Exhibit 4.6


 


DESCRIPTION OF SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED


Data Storage Corporation (the “Company,”
“we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.001 per share (the “Common
Stock”). The Common Stock is registered under Section 12(g) of the Exchange Act.


General


The following is a description of the material
terms of our Common Stock.  This is a summary only and does not purport to be complete. It is subject to and qualified in its
entirety by reference to the Company’s Articles of Incorporation (the “Articles of Incorporation”) and our Bylaws (the
“Bylaws”), each of which are incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit
is a part. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of Nevada Revised Statutes
(the “NRS”), for additional information.


 


Description of Common Stock


 


Authorized Shares of Common Stock


 


The authorized number of shares of Common Stock
is 250,000,000 shares of Common Stock.


  


Voting Rights


 


The holders of Common Stock have the unlimited
right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote. 


 


Dividend Rights


 


Subject to preferences that may be applicable
to any then outstanding preferred stock, the holders of Common Stock are entitled to receive dividends, if any, as may be declared and
paid or set apart for payment upon the Common Stock out of any assets or funds of the Company legally available for the payment of dividends


 


Liquidation Rights


 


Upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Company the net assets of the Company available for distribution shall be distributed pro rata to the
holders of the Common Stock in accordance with their respective rights and interests.


 


Other Rights and Preferences


 


The holders of the Common Stock have no preemptive,
conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights,
preferences and privileges of the holders of the Common Stock are subject to, and may be adversely affected by, the rights of the holders
of shares of any series of our preferred stock that is currently outstanding and that we may designate and issue in the future.


 


Fully Paid and Nonassessable


 


All of the outstanding shares of Common Stock
are fully paid and non-assessable.


 






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Transfer Agent and Registrar


 


The transfer agent and registrar for the Common
Stock is VStock Transfer, LLC.  Its address is: 18 Lafayette Place, Woodmere, New York 11598 and its telephone number is (212) 828-8436.


 


OTCQB Listing


 


The Common Stock is traded on the OTCQB under
the symbol “DTST.”


 


Anti-Takeover Effects of Certain Provisions
of our Articles of Incorporation and Bylaws


 


Our Articles of Incorporation and Bylaws contain
certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control
of the Company or changing our board of directors and management. According to the Articles of Incorporation and Bylaws, the holders of
the Common Stock do not have cumulative voting rights in the election of our directors. The lack of cumulative voting makes it more difficult
for other stockholders to replace our board of directors or for a third party to obtain control of our Company by replacing its board
of directors.


 


Authorized but Unissued Shares


 


Our authorized but unissued shares of Common
Stock will be available for future issuance without stockholder approval. We may use additional shares of Common Stock for a variety of
purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence
of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.


 


Anti-Takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination” provisions
of Sections 78.411 to 78.444, inclusive, of the NRS generally prohibit a Nevada corporation with at least 200 stockholders from engaging
in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction
in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the
interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting
of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested
stockholders, and extends beyond the expiration of the two-year period, unless:


 


		·	the combination was approved by the board of directors prior to the person
becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board
of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power
held by disinterested stockholders; or



 


		·	if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding
the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher,
(b) the market value per share of Common Stock on the date of announcement of the combination and the date the interested stockholder
acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock,
if it is higher.



 


A “combination” is generally defined
to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of
the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market
value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain
other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.


 


In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting
stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts
to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above
the prevailing market price.


 



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