Exhibit
4.2


 


DESCRIPTION
OF REGISTRANT’S SECURITIES





REGISTERED
PURSUANT TO SECTION 12 OF THE





SECURITIES
EXCHANGE ACT OF 1934


 


The
following description of the common stock of Longeveron Inc. (referred to as “the Company”, “we”, “us”
and “our” unless specified otherwise) is based upon relevant provisions of the Company’s Certificate of Incorporation
(the “Certificate of Incorporation”), the Company’s Bylaws (the “Bylaws”) and applicable provisions
of law. We have summarized certain portions of the Certificate of Incorporation and Bylaws below. The summary is not complete
and is subject to, and is qualified in its entirety by express reference to, the provisions of our Certificate of Incorporation
and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part.


 


General


 


Our
authorized capital stock consists of (i) 85,720,000 shares of Class A common stock, par value $0.001 per share, (ii) 14,280,000
shares of Class B common stock, par value $0.001 per share and (iii) 5,000,000 shares of preferred stock, par value $0.001
per share.


 


Common
Stock


 


We
have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders
of Class A common stock and Class B common stock are identical, except with respect to voting and conversion.


 


Voting. Holders
of our Class A common stock are entitled to one (1) vote for each share held on all matters submitted to a vote of
stockholders and holders of our Class B common stock are entitled to five (5) votes for each share of Class B
common stock held on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and
Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a
vote of stockholders, unless otherwise required by Delaware law or our Certificate of Incorporation. Delaware law could
require either holders of our Class A common stock or Class B common stock to vote separately as a single class in
the following circumstances:


 


		(1)	if
                                         we were to seek to amend our Certificate of Incorporation to increase or decrease the
                                         par value of a class of our capital stock, then that class would be required to vote
                                         separately to approve the proposed amendment; and



 


		(2)	if
                                         we were to seek to amend our Certificate of Incorporation in a manner that alters or
                                         changes the powers, preferences, or special rights of a class of our capital stock in
                                         a manner that affected its holders adversely, then that class would be required to vote
                                         separately to approve the proposed amendment.



 






     


     


    

 


Our
Certificate of Incorporation does not provide for cumulative voting for the election of directors. As a result, the holders of
a majority of the voting power of our outstanding capital stock can elect all of the directors then standing for election. Our
Certificate of Incorporation establishes a classified board of directors, divided into three classes with staggered three-year
terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing
for the remainder of their respective three-year terms. An election of directors by our stockholders is determined by a plurality
of the votes cast by the stockholders entitled to vote on the election. Subject to the supermajority votes for some matters, other
matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the
stockholders present or represented and voting on such matter. Our Certificate of Incorporation and Bylaws also provide that our
directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power
of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least
two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal,
or to adopt any provision inconsistent with, several of the provisions of our Certificate of Incorporation. See “—Anti-Takeover
Provisions—Amendment of Charter Provisions” below.


 


Dividends. Holders
of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject
to any preferential dividend rights of any series of preferred stock that we may designate and issue in the
future.


 


Liquidation. In
the event of our liquidation or dissolution, the holders of our Class A common stock and Class B common stock will be
entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts
and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no
preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock
will be subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that
we may designate and issue in the future.


 


Change
of Control Transactions. In the case of any distribution or payment in respect of the shares of our Class A common
stock or Class B common stock upon a merger or consolidation with or into any other entity, or other substantially similar transaction,
the holders of our Class A common stock and Class B common stock will be treated equally and identically with respect to shares
of Class A common stock or Class B common stock owned by them; provided, however, shares of each class may receive, or have the
right to elect to receive, different or disproportionate consideration if the only difference in the per share consideration is
that the shares to be distributed to a holder of a share Class B common stock have five (5) times the voting power of any securities
distributed to a holder of a share of Class A common stock.


 


Subdivisions
and Combinations. If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B
common stock, the outstanding shares of the other class will be subdivided or combined in the same manner, unless different treatment
of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class
A common stock and Class B common stock, each voting as a separate class.


 


Conversion. Each
outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A
common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common
stock upon any transfer, whether or not for value, except for certain permitted transfers described in our Certificate of
Incorporation, including transfers to family members, trusts solely for the benefit of the stockholder or their family
members, distributions or transfers of shares out to owners of a stockholder, or to partnerships, corporations, and other
entities exclusively owned by the stockholder or their family members, as well as affiliates, subject to certain exceptions.
Once converted or transferred and converted into Class A common stock, the Class B common stock may not be
reissued.


 


Rights
and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there are
no redemption or sinking funds provisions applicable to our common stock. The rights, preferences and privileges of the holders
of our common stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of
our preferred stock that we may designate and issue in the future.


 






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Fully
Paid and Nonassessable. All of our outstanding shares of Class A common stock and Class B common stock are fully
paid and nonassessable.


 


Preferred
Stock


 


Under
our Certificate of Incorporation, our board of directors is authorized to direct us to issue shares of preferred stock in one
or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences,
of each series of preferred stock. 


 


The
purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more
difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding
voting stock. There are no shares of preferred stock currently outstanding, and we have no present plans to issue any shares of
preferred stock.


 


Anti-Takeover
Provisions


 


Some
provisions of Delaware law and our Certificate of Incorporation and Bylaws could make the following transactions more difficult:
an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal
of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could
deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests, including
transactions that provide for payment of a premium over the market price for our shares.


 


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


 


Undesignated
Preferred Stock. The ability of our board of directors, without action by our stockholders, to issue up to 5,000,000
shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could
impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect
of deterring hostile takeovers or delaying changes in control or management of our company. 


 


Dual
Class Stock. As described above in “—Common Stock—Voting,” our Certificate of
Incorporation provides for a dual class common stock structure, which provides holders of our Class B common stock with
significant influence over matters requiring stockholder approval, including the election of directors and significant
corporate transactions, such as a merger or other sale of our company or its assets.


 


Stockholder
Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by the chairman of our board of
directors, our chief executive officer or president (in the absence of a chief executive officer), or by a resolution adopted
by a majority of our board of directors.


 


Requirements
for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws include advance notice procedures with
respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors,
other than nominations made by or at the direction of our board of directors or a committee of our board of directors.


 






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Elimination
of Stockholder Action by Written Consent. Any action to be taken by our stockholders must be effected at a duly called
annual or special meeting of stockholders and may not be taken by written consent.


 


Staggered
Board. Our board of directors is divided into three classes. The directors in each class serve a three-year term, with
one class being elected each year by our stockholders. This system of electing and removing directors may tend to discourage a
third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult
for stockholders to replace a majority of the directors.


 


Removal
of Directors. Our Certificate of Incorporation provides that no member of our board of directors may be removed from
office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of the holders
of at least two-thirds in voting power of the outstanding shares of stock entitled to vote in the election of directors.


 


Stockholders
Not Entitled to Cumulative Voting. Our Certificate of Incorporation does not permit stockholders to cumulate their votes
in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to
vote in any election of directors are able to elect all of the directors standing for election, if they choose. Further, as discussed
above, holders of our Class B common stock are entitled to five (5) votes for each share of Class B common stock held by them,
including with respect to election of directors.


 


Choice
of Forum. Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative
action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty or other
wrongdoing by any of our directors, officers, employees or agents to us or our stockholders, (3) any action asserting a claim
against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of
Chancery of the State of Delaware, (4) any action to interpret, apply, enforce or determine the validity of our Certificate
of Incorporation or Bylaws, or (5) any action asserting a claim governed by the internal affairs doctrine. Under our
Certificate of Incorporation, this exclusive form provision will not apply to claims which are vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for which the Court of
Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to
actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the
Securities Act, the Exchange Act, or the rules and regulations thereunder.


 


Our
Certificate of Incorporation further provides that the federal district courts of the United States of America will be the exclusive
forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our Certificate of Incorporation
also provides that any person or entity holding, purchasing or otherwise acquiring any interest in shares of our capital stock
will be deemed to have notice of and to have consented to these choice of forum provisions. It is possible that a court of law
could rule that the choice of forum provision contained in our Certificate of Incorporation are inapplicable or unenforceable
if they are challenged in a proceeding or otherwise.


 


Amendment
of Charter Provisions. The amendment of any of the above provisions, except for the provision making it possible for
our board of directors to issue preferred stock and the provision prohibiting cumulative voting, would require approval by holders
of at least two-thirds in voting power of the outstanding shares of stock entitled to vote thereon.


 






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The
provisions of Delaware law, and our Certificate of Incorporation and Bylaws, could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class
A common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of
preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult
to accomplish transactions that stockholders may otherwise deem to be in their best interests.


 


Section
203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, 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 business combination is,
or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed
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’s
voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect
to transactions not approved in advance by our board of directors.


 


Limitations
on Liability and Indemnification Matters


 


Our
Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under Delaware law, which prohibits
our Certificate of Incorporation from limiting the liability of our directors for the following:


 


	 	●	any
    breach of the director’s duty of loyalty to us or our stockholders;
	 	 	 
	 	●	acts
    or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
	 	 	 
	 	●	unlawful
    payment of dividends or unlawful stock repurchases or redemptions; or
	 	 	 
	 	●	any
    transaction from which the director derived an improper personal benefit.


 


If
Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then
the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended.


 


Our
Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law and that we
shall have the power to indemnify our employees and agents to the fullest extent permitted by law. Our Bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions
in this capacity, regardless of whether we would have the power to indemnify such person against such expense, liability or loss
under the DGCL.


 


We
also have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification
provided for in our Bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers
for expenses, judgments, fines and settlement amounts incurred by such persons in any action or proceeding arising out of this
person’s services as a director or executive officer or at our request. We believe that these provisions in our Certificate
of Incorporation and Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors
and executive officers.


 






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The
above description of the limitation of liability and indemnification provisions of our Certificate of Incorporation, our Bylaws
and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of which
are filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part.


 


The
limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative
litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s
investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.


 


Insofar
as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.


 


Listing


 


Our
Class A common stock is listed and principally traded on The Nasdaq Capital Market under the symbol “LGVN”.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is Colonial Stock Transfer Co, Inc.


 




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