Exhibit
4.6


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of December 31, 2020, Digital Ally, 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: our common stock,
$0.001 par value per share (the “Common Stock).


 


General


 


The
following description of our Common Stock and certain provisions of our articles of incorporation, as amended (“Articles
of Incorporation”), and our Bylaws are summaries and are qualified by reference to our Articles of Incorporation and Bylaws.
Such summaries do not purport to be complete and are qualified in their entirety by reference to Nevada law, including the NRS,
as well as copies of our Articles of Incorporation and Bylaws, which have been filed as exhibits to prior reports filed by us
with the SEC and are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
See “Where You Can Find More Information.”


 


Common
Stock


 


Our
authorized Common Stock consists of 50,000,000 shares of Common Stock, $0.001 par value per share. As of June 23, 2020, we had
26,581,600 shares of our Common Stock issued and outstanding, which excludes 63,518 shares held in treasury.


 


Voting
Rights


 


Each
share of our Common Stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the
directors at a given meeting, and the minority would not be able to elect any director at that meeting.


 


Dividends


 


Each
share of our Common Stock is entitled to receive an equal dividend, if one is declared. We cannot provide any assurance that we
will declare or pay cash dividends on our Common Stock in the future. Any future determination to declare cash dividends will
be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results
of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Our board of directors may determine it to be necessary to retain future earnings (if any) to finance our growth. See “Risk
Factors” and “Dividend Policy.”


 


Liquidation


 


If
the Company is liquidated, then assets that remain (if any) after the creditors are paid and the owners of any securities with
liquidation preferences senior to the Common Stock are paid will be distributed to the owners of our Common Stock pro rata.


 


Preemptive
Rights


 


Owners
of our Common Stock have no preemptive rights. We may sell shares of our Common Stock to third parties without first offering
such shares to current stockholders.


 


Redemption
Rights


 


We
do not have the right to buy back shares of our Common Stock except in extraordinary transactions, such as mergers and court approved
bankruptcy reorganizations. Owners of our Common Stock do not ordinarily have the right to require us to buy their Common Stock.
We do not have a sinking fund to provide assets for any buy back.


 






    	 



    	 



    

 


Conversion
Rights


 


Shares
of our Common Stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and
court approved bankruptcy reorganizations.


 


Nonassessability


 


All
outstanding shares of our Common Stock are fully paid and nonassessable.


 


Listing


 


Our
Common Stock trades on Nasdaq under the symbol “DGLY.”


 


Transfer
Agent and Registrar


 


Our
transfer agent and registrar for our Common Stock in the United States is Action Stock Transfer Corporation, located at 2469 E.
Fort Union Blvd., Salt Lake City, UT 84122. Its telephone number is (801) 274-1088.


 




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