Exhibit 4.2



DESCRIPTION OF SECURITIES



Muzinich BDC, Inc. (the “Company,”
“we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.001 per share (“common stock”).



The following description of the Company’s
common stock is based on the relevant provisions of the Delaware General Corporation Law (the “DGCL”), the Investment Company
Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company’s
certificate of incorporation (the “Charter”) and the Company’s bylaws (the “Bylaws”). This summary describes
the provisions deemed to be material, but is not necessarily complete, and you should refer to the DGCL, 1940 Act and our Charter and
Bylaws for a more detailed description of the provisions summarized below.



Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is attached as an exhibit.



Stock



Under the terms of our Charter our authorized
stock consists solely of 500,000 shares of common stock, par value $0.001 per share, and 15,000 shares of preferred stock, par value $0.001
per share. There is currently no market for our common stock, and we can offer no assurances that a market for our shares of common stock
will develop in the future. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance
under any equity compensation plans. Under Delaware law, our stockholders generally are not personally liable for our debts or obligations.



Common Stock



All shares of our common stock have equal rights
as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and non-assessable.
Distributions may be paid to the holders of our common stock if, as and when authorized by our Board and declared by us out of funds legally
available therefor. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable,
except when their transfer is restricted by the Charter, federal and state securities laws or by contract. In the event of our liquidation,
dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available
for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock,
if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to
a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the
holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means
that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority
of such shares will not be able to elect any directors.



Preferred Stock



Our Charter authorizes our Board to classify and
reclassify any unissued shares of preferred stock into other classes or series of preferred stock. Prior to issuance of shares of each
class or series, the Board is required by Delaware law and by our Charter, as amended, to set the powers, preferences and relative, participation,
optional and other special rights, and the qualifications, limitations or restrictions thereof, for each class or series. Thus, the Board
could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring
or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be
in their best interest. Stockholders should note, however, that any issuance of preferred stock will be required to comply with the requirements
of the 1940 Act. The 1940 Act requires that (1) immediately after issuance and before any dividend or other distribution is made with
respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities
must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price,
as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors
at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more. Some matters
under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred
stock would be entitled to vote separately from the holders of common stock on a proposal to cease operations as a BDC. We believe that
the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.
The Company does not currently intend to issue preferred stock. The issuance of preferred stock with dividend or conversion rights, liquidation
preferences or other economic terms favorable to the holders of preferred stock could adversely affect our common stock by making an investment
in the common stock less attractive.





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Limitation on Liability of Directors and Officers;
Indemnification and Advance of Expenses



Section 145 of the Delaware General Corporation
Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such person
under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the Securities Act. Our Charter
and Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent authorized or permitted by law and
such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Company and shall inure
to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings
to enforce rights to indemnification, the Company is not obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board. The right to indemnification conferred includes the right to be paid by
the Company the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.



So long as we are regulated under the 1940 Act,
the above indemnification is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides,
among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which
he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority
of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification
is sought did not arise out of the foregoing conduct.



Certain Provisions of the Delaware General
Corporation Law and Our Charter and Bylaws



Delaware Anti-takeover Law



The
DGCL contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest
or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of us to negotiate first with our Board. These measures may delay, defer or prevent a transaction or
a change in control that might otherwise be in the best interests of our stockholders. We believe, however, that the benefits of these
provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because the negotiation of such proposals
may improve their terms.



We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, these provisions prohibit a
Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the
date that the stockholder became an interested stockholder, unless:



| | • |  | prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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| | • |  | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
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| | • |  | at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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Section 203
defines “business combination” to include the following:



| | • |  | any merger or consolidation involving the corporation and the interested stockholder;
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| | • |  | any sale, transfer, pledge or other disposition (in one transaction or a series of transactions) of 10% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation involving the interested stockholder;
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| | • |  | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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| | • |  | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation owned by the interested stockholder; or
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| | • |  | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.



The
statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire
us.



Our
Board will adopt a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject
to prior approval of such business combination by our Board, including approval by a majority of our directors who are not “interested
persons.”



Classified Board of Directors



Under our Charter, our Board of Directors is divided
into three classes. Each class of directors generally hold office for a three-year term. However, the initial members of the three classes
have initial terms of one, two, and three years, respectively. As a result, only one class of directors is up for election at each annual
meeting. At each annual meeting of our stockholders, the successors to the class of directors whose terms expire at such meeting are elected
to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.
A classified board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that
the longer time required to elect a majority of a classified Board of Directors will help to ensure the continuity and stability of our
management and policies.



Election of Directors



Our Charter and Bylaws, provide that the affirmative
vote of the holders of a majority of the votes cast by stockholders present in person or by proxy at an annual or special meeting of stockholders
and entitled to vote at such meeting is required to elect a director. Under our Charter, our Board may amend the Bylaws to alter the vote
required to elect directors.



Number of Directors; Vacancies; Removal



Our Charter provides that the number of directors
will be set only by the Board in accordance with our Bylaws. Our Bylaws provide that the number of directors which shall constitute the
Board shall not be less than four (4) nor more than eight (8). The exact number of directors is fixed from time to time by a majority
of the Board of Directors. Our Bylaws provide that a director may be removed only for cause and then only by the affirmative vote of at
least two-thirds of the votes entitled to be cast in the election of directors.



Action by Stockholders



Action can be taken only at an annual or special
meeting of stockholders or by unanimous written consent in lieu of a meeting. This may have the effect of delaying consideration of a
stockholder proposal until the next annual meeting.





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Stockholder Meetings



Our Bylaws provide that any action required or
permitted to be taken by stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought
before such meeting. In addition, in lieu of such a meeting, any such action may be taken by the unanimous written consent of our stockholders.
Our Charter also provides that, except as otherwise required by law, special meetings of the stockholders can only be called by the Chairperson
of the Board, the Chief Executive Officer or the Board. In addition, our Bylaws establish an advance notice procedure for stockholder
proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the Board.
These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders
of a majority of our outstanding voting securities.



Calling of Special Meetings of Stockholders



Our Charter provides that special meetings of
stockholders may be called by our Board, the Chairperson of the Board and our Chief Executive Officer.



Potential Conflicts between the DCGL and the 1940 Act



Our Bylaws provide that, if and to the extent that any provision of
the DGCL or any provision of our Charter or Bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940
Act will control.



Exclusive Forum



Our Charter provides that, to the fullest extent permitted by law,
unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other
employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any
provision of the DGCL, the Charter or Bylaws or the securities, antifraud, unfair trade practices or similar laws of any international,
national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable
rules and regulations promulgated thereunder, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be
a federal or state court located in the state of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares
of capital stock of the Company shall be deemed, to the fullest extent permitted by law, to have notice of and consented to these exclusive
forum provisions and to have irrevocably submitted to, and waived any objection to, the exclusive jurisdiction of such courts in connection
with any such action or proceeding and consented to process being served in any such action or proceeding, without limitation, by United
States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Company, with postage
thereon prepaid.



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