Exhibit 4.2


 


RIGHTS AGREEMENT


 


This Rights Agreement
(this “Agreement”) is made as of August 2, 2019 between Orisun Acquisition Corp., a Delaware corporation, with offices
at 555 Madison Avenue, Room 543, New York, NY 10022 (the “Company”), and American Stock Transfer & Trust Company,
LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right
Agent”).


 


WHEREAS, the Company
has received a firm commitment from Chardan Capital Markets, LLC (“CCM”) to purchase up to an aggregate of 4,000,000
units, each unit (“Unit”) comprised of one share of the Company’s common stock, par value $.00001 per share (“Common
Stock”), one warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock, and one right
to receive one-tenth of one share of Common Stock (a “Public Right”) upon the happening of the triggering event described
herein, and in connection therewith, will issue and deliver up to an aggregate of 4,600,000 Public Rights upon consummation of
such public offering, 600,000 of which are attributable to the over-allotment option (“Public Offering”);


 


WHEREAS, simultaneously
with the consummation of the Public Offering, the Company will issue and deliver up to an aggregate of 238,000 rights underlying
private units (the “Private Rights”);


 


WHEREAS, in connection
with the Public Offering, the Company will issue and deliver up to 345,000 rights (underlying unit purchase options) to CCM or
its designees (“CCM Rights”);


 


WHEREAS, the Company
may issue up to an additional 30,000 Rights, which will be identical to the Private Rights, in consideration of certain working
capital loans that may be made by Everstone Investments LLC, the Company’s sponsor, or the Company’s officers, directors
or affiliates (together with the Public Rights, the Private Rights, the CCM Rights, and along with such other rights as the Company
issues from time to time hereunder, the “Rights”);


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-232356
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Rights and the shares of Common Stock issuable to the holders of the Public Rights;


 


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


 


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


 


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


 


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


 


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


 


		2.	Rights.


 


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


 






     


     


    

 


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


 


		2.3.	Registration.


 


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


 


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


 


		2.4.	Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the ninetieth
(90th) day after the date hereof unless CCM informs the Company of its decision to allow earlier separate trading,
but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report
on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment
option is exercised by the date thereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing
when such separate trading shall begin.


 


		3.	Terms
and Exchange of Rights.


 


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


 


		3.2.	Exchange
Event. The Exchange Event shall occur upon the Company’s consummation of an initial Business Combination (as defined
in the Company’s Amended and Restated Certificate of Incorporation).


 


		3.3.	Exchange
of Rights.


 


		3.3.1.	Issuance
of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the
Rights to return their Rights Certificates to the Right Agent. If the Company is not the surviving entity in a Business Combination,
the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall
issue to the registered holder of such Right(s) a certificate or certificates for the number of full 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. The Company shall not
issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will either instruct the Right
Agent to round up to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed in
accordance with Section 155 of the Delaware General Corporation Law.


 


		3.3.2.	Valid
Issuance. All shares of Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 






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


 


		3.3.4.	Company
Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting
entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders
of the Common Stock will receive in the Exchange Event, for the number of shares such holder is entitled to pursuant to Section
3.1 above.


 


		3.4.	Duration
of Rights. If the Exchange Event does not occur within 12 months from the closing of the Public Offering (or up to 21 months
from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described
in the Registration Statement), and such Business Combination has not yet been consummated within the applicable time period,
the Rights shall expire and shall be worthless; provided that, for as long as any of the CCM Right are held by CCM, or its designees
or affiliates, such Rights may not be converted after five years, from the effective date of the Registration Statement.


 


		4.	Transfer
and Exchange of Rights.


 


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


 


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


 


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


 


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


 


	 	4.5	
        Adjustments to Conversion Ratios.
The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange
Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend,
reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary
Shares occurring on or after the date hereof and prior to the Exchange Event.

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


 


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


 


	 	5.1.	
        No Rights as Shareholder.
Until exchange of a Right for shares of Common Stock as provided for herein, a Right does not entitle the registered holder thereof
to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other
distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.




 






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


 


	 	5.3.	Reservation of 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 exchange of all outstanding Rights issued pursuant to this Agreement.


 


		6.	Concerning
the Right Agent and Other Matters.


 


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


 


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


 


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


 


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


 


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


 


		6.3.	Fees
and Expenses of Right Agent.


 


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


 






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


 


		6.4.	Liability
of Right Agent.


 


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


 


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


 


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


 


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


 


		6.6.	Waiver.
The Right Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


		7.	Miscellaneous
Provisions.


 


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


 


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


 


Orisun Acquisition Corp.


555 Madison Avenue, Room 543


New York, NY 10022


Attn: Wei Chen


 






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


 


American Stock Transfer & Trust Company,
LLC


48 Wall Street, 22nd Floor


New York, NY 10005


Attn: Legal Department


 


with a copy in each case to:


 


American Stock Transfer & Trust Company,
LLC


48 Wall Street, 22nd Floor


New York, NY 10005


Attn: Legal Department


 


and


 


Loeb & Loeb LLP


35 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


 


and


 


Chardan Capital Markets, LLC


17 State Street, Suite 1600


New York, New York 10004


Attn: George Kaufman


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser and Ari Edelman,
Esq.


 


		7.3.	Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


		7.4.	Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, CCM, any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. CCM shall
be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of
the parties hereto (and CCM with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their successors and assigns and of the
registered holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior
written consent of CCM.


 






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


 


		7.6.	Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


		7.7.	Effect
of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


		7.8.	Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions
of this Section 7.8 may not be modified, amended or deleted without the prior written consent of CCM.


 


		7.9.	Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




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


 


	 	ORISUN ACQUISITION CORP. 
	 	 
	 	By:	/s/
Wei Chen
	 	 	Name: Wei Chen 
	 	 	Title: Chief Executive Officer
	 	 	 
	
         

         
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	/s/
    Michael A. Nespoli
	 	 	Name: Michael A. Nespoli
	 	 	Title: Executive Director


 


Signature page to Rights Agreement


 




     


     


    

 


EXHIBIT A


 


Form of Right