






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4.3.2
 Exercise of Purchase Warrant. Nothing contained in this Purchase Warrant shall
be construed as requiring the Holder(s) to exercise their Purchase Warrant prior to or after the initial filing of any registration
statement or the effectiveness thereof.


 


4.3.3 Documents
Delivered to Holders. The Company shall furnish the Underwriter, for as long as it is a Holder, as representative of the Holders
participating in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company’s financial statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case
of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to the Underwriter, as representative of the Holders participating
in the offering, the correspondence and memoranda described below and copies of all correspondence between the Commission and
the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to
the registration statement and permit the Underwriter, as representative of the Holders, to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary
to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times and as often as the Underwriter, as representative of the Holders, shall reasonably request. The
Company shall not be required to disclose any confidential information or other records to the Underwriter, as representative
of the Holders, or to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements
(in form and substance reasonably satisfactory to the Company), with the Company with respect thereto.


 


4.3.4
 Underwriting Agreement. The Company shall enter into an underwriting agreement
with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to
this Section 4, which managing underwriter shall be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory
in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing
underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or
for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required
to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such
Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and
contribution obligations for selling shareholders as are customarily contained in agreements of that type used by the managing
underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section
4. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and
the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable
Securities.


 






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4.3.5 Rule
144 Sale. Notwithstanding anything contained in this Section 4 to the contrary, the Company shall have no obligation pursuant
to Sections 4.1 or 4.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 all of the Registrable Securities then held by such Holder, or (ii)
where the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144
(calculated as if such Holder were an affiliate within the meaning of Rule 144).


 


4.3.6 Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such
notice.


 


4.3.7.
Information To be Provided by Holders to Company. It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Section 4 with respect to the Registrable Securities of any selling Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. In addition,
each Holder confirms that it shall comply with any and all prospectus delivery requirements under applicable Commission rules
and regulations.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge
a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting
of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant
executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


 






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6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


6.1.2
 Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares
or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in
proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3
 Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation or merger of the Company
with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company
is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or
in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon
exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.


 


6.1.4
 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be
changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
 Substitute Purchase Warrant. In case of any consolidation of the Company with,
or share reconstruction or amalgamation or merger of the Company with or into, another corporation (other than a consolidation
or share reconstruction or amalgamation or merger which does not result in any reclassification or change of the outstanding Shares),
the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a
supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have
the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant,
the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been
exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The
above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 






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6.3
 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip
or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated
by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties
or rights.


 


7.
 Reservation and Listing. The Company shall at all times reserve and keep available
out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares
or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice
of issuance) on a national securities exchange or quoted on any tier of the OTC Bulletin Board or any successor trading market
on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record
date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver
to each Holder a copy of each notice given to the other shareholders of the Company in connection with the events described in
Section 8.2 below at the same time and in the same manner that such notice is given to the shareholders.


 


8.2
 Events Requiring Notice. The Company shall be required to give the notice described
in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares
for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution
on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock
of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with
a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed.


 






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8.3
 Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall
be certified as being true and accurate by the Company’s Chief Financial Officer.


 


8.4
 Transmittal of Notices. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and addressed to the other party at its address set forth below (or to such other address
that the receiving party may designate from time to time in accordance with this Section 8.4), and shall be deemed to have been
given (a) three (3) days after mailing if sent by certified mail return receipt requested, (b) one (1) day after mailing if sent
by receipted overnight carrier (i.e. Federal Express), provided that proof of delivery or rejection is obtained, or (c) when delivered
if by hand or sent by email to the physical address or email address set forth below.


 


If
to the Holder:


 


____________


____________


____________


 


If
to the Company:


 


GreenVision
Acquisition Corp.


No.
10-37C, Lane One, Weifang West Road,


Pudong
District, Shanghai 200122


Attn:
David Fu, Chief Executive Officer


Email:
david.fu@glo.com.cn


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely
affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by
the party against whom enforcement of the modification or amendment is sought.


 


9.2
 Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this
Purchase Warrant.


 






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9.3.
 Entire Agreement. This Purchase Warrant (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.


 


9.4
 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and
assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5
 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of,
or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York,
or in 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 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 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor. The Company and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


9.6
 Waiver, etc. The failure of the Company or the Holder to at any time enforce
any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of
the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
 Exchange Agreement. As a condition of the Holder’s receipt and acceptance
of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if
the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree
that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree
to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]





 






    13


     


    

 


[Representative
Share Purchase Warrant Signature]


 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 21st
day of November, 2019.


 





	GREENVISION ACQUISITION CORP.	 
	 	 	 
	By: 	/s/ Zhigeng Fu	 
	 	Name: Zhigeng Fu	 
	 	Title: Chief Executive Officer	 







 




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[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.00001 per
share (the “Shares”), of GREENVISION ACQUISITION CORP., a Delaware corporation (the “Company”),
and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:


 





	X	=	Y(A-B)	 
	A	 


 








Where,


 


		X	= 	The number of Shares to be issued to Holder;



		Y	= 	The number of Shares for which the Purchase Warrant
is being exercised;



		A	= 	The fair market value of one Share which is equal to
$_____; and



		B	= 	The Exercise Price which is equal to $______ per share



 





The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
                                   


 


Signature
Guaranteed                                      


 




    15


     


    

 





	INSTRUCTIONS FOR REGISTRATION OF SECURITIES
	 	 	 
	Name:	 	 
		(Print in Block Letters) 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 




 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 




    16


     


    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par
value $0.00001 per share, of GREENVISION ACQUISITION CORP., a Delaware corporation (the “Company”), evidenced
by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature
                                                           


 


Signature
Guaranteed                                                            


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.


 


 


17