Exhibit 4.1


 


FIRST AMENDMENT TO RIGHTS AGREEMENT


 


This FIRST AMENDMENT TO RIGHTS
AGREEMENT (this “Amendment”), dated as of June 15, 2022, is by and between Spok Holdings, Inc., a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights
Agent”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Rights Agreement (as defined
below).


 


RECITALS


 


WHEREAS, the Company and
the Rights Agent have entered into that certain Rights Agreement, dated as of September 2, 2021 (the “Rights Agreement”);


 


WHEREAS, Section 26 of the
Rights Agreement provides that the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of
the Rights Agreement without the approval of any holders of Rights or Common Shares;


 


WHEREAS, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment; and


 


WHEREAS, the Board of Directors
of the Company has authorized the amendments set forth in this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Rights Agent hereby agree as
follows:


 


1.         Section 7.1 of the Rights
Agreement is hereby amended to replace the date “August 31, 2022” with the date “June 15, 2022”.


 


2.         In each place where it appears
in the exhibits to the Rights Agreement, the date “August 31, 2022” is hereby replaced with the date “June 15, 2022”.


 


3.         Except as expressly set
forth in this Amendment, this Amendment shall not amend or otherwise modify any text or other provision of the Rights Agreement. The Rights
Agreement, as amended by this Amendment, shall remain in full force and effect. Each reference to “hereof”, “hereunder”,
 “hereto”, “herein” and “hereby” and each other similar reference, and each reference to “this
Agreement” and each other similar reference contained in the Rights Agreement shall refer to the Rights Agreement as amended by
this Amendment.


 


4.         This Amendment shall be
deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.


 


5.         This Amendment may be executed
in any number of 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. A signature to this Amendment transmitted electronically shall have the same
authority, effect and enforceability as an original signature.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered as of the date first above written.


 


	 	SPOK HOLDINGS, INC.
	 	 
	 	By:	/s/ Vince Kelly
	 	 	Name:	 Vince Kelly
	 	 	Title:	Chief Executive Officer






 


[Signature Page to First
Amendment to Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered as of the date first above written.


  


	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 
	 	By:	 /s/ Kathleen Whelply
	 	 	Name:	 Kathleen Whelply
	 	 	Title:	Manager, Client Management




 


[Signature Page to First
Amendment to Rights Agreement]