Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


General


 


As of February 24, 2022 SPK Acquisition Corp. had
6,596,275 shares of common stock are outstanding, and has three classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our common stock; and (3) our rights.


 


The following description of our units, common stock,
and rights is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended
and Restated Certificate of Incorporation, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which
this Exhibit 4.5 is a part.


 


Terms not otherwise defined herein shall have the
meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Units


 


Each unit has an offering price of $10.00 and consists
of one share of common stock and one right. Each right entitles the holder thereof to receive one- tenth (1/10) of a share of common stock
upon consummation of our initial business combination. In addition, we will not issue fractional shares in connection with an exchange
of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable
provisions of Delaware Law. As a result, you must hold rights in multiples of 8 in order to receive shares for all of your rights upon
closing of a business combination.


 


Common Stock


 


Our holders of record of our common stock are entitled
to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial
business combination, our insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them
immediately prior to this offering, including both the insider shares and the private shares, and any shares acquired in this offering
or following this offering in the open market, in favor of the proposed business combination.


 


We will consummate our initial business combination
only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001
and a majority of the outstanding shares of common stock voted are voted in favor of the business combination.


 


Pursuant to our amended and restated certificate of
incorporation, if we do not consummate our initial business combination within 9 months from the closing of this offering (or 12 months
from the closing of this offering if we have filed a proxy statement, registration statement or similar filing for an initial business
combination within 9 months from the closing of this offering but have not completed the initial business combination within such 9-month
period), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect
to their insider shares and private shares. 


 






     


     


    

 


However, if we anticipate that we may not be
able to consummate our initial business combination (i) within 9 months in the situation that we have not filed a proxy statement,
registration statement or similar filing for an initial business combination within such 9-month period, or (ii) within 12 months in
the situation that we have filed within such 9-month period, our insiders or their affiliates may, but are not obligated to, extend
the period of time to consummate a business combination by an additional three months each time for a total of up to 15 months to
complete a business combination, provided that, pursuant to the terms of our amended and restated certificate of incorporation and
the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on June 7, 2021, our insiders
or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, deposit into the trust
account $509,120 due to the partial exercise of the over-allotment option ($0.10 per share in either case, or an aggregate of
1,018,239 based on the partial exercise of the underwriters’ over-allotment option), on or prior to the date of the applicable
deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount
of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such
deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available
outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at
the relevant insider’s discretion, converted upon consummation of our business combination into additional private units at a
price of $10.00 per unit. Our stockholders have approved the issuance of the private units upon conversion of such notes, to the
extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event
that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we
intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we
intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.
Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our
initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to
consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount
required.


 


Our stockholders have no conversion, preemptive or
other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination is completed.
If we hold a stockholder vote to amend any provisions of our amended and restated certificate of incorporation relating to stockholder’s
rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination),
we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of
then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their
pro rata portion of the trust account promptly following consummation of the business combination or the approval of an amendment to the
amended and restated certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders
will not be paid such amounts.


 


Rights included as part of units


 


Except in cases where we are not the surviving company
in a business combination, each holder of a right will automatically receive one- tenth (1/10) of a share of common stock upon consummation
of our initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it
in connection with the initial business combination or an amendment to our amended and restated certificate of incorporation with respect
to our pre-business combination activities. In the event we will not be the surviving company upon completion of our initial business
combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one- tenth
(1/10) of a share underlying each right upon consummation of the business combination. No additional consideration will be required to
be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business
combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).
If we enter into a definitive agreement for a business combination in which we will not be the surviving 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 the
transaction on an as-converted into common stock basis.


 






     


     


    

 


We will not issue fractional shares in connection
with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of 10 in order
to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination
within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds
with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to
such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the
holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash
settle the rights. Accordingly, the rights may expire worthless.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion
of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any stock dividends in the foreseeable future, except if we increase the size of the offering pursuant to Rule 462(b) under the Securities
Act, in which case we will effect a stock dividend immediately prior to the consummation of the offering in such amount as to maintain
the number of insider shares at 22.4% of our issued and outstanding shares of our common stock upon the consummation of the public offering
and partial exercise of the over-allotment option (includes the purchase of private units). Further, if we incur any indebtedness, our
ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.