Exhibit 4.5


 


	NUMBER   

[____]	RIGHTS



 


BANNIX ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWRE


 


RIGHT


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP [_____]


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a right or rights
(the “Right”) to automatically receive one-tenth of one share of common stock, par value $0.01 per share (“Common
Stock”), of Bannix Acquisition Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the
Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial
public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company be required to net cash
settle any Right.


 


Upon liquidation of the Company in the event
an initial business combination is not consummated during the required period as identified in the Company’s Amended and
Restated Certificate of Incorporation, the Right shall expire and be worthless. The holder of a Right shall have no right or interest
of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor
and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate,
without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange
of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided
in the Rights Agreement).


 


The Company and the Rights Agent may deem and
treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered
holder to any of the rights of a stockholder of the Company.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	CHIEF
FINANCIAL OFFICER



 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN COM
– as tenants in common	UNIF GIFT
MIN ACT - __________ Custodian __________
	TEN ENT – as
tenants by the entireties	(Cust)
(Minor)
	JT TEN – as
joint tenants with right of survivorship	under
Uniform Gifts to Minors
	and not as tenants
in common	Act
__________
	 	(State)



 






    	 



    	 



    

 


Additional Abbreviations may also be used though
not in the above list.


 


Bannix Acquisition Corp.


 


The Company will furnish
without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to
all the provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors providing for the issue of Common Stock (copies of which may be obtained from the secretary of the Company), to all
of which the holder of this certificate by acceptance hereof assents.


 


For value received,
___________________________ hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


	
         

         



 


(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 


 


	 
	 
	 
   
	 
	 
	rights
represented by the within Certificate, and do hereby irrevocably constitute and appoint  
	 
	Attorney
to transfer said rights on the books of the within named Company will full power of substitution in the premises.
	 	 	 






Dated _____________________


 


	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.



 


Signature(s) Guaranteed:__________________


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


The holder of this certificate shall have no
right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).


 


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