**Exhibit 4.2**

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**DESCRIPTION OF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

As of December 31, 2021, Blue Water Vaccines Inc.’s(the “Company,” “we,” “us” and “our”) securities were not registered under Section 12of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuantto our Amended and Restated Certificate of Incorporation, our authorized capital stock consists of 250,000,000 shares of common stock,and 10,000,000 shares of preferred stock, $0.00001 par value. The following description summarizes the material terms of our capital stockand does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Amended and RestatedCertificate of Incorporation and our Amended and Restated Bylaws, each of which is incorporated by reference as an exhibit to our AnnualReport on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.2 is a part.

 

Defined terms used herein but not otherwise definedshall have the meaning ascribed to such terms in the Report.

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**Common Stock**

 

Our common stock is listed on the Nasdaq Capital Market under the symbol“BWV.”

 

Under the terms of our Amended and Restated Certificate of Incorporation,holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, includingthe election of directors, and do not have cumulative voting rights. The holders of outstanding shares of common stock are entitled toreceive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as our boardof directors from time to time may determine. Our common stock is not entitled to pre-emptive rights and is not subject to conversionor redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholdersare distributable ratably among the holders of our common stock after payment of liquidation preferences, if any, on any outstanding paymentof other claims of creditors. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affectedby the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

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**Preferred Stock**

 

Under the terms of our Amended and RestatedCertificate of Incorporation, our board of directors will be authorized, without further action bythe stockholders, to establish one or more class or series, and fix the relative rights and preferences of the company’s undesignatedcapital stock. 

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**Anti-Takeover Effects of Delaware Law and Our Amended and RestatedCertificate of Incorporation and Amended and Restated Bylaws**

 

Some provisions of Delaware law, our Amended and Restated Certificateof Incorporation and our Amended and Restated Bylaws could prohibit or delay mergers or other takeover or change in control attempts and,accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell theirstock at a price above the prevailing market price.

 

These provisions, summarized below, are intended to discourage coercivetakeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control ofus to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability tonegotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouragingthese proposals because negotiation of these proposals could result in an improvement of their terms.

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*Delaware Anti-Takeover Statute*

 

We are subject to Section 203 of the General Corporation Law of theState of Delaware, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination”with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the businesscombination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or anotherprescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates,owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’svoting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting ina financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactionsnot approved in advance by the board of directors.

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*Choice of Forum*

 

Our Amended and Restated Certificate of Incorporation provides that,unless we consent in writing to an alternative forum, to the fullest extent permitted by law, that derivative actions brought in our name,actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Courtof Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines thatthere is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consentto the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusivejurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matterjurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to serviceof process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in theapplication of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to theextent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.

 

Our Amended and Restated Certificate of Incorporation provides thatthe exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the ExchangeAct or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce anyduty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition,our Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum,the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum forthe resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgatedthereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waivecompliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrentjurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or therules and regulations thereunder.

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**Transfer Agent and Registrar**

 

The transfer agent and registrar for our commonstock is Continental Stock Transfer & Trust Company. The Transfer Agent’s address is 1 State Street, 30th Floor,New York, New York 10004.

 

**Listing**

 

Our common stock is tradedon The Nasdaq Capital Market under the trading symbol “BWV.”