Exhibit 4.2


 


RIGHTS AGREEMENT 


 


This Rights Agreement (this “Agreement”) is made as
of  September 10, 2021 between Bannix Acquisition Corp., a Delaware corporation, with offices at 300 Tice Boulevard,
Suite 315, Woodcliff Lake, New Jersey 07677 (“Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company is engaged in a public offering (“Public
Offering”) of units, each unit (“Unit”) comprised of one share of Company common stock, par value $0.01 par
value per share (“Common Stock”), one warrant to purchase one share of Common Stock (“Warrant”) and one
right to receive one-tenth of one share of Common Stock upon the happening of the triggering event described herein (“Right”),
and, in connection therewith, will issue and deliver up to 6,900,000 Rights (the “Public Rights”) to the public
investors; and


 


WHEREAS, in connection with the Public Offering, certain of our
initial stockholders will be purchasing Units in a private placement and, in connection with this private placement, the Company
will issue and deliver up to an additional 406,000 Rights (the “Private Placement Rights”); and


 


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-253324 and a Registration Statement
on Form S-1, File No. 333-259428 (collectively, the “Registration Statement”), and related Prospectus (“Prospectus”)
for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Public
Rights and the Common Stock issuable to the holders of the Public Rights; and


 


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


 


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 Rights 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 Rights 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 Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company for the Rights, and the Rights 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 the 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 Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Common Stock.


 



    	 



    	 



    

 


2.3. Registration.


 


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


 


2.3.2. Registered Holder. Prior to due presentment for
registration of transfer of any Right, the Company and the Rights 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 Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company
nor the Rights 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 earlier to occur of: (i) the 52nd day
following the date of the Prospectus or (ii) the announcement by the Representative, as representative of the underwriters
in the Public Offering, of its intention to allow separate earlier trading (the “Detachment Date”), except that in
no event will the securities comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K
with the SEC 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 the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing
when such separate trading shall begin. Upon the Detachment Date, the Units will no longer trade, and each holder of Units will
become, without any action by such holder, the holder of that number of shares of Common Stock, Warrants and Rights comprising
the Units held by such holder.


 


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 an Exchange Event (defined below). No additional consideration
shall be paid by a holder of Rights in order to receive his, her or its Common Stock upon an Exchange Event as the purchase price
for such 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 Common Stock.


 


3.2. Exchange Event. An “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 Common Stock. As soon as practicable
upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to
the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s)
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 and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding
the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash
settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise
be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right
Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate
of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner
permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement
to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder
being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any
future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding
down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of
the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would
otherwise expect to receive.


 



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


 


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 or entry of position.


 


3.3.4 Company Not Surviving Following Exchange Event. Upon
an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive agreement will provide
for the holders of Rights to receive the same per share consideration the holders of the Common Stock will receive in such transaction,
for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. If the Company does not continue as the
publicly held reporting entity upon an Exchange Event, each holder of a Right will be required to affirmatively convert his/her
or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation
of the Exchange Event. In such a case, each holder of a Right will be required to indicate his, her or its election to convert
the Rights into underlying shares of Common Stock as well as to return the original certificates evidencing the Rights to the Company.


 


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


 


4. Transfer and Exchange of Rights.


 


4.1. Registration of Transfer. The Rights 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 Rights
Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.


 


4.2. Procedure for Surrender of Rights. Rights may be
surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights 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 and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue
new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating no restrictive legend is required.


 


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


 


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


 


4.5. Adjustments to Conversion Ratios. The number of
shares of Common Stock that the holders of Rights are entitled to receive as a result of the occurrence of 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 Common Stock occurring
on or after the date hereof and prior to the Exchange Event.


 


4.6. Right Execution and Countersignature. The Rights
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 Rights Agent, will supply
the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 



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


 


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


 


5.2. Lost, Stolen, Mutilated, or Destroyed Rights. If
any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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 Rights 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 Rights Agent in respect of the issuance or
delivery 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 Common Stock.


 


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


 


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


 


6.2.2. Notice of Successor Rights Agent. In the event a successor
Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights 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 Rights Agent. Any corporation
into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further
act.


 



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6.3. Fees and Expenses of Rights Agent.


 


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


 


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


 


6.4. Liability of Rights Agent.


 


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


 


6.4.3. Exclusions. The Rights 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 Rights 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 Rights 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 Rights 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 Rights 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 Rights 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 Rights
Agent), as follows:


 


Bannix Acquisition Corp.


300 Tice Boulevard 


Woodcliff Lake, New Jersey 07677


Attn: Chief Executive Officer


 



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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 Rights 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 Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


 


Loeb & Loeb LLP 


345 Park Avenue


New York, New York 10154


Attn: Mitchell S. Nussbaum


 


and


 


I-Bankers Securities, Inc.


535 5th Ave.


New York, NY 10017


Attn: Shelley Leonard, President







 


7.3. Applicable Law and Exclusive Forum. 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. Subject to
applicable law, 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 forum for any such action, proceeding
or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created
by the Act, the Exchange Act or any other claim for which the federal district courts of the United States of America are the
sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring any interest
in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any
action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of
the state and federal courts located within the State of New York or the United States District Court for the Southern District
of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights
holder’s counsel in the foreign action as agent for such Rights holder.


 


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 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 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 the Representative
with respect to the Sections 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 the Representative.


 



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


 


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.


 


	 	BANNIX ACQUISTION CORP.
	 	 	 
	 	By:	 
	 	Name:	Subash Menon
	 	Title:	Chief Executive Officer





 





	   	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 






 


[Signature Page to Rights Agreement]


 


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