Exhibit
4.5


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [●], 2021 between NorthView Acquisition Corporation, a Delaware
corporation, with offices at 207 West 25th Street, 9th Floor, New York, NY 10001 (“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 common stock, par value $0.0001 per share (“Common Stock”), one right, and one-half
of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth of one share of Common Stock upon the happening
of the triggering event described herein (“Right”), and, in connection therewith, the Company will issue and
deliver up to 17,250,000 Rights to the public investors; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-1, File No. 333-257156 (“Registration Statement”), and related Prospectus (“Prospectus”)
for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other securities, the
Rights and the Common Stock issuable to the holders of the 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 shares of 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 Common Stock 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 shares of 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 Memorandum and Articles of Association).


 


3.3. Exchange
of Rights.


 


3.3.1. Issuance
of Common Stock. Upon the occurrence of an Exchange Event, the Company shall issue to each registered holder of the Rights 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 Memorandum and Articles of Association 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 Memorandum and Articles of Association, 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.


 


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 shares of 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.


 






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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 shares of 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 automatically receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation
of the Exchange Event.


 


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
Memorandum and Articles of Association, 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.


 


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


 


5.1. No
Rights as Shareholder. Until the 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 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 shares of 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.


 


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.


 






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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 shares of Common Stock to be issued pursuant to this Agreement or any Right or as to whether
any shares of 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:


 


NorthView
Acquisition Corporation


207
West 25th Street, 9th Floor


New
York, NY 10001


Attn:
Jack Stover


 






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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:


 


Schiff
Hardin LLP


901
K Street NW


Suite
700


Washington,
D.C. 20001


Attn:
Ralph V. De Martino, Esq.


 


and


 


I-Bankers
Securities Inc


535
5th Ave.


New
York, NY 10017


Attn:
Shelley Leonard, President


 


and




 


Dawson
James Securities, Inc.


150
E.58th St., 28th Floor

New York, NY 10155


Attn:
[●]


 


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 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.


 






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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.


 


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.


 





	 	NORTHVIEW ACQUISITION
    CORPORATION
	 	 
	 	By:	 
	 		Name:	Jack Stover
	 		Title:	Chief Executive Officer



 





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


 


[Signature
Page to the Rights Agreement]