Exhibit 4.6


 


Digerati Technologies, Inc.


Description
of Securities


 


General


 


We are authorized to issue an aggregate of 500,000,000
shares of common stock, $0.001 par value per share and 50,000,000 shares of preferred stock in one or more series and to fix the voting
powers, preferences and other rights and limitations of the preferred stock. As of October 28, 2022, we had 144,463,765 shares of common
stock outstanding and no shares of preferred stock outstanding.


 


Each share of common stock shall have one (1)
vote per share. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking
fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.


 


Dividends


 


We have not paid any dividends on our common stock
since our inception and do not intend to pay any dividends in the foreseeable future.


 


The declaration of any future cash dividends is
at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business operations.


  


Warrants


 


As of October 28, 2022, we have issued warrants
to purchase 108,841,179 shares of Common Stock issuable with a weighted average exercise price of $0.01. Of which 81,615,885 warrants
are exercisable immediately, have a weighted-average remaining life of 8.22 years and a weighted-average exercise price of $0.01 as of
October 28, 2022.


 


Options


 


As of October 28, 2022, we have issued options
to purchase 9,130,000 shares of Common Stock issuable with a weighted average exercise price of $0.17. Of which 7,551,179 options are
exercisable immediately, have a weighted-average remaining life of 2.11 years and a weighted-average exercise price of $0.20 as of October
28, 2022.


 


Securities Authorized for Issuance Under Equity Compensation Plans


 


In November 2015, Digerati adopted the Digerati
Technologies, Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan authorizes the grant of up to 7.5 million stock options,
restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is
intended to permit Digerati to retain and attract qualified individuals who will contribute to the overall success of Digerati. Digerati’s
Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based
on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted
common stock and other awards vest based on the terms of the individual grant. On November 18, 2015, the Company filed a Registration
Statement on Form S-8 to register with the U.S. Securities and Exchange Commission 7,500,000 shares of the Company’s common stock,
which may be issued by the Company upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. Please
see the Plan filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on November 18, 2015. 


 



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Preferred Stock


 


The Company has authorized 50,000,000 shares of
preferred stock. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption
provisions, liquidation preferences, and other rights and restrictions.


 


Anti-Takeover Effects of Various Provisions of Nevada Law 


 


Provisions of the Nevada Revised Statutes, our
articles of incorporation, as amended, and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest
or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected to discourage certain
types of takeover practices and takeover bids our Board may consider inadequate and to encourage persons seeking to acquire control of
us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate with the proponent of
an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging takeover or acquisition
proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.


 


Blank Check Preferred 


 


Our articles of incorporation permit our Board
to issue preferred stock with voting, conversion and exchange rights that could negatively affect the voting power or other rights of
our Common Stockholders. The issuance of our preferred stock could delay or prevent a change of control of our Company.


 


Amendments to our Articles of Incorporation
and Bylaws


 


Under the Nevada Revised Statutes, our articles
of incorporation may not be amended by stockholder action alone.


 


Nevada Anti-Takeover Statute


 


We may be subject to Nevada’s Combination
with Interested Stockholders Statute (Nevada Corporation Law Sections 78.411-78.444) which prohibits an “interested stockholder”
from entering into a “combination” with the corporation, unless certain conditions are met. An “interested stockholder”
is a person who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10%
or more of the corporation’s capital stock entitled to vote.


  


Limitations on Liability and Indemnification
of Officers and Directors


 


The Nevada Revised Statutes limits or eliminates
the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary
duties as directors.


 


The limitation of liability and indemnification
provisions under the Nevada Revised Statutes and in our articles of incorporation and bylaws may discourage stockholders from bringing
a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood
of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our
stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief
such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter
the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that,
in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification
provisions.


 



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Authorized but Unissued Shares


 


Our authorized but unissued shares of Common Stock
and preferred stock will be available for future issuance without stockholder approval, except as may be required under the listing rules
of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporate purposes, including
future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but
unissued shares of Common Stock and preferred 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.


 


Penny Stock Considerations


 


Our shares will be “penny stocks”
as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per
share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s
written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.


 


In addition, under the penny stock regulations,
the broker-dealer is required to:


 


	 	●	Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;


 


	 	●	Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;


 


	 	●	Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and


 


	 	●	Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.


 


Because of these regulations, broker-dealers may
encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other
holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market.
These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.
Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult
to sell their securities.


 


 


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