Exhibit A
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS
OF
SERIES A CONVERTIBLE
PREFERRED STOCK
OF
BLUE WATER BIOTECH, INC.
Pursuant to
Section 151 of the General
Corporation Law of the State of Delaware
The undersigned officer of Blue Water Biotech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law
of the State of Delaware (the Corporation), do hereby certify that:
1. She is the Chief Business Officer of the
Corporation.
2. The Corporation is authorized to issue 10,000,000 shares of preferred stock, of which 1,150,000 were authorized as Series
Seed Preferred, of which 1,146,138 were issued.
3. That pursuant to the authority conferred upon the Board of Directors by the Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the Certificate of Incorporation), the Board of Directors authorized the series of preferred stock hereinafter provided for and has adopted the following
resolution creating a series of 10,000 shares of preferred stock designated as Series A Convertible Preferred Stock:
WHEREAS, the Certificate of Incorporation provides for a class of its authorized stock known as preferred stock, consisting of
10,000,000 shares, $0.00001 par value per share, issuable from time to time in one or more series;
WHEREAS, the Board of Directors
has the full and complete authority to establish one or more series or classes and to issue shares of preferred stock, and to fix, determine and vary the voting rights, designations, preferences, restrictions, qualifications, privileges, limitation,
options, conversion rights and other special rights of each series or class of preferred stock, including, but not limited to, dividend rates and manner of payment, preferential amounts payable upon voluntary or involuntary liquidation, voting
rights, conversion rights, redemption prices, terms and conditions, and sinking fund and stock purchase prices, terms and conditions; and